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HomeMy WebLinkAboutContract 52529 C1TYSECREiARY ,aka CONTRACT NO. 9 STATE OF TEXAS § COUNTY OF TARRANT § This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City") and Housing Channel (hereafter "Developer"), a Texas non-profit corporation. City and Developer may be referred to individually as a"Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development ("HUD") through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239, with which City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments, lenders,private industry, and non-profit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title 11 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 income citizens by providing them with affordable housing; WHEREAS, the HOME program provides that a minimum of 15% of the City's HOME allocation is to be set aside annually for use by qualified Community Housing Development Organizations or CHDOs as owners, developers and/or sponsors of the development of affordable housing; WHEREAS, Developer is a Texas nonprofit corporation managed by a volunteer Board of Directors working to increase the number of quality, accessible, and affordable ownership housing units available to low and moderate income individuals and families and has fulfilled the requirements of the HOME Program to be a CHDO; WHEREAS, City has certified that Developer is a Community Housing Development Organization and has specifically re-certified Developer for the purposes of this Contract; WHEREAS, Developer requested CHDO set-aside funds for an eligible project whereby Developer will construct a single family house to be located at 2712 La Salle Street, Fort Worth, TX 76111 for sale to an eligible low-to moderate-income homebuyer; WHEREAS, Developer has secured a commercial construction loan for a portion of the construction costs of the house; 0ffiCIAL RECORD CITY SECRETARY CHDO SINGLE FAMILY CONTRACT FT. ®RTH➢ 1 Riverside Infill Project Housing Channel--2712 La Salle Street Rev. 7/15/2019 WHEREAS, City citizens and the City Council have determined that the development of quality, accessible, affordable housing is needed for moderate-, low-, and very low-income City citizens. 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: Affordable House means a house purchased by a HOME Eligible Buyer for which the monthly payment of principal, interest, property taxes, and hazard insurance is not more than 30% or less than 20% of the homebuyer's monthly gross income. In the case of new house construction, the percentage of the homebuyer's monthly gross income shall not exceed 32%. Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. Affordability Period means the period of time that a house purchased or constructed with HOME funds must remain affordable and subject to recapture provisions in 24 CFR Part 92.254 of the HOME Regulations. The Affordability Period for the house constructed under this Contract is 5 years unless otherwise required as set forth in Section 7.3.2. The Affordability Period begins on the date the project status is changed to "complete"in IDIS. Area Median Income or AMI means the median family income for the Fort Worth-Arlington metropolitan statistical area as determined annually by HUD. Business Diversity Enterprise Ordinance or BDE means City's Business Diversity Ordinance, Ordinance No. 20020-12-2011. Community Housing Development Organization or CHDO means, as defined in 24 CFR 92.2 as amended from time to time, a private non-profit organization, that: (1) Is organized under State or local laws; (2) Has no part of its net earnings inuring to the benefit of any member, founder, contributor, or individual; CHDO SINGLE FAMILY CONTRACT 2 Riverside Infill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 (3) Is neither controlled by, nor under the direction of, individuals or entities seeking to derive profit or gain from the organization. A CHDO may be sponsored or created by a for-profit entity, but: (i) The for-profit entity may not be an entity whose primary purpose is the development or management of housing, such as a builder, developer, or real estate management firm; (ii) The for-profit entity may not have the right to appoint more than one-third of the membership of the organization's governing body. Board members appointed by the for-profit entity may not appoint the remaining two-thirds of the board members; (iii) The CHDO must be free to contract for goods and services from vendors of its own choosing; and (iv) The officers and employees of the for-profit entity may not be officers or employees of the CHDO. (4) Has a tax exemption ruling from the Internal Revenue Service under section 501(c) (3) or (4) of the Internal Revenue Code of 1986 (26 CFR 1.501(c)(3)-1) or 1.501(c)(4)4)), is classified as a subordinate of a central organization non-profit under section 905 of the Internal Revenue Code of 1986, or if the private nonprofit organization is an wholly owned entity that is disregarded as an entity separate from its owner for tax purposes (e.g., a single member limited liability company that is wholly owned by an organization that qualifies as tax-exempt), the owner organization has a tax exemption ruling from the Internal Revenue Service under section 501(c)(3) or (4) of the Internal Revenue Code of 1986 and meets the definition of a CHDO; (5) Is not a governmental entity (including the participating jurisdiction, other jurisdiction, Indian tribe, public housing authority, Indian housing authority, housing finance agency, or redevelopment authority) and is not controlled by a governmental entity. An organization that is created by a governmental entity may qualify as a CHDO; however, the governmental entity may not have the right to appoint more than one-third of the membership of the organization's governing body and no more than one-third of the board members may be public officials or employees of the governmental entity. Board members appointed by a governmental entity may not appoint the remaining two-thirds of the board members. The officers or employees of a governmental entity may not be officers or employees of a CHDO; (6) Has standards of financial accountability that conform to 2 CFR Part 200.302, `Financial Management' and 2 CFR Part 200.303, `Internal Controls;' (7) Has among its purposes the provision of decent housing that is affordable to low- income and moderate-income persons, as evidenced in its charter, articles of incorporation, resolutions, or by laws; (8) Maintains accountability to low-income community residents by: (i) Maintaining at least one-third of its governing board's membership for residents of low-income neighborhoods, other low-income community residents, or elected representative of low-income neighborhood organizations. For urban areas, "community" may be a neighborhood or neighborhoods, city, county or metropolitan area; for rural areas, it may be a CHDO SINGLE FAMILY CONTRACT 3 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/201.9 neighborhood or neighborhoods, town, village, county, or multi-county area (but not the entire State); and (ii) Providing a formal process for low-income-program beneficiaries to advise the organization in its decisions regarding the design, siting, development, and management of affordable housing; (9) Has a demonstrated capacity for carrying out housing projects with HOME funds. A designated organization undertaking development activities as a developer or sponsor must satisfy this requirement by having paid employees with housing development experience who will work on projects assisted with HOME funds. For its first year of funding as a CHDO, an organization may satisfy this requirement through a contract with a consultant who has housing development experience to train appropriate key staff of the organization. An organization that will own housing must demonstrate capacity to act as owner of a project and meet the requirements of§92.300(a)(2). A nonprofit organization does not meet the test of demonstrated capacity based on any person who is a volunteer or whose services are donated by another organization; and (10) Has a history of serving the community within which housing to be assisted with HOME funds is to be located. In general, an organization must be able to show one year of serving the community before HOME funds are reserved for the organization_ However, a newly created organization formed by local churches, service organizations or neighborhood organizations may meet this requirement by demonstrating that its parent organization has at least a year of serving the community. CHDO Proceeds means the net sales proceeds from the sale of the house to a HOME Eligible Buyer which consist of the sales price less payment of (i) the Construction Loan and (ii) any common and customary seller's closing costs shown on the seller's Closing Disclosure as approved by City, or as otherwise defined in the HOME Regulations. Complete Documentation means the following documentation as applicable: • Attachments I and II, with supporting documentation as follows: o Proof of expense: copies of timesheets, invoices, leases, service contracts or other documentation showing that payment is due by Developer. o Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by Developer were actually paid by Developer. • Other documentation: (i) final lien releases signed by the general contractor or subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass" inspections for such work; (iii) documentation showing compliance with BDE or DBE bidding process for procurement or Contract activities, if applicable; (iv) proof of contractor, subcontractor or vendor eligibility as described in Section 6.6; and (v) any other documents or records reasonably necessary to verify costs spent for the house. CHDO SINGLE FAMILY CONTRACT 4 Riverside Intill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 • Complete Documentation shall meet the standards described in the attached Exhibit "J"- Standards for Complete Documentation. Completion means the substantial completion of the house as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection Report, HUD Compliance Inspection Report, and any other applicable final inspection approval from City. Completion Deadline means April 30, 2020. Construction Lender means the commercial lender making Developer a first lien construction loan for a portion of the construction costs of the Required Improvements as more particularly identified in Exhibit"B" -Budget. Construction Loan means the first lien loan to Developer from the Construction Lender. Construction Loan Documents means the first and superior security instruments including without limitation, Construction Lender's Promissory Note and Deed of Trust, or any other similar security instruments evidencing, securing or guaranteeing Construction Lender's interest in the Required Improvements constructed by Developer in accordance with the terms of this Contract as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means any deed of trust from Developer in favor of City covering the Property and securing the indebtedness evidenced therein and Developer's performance of the requirements of this Contract and of the HOME Regulations, as the same may be extended, amended, restated, supplemented or otherwise modified. The form of the Deed of Trust is attached as part of Exhibit "E" —HOME Loan Documents. Developer Fee means 10% of the total HOME eligible development costs actually spent for the Required Improvements to be paid to Developer. Director means the Director of City's Neighborhood Services Department. Effective Date means July 15, 2019. HAP or HAP Program means City's Homebuyer Assistance Program which provides subordinate forgivable deferred payment purchase money loans with HOME funds for closing cost and/or down payment assistance to eligible homebuyers under the HAP Guidelines. HAP Guidelines means any rules, regulations, guidelines and requirements by City or HUD that a homebuyer must meet in order to (i) qualify for HAP down payment and/or closing cost assistance, and (ii) fulfill the homebuyer's obligations under the HOME Program during the Affordability Period related to the HAP Loan. CHDO SINGLE FAMILY CONTRACT 5 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 HAP Loan means the subordinate purchase money loan from City under its HAP Program to a HOME Eligible Buyer in the minimum amount of$1,000.00 HAP Loan Documents means the HOME Written Agreement between City and the HOME Eligible Buyer, the promissory note in favor of City in the amount of the HAP assistance and the deed of trust securing the HAP Loan, as well as any other instruments evidencing, securing or guaranteeing the HAP Loan, as the same may be extended, amended, restated, supplemented or otherwise modified. HOME means the HOME Investment Partnerships Program. HOME Eligible Buyer means a homebuyer, whether one or more, (i) whose annual income adjusted for family size does not exceed 80% of AMI, and (ii) who meets HAP Guidelines and qualifies for and receives a minimum of $1,000.00 of down payment and/or closing cost assistance in the farm of a HAP loan. HOME Funds means the HOME Program grant funds supplied by City to Developer under the terms of this Contract, which includes the costs set forth in Exhibit"B"—Budget. HOME Loan means the HOME Funds provided to Developer by City in the form of a forgivable deferred payment subordinate loan under the terms of this Contract as more particularly described in the HOME Loan Documents. HOME Loan Documents means the subordinate security instruments including without limitation, City's Promissory Note and Deed of Trust, or any other similar security instruments evidencing, securing or guaranteeing City's interest in the Required Improvements constructed by Developer in accordance with the terms of this Contract as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. HOME Regulations means the HOME Investment Partnerships Program Final Rule found at 24 CFR Part 92 et seq, HOME Requirements means that the house constructed in part with the HOME Funds must be sold by Developer to a HOME Eligible Buyer who has received a minimum HAP Loan of $1,000.00 and who will occupy the house as his or her Principal Residence throughout the Affordability Period in accordance with the HAP Loan Documents and HAP Guidelines. HUD means the United States Department of Housing and Urban Development. IDIS means HUD's Integrated Disbursement Information System. Neighborhood Services Department means City's Neighborhood Services Department. Plans means the elevations and site plans related to the Required Improvements prepared by Developer's architect which have been delivered to and then reviewed and approved by City on CHDO SINGLE FAMILY CONTRACT 6 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 or before the Effective Date, and any and all amendments thereto approved by City. The elevations for the house are attached as Exhibit"A-1"--Final EIevations. Principal Residence means the house purchased from Developer by a HOME Eligible Buyer who will occupy it continuously throughout the Affordability Period in accordance with the HAP Guidelines and the HAP Loan Documents. Promissory 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 form of the Promissory Note is attached as Exhibit "E" — HOME Loan Documents. Property means the lot or lots on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. Required Improvements or the house means all the improvements for a single family house to be constructed on the Property, together with all fixtures, improvements and appurtenances now or later to be located on the Property and/or in such improvements. The house will be commonly known as 2712 La Salle Street, Fort Worth, TX 76111. The Required Improvements are part of an infill housing development project known as the Riverside Single Family Infill Development in which Developer will construct 5 single family houses on scattered sites in the Riverside neighborhood for sale to HOME Eligible Buyers (the "project"). Reimbursement Request means all reports and other documentation described in Section 10. Subordination Agreement means the Subordination Agreement, if any, among the Construction Lender, Developer and City outlining the relative priorities of the Construction Loan and the City's Loan for the Required Improvements. 3. TERM AND EXTENSION 3.1 Term. The term of this Contract begins on the Effective Date and terminates in 2 years unless earlier terminated as provided in this Contract. 3.1.1 Extension of Contract. This Contract may be extended for 1 year upon Developer submitting a request for an extension in writing at least 60 calendar days before the end of the Contract term. The request for extension shall include the reasons for the extension and Developer's anticipated budget, construction schedule and goals for the extended term. It is specifically understood and agreed that it is in City's sole discretion whether to approve or deny Developer's request for an additional term. Any such extension shall be in the form of an amendment to this Contract executed by the Parties. CHDO SINGLE FAMILY CONTRACT 7 Riverside Intill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 3.2 Term of HOME Loan. The term of the HOME Loan commences on the date of the Promissory Note and terminates in 3 years so long as the terms and conditions of this Contract and the HOME Loan Documents have been met. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Requirements Prior to Commitment of HOME Funds. 4.1.1 Project Assessment. Prior to commitment of the HOME Funds to the specific local project described herein, City has (i) identified the addresses of the houses that comprise the project; (ii) assessed the current market demand in the neighborhood where the project will be Iocated; (iii) completed an environmental review in accordance with 24 CFR Part 58; (iv) reviewed all necessary commitments of financing, secured or otherwise including grants; (v) established a complete budget for the project in sufficient detail to determine total project development costs and its funding, including proposed sources and uses; (vi) determined that project costs are reasonable; (vii) completed underwriting and subsidy layering requirements and determined that HOME funds are needed to fill a funding gap; (viii) assessed the feasibility of project construction commencing within 12 months of the commitment date; and (ix) established a completion schedule with deadlines that meet all HOME requirements. 4.1.2 Developer Assessment. Prior to commitment of the HOME Funds to the specific local project described herein, City has determined that (i) Developer meets the CHDO qualifications at Section 92.2; (ii) Developer has the financial capacity and experience to undertake the specific local project; and (iii) Developer meets the requirements to own, develop, or sponsor the housing set out in 24 CFR Part 92.300(a). 4.2 CHDO Certification. 4.2.1 CHDO Certification by City. Each time City commits HOME funds it must re-certify a nonprofit's qualifications to be a CHDO and its capacity to own, sponsor or develop housing in accordance with Section 92.300(a) of the HOME Regulations. 4.2.2.1 By execution of this Contract, City represents that it has re-certified that Developer meets the CHDO definition and has the capacity to fulfill the role of developer of the project. 4.3 Commitment of HOME Funds. This Contract serves as the HOME written agreement described in 24 CFR Part 92.504(c). The HOME Funds will be committed by City to the project when this Contract is fully executed and becomes legally binding. CHDO SINGLE FAMILY CONTRACT 8 Riverside Infill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 4.4 Provide HOME Funds. City shall provide up to $80,520.00 of HOME Funds in the form of the HOME Loan for eligible expenses for the development of the house under the terms and conditions described herein. 4.5 City Will Monitor. City will monitor the activities and performance of Developer and any of its contractors, subcontractors or vendors annually as required by 24 CFR Part 92.504. 5. DEVELOPER OBLIGATIONS. 5.1 Secure Firm Written Financial Commitments. Developer must obtain and furnish City with a firm written financial commitment from a non-speculative identified source in an amount necessary to complete the project. All award or commitment letters received from fenders must be dated prior to the date of the Contract. 5.1.1 City will assess the firm written financial commitments prior to the execution of this Contract to ensure that they are in fact, firm commitments and that (i) the terms and amounts are consistent with the City's financial underwriting of the project; (ii) all sources are compatible with HOME requirements; and (iii) all funds can reasonably be expected to close prior to the disbursement of the HOME Funds. 5.2 Construction of Required Improvements. Developer shall complete the construction of the Required Improvements as described in Exhibit "A" -- Project Summary and Scope of Work in accordance with the Plans, the schedule in Exhibit "C" — Construction and Reimbursement Schedule, and the terms and conditions of this Contract. 5.2.1 Written Cost Estimates Constructions Contracts and Construction Documents. Developer shall submit to City the construction contracts and construction documents 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 written cost estimates for the construction of the Required Improvements to determine that such costs are reasonable. In the event City, in its sole discretion, determines that such costs are unreasonable, Developer shall revise said costs estimates to City's satisfaction. 5.3 Use of HOME Funds. 5.3.1 Sale of Required Improvements to a HOME Eligible Buyer. Developer shall sell the house to HOME Eligible Buyers under the terms and conditions of this Contract. 5.3.2 Costs_in Compliance with HOME Regulations and Contract. Developer shall be reimbursed for eligible costs for the Required Improvements with HOME Funds only if City determines in its sole discretion that: CHDO SINGLE FAMILY CONTRACT 9 Riverside Infill Project Housing Channel--2712 La Salle Street Rev.7/15/2019 5.3.2.1 Costs are eligible expenditures in accordance with the HOME Regulations. 5.3.2.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. 5.3.2.3 Complete Documentation, as applicable, is submitted by Developer. 5.3.3 Budget. Developer agrees that the HOME Funds will be paid on a reimbursement basis in accordance with Exhibit "B" — Budget and Exhibit "C" -- Construction and Reimbursement Schedule. Developer may increase or decrease line-item amounts in the Budget with the Director's prior written approval, which approval shall be in the Director's sole discretion. Any such increase or decrease in line items in the Budget shall comply with Section 5.2.2, Exhibit "A" —Project Summary and Scope of Work, and shall not increase the total amount of HOME Funds. 5.3.4 Change in Budget. 5.3.4.1 Developer acknowledges that HOME funds are to be used as gap financing so Developer must obtain a Commercial Loan for the Required Improvements and the project. Developer shall promptly report any change in the status of the Commercial Loan to City 5.3.4.2 Developer will notify City promptly of any additional funds it receives for development of the Required Improvements, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. 5.3.4.3 Developer agrees to utilize the HOME Funds to supplement rather than supplant funds otherwise available for development costs for the house. 5.4 Payment of HOME Funds to DeveIoper. HOME Funds will be disbursed to Developer upon City's approval of Developer's written and signed Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. It is expressly agreed by the Parties that any HOME Funds not reimbursed to Developer shall remain with City. 5.5 Identify Expenses Paid with HOME Funds. Developer will keep accounts and records in such a manner that City may readily identify and account for expenses reimburset with HOME funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. CHDO SINGLE FAMILY CONTRACT 10 Riverside 1nlall Project Housing Channel—2712 La Salle Street Rev.7/15/2019 5.6 Acknowledgement of City Payment of HOME Funds. Within 90 calendar days after the sale of the house, Developer shall sign an acknowledgement that City has paid all HOME Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying all or any portion of the HOME Funds that City has not paid to Developer. Once City has met all of its obligations for payment of HOME Funds hereunder, an officer of Developer shall sign an acknowledgement of same. 5.7 Sec_urty for City's Interest. To secure City's interest in the Required Improvements and the performance of Developer's obligations hereunder, Developer shall execute the HOME Loan Documents and record the Deed of Trust at the earlier of (i) the acquisition of the Property, or (ii) before any construction materials are delivered to the Property or any work is commenced on the Required Improvements. No HOME Funds will be paid or reimbursed until the HOME Loan Documents are executed and the Deed of Trust is recorded. City will release the Deed of Trust upon the closing of the sale of the house to a HOME Eligible Buyer. 5.7.1 HOME Loan Terms and Conditions. Developer will be required to: 5.7.1.1 Execute the Promissory Note and Deed of Trust along with any other HOME Loan Documents required by City. 5.7.1.2 Provide City with a Mortgagee's or Lender's policy of title insurance in the amount of the HOME Loan. - 5.7.1.3 Pay all costs associated with closing the HOME Loan. 5.7.1.4 Provide City with a copy of an estimated settlement statement from the title company at least l business day before closing of the HOME Loan. 5.7.1.5 Ensure City's lien is in second lien position unless otherwise approved in writing by City. In addition, City must approve in writing any secured financing for the Required Improvements that is to be subordinate to the HOME Loan. 5.7.1.6 The term of the HOME Loan shall be as specified in Section 3.3. 5.7.1.7 No interest shall accrue on the HOME Loan provided that Developer complies with the terms and conditions of the Promissory Note. 5.7.1.8 The HOME Loan is a forgivable deferred payment loan. The HOME Loan will be forgiven provided that (i) the house is sold to a HOME Eligible Buyer in accordance with the HOME Requirements, and (ii) Developer is not otherwise in default of the HOME Loan terms or Contract provisions. ' CHDO SINGLE FAMILY CONTRACT 11 Riverside Intill Project Housing Channel—2712 La Salle Street Rev.7/I5/2019 5.7.1.9 Early repayment of the HOME Loan shall not relieve Developer of its obligations under this Contract or the HOME Regulations including but not limited to the HOME Requirements. The Deed of Trust shall secure both repayment of the HOME Funds, if required, and performance by Developer of its obligations under this Contract. 5.7.1.10 Refinancing of the HOME Loan or any approved subordinate financing by Developer shall require City's prior written approval for the purpose of ensuring compliance with the HOME Requirements, which approval shall not be unreasonably conditioned or withheld. 5.7.1.11 Failure by Developer to comply with this Section 5.7.1 will be an event of default under this Contract and the HOME Loan Documents. 5.7.1.12 City agrees, if requested by the Construction Lender, to execute a Subordination Agreement. 5.8 Maintain. HOME Requirements. Developer shall ensure that the house is sold to a HOME Eligible Buyer as required by this Contract and the HOME Regulations. Developer must notify City in writing if Developer has not entered into a binding sales contract for the house with a HOME Eligible Buyer within 6 months of Completion. Such notice must be given within 14 calendar days of the 6 month deadline and Developer shall have 7 calendar days from the date of the notice to submit a detailed plan describing how the house will be sold to a HOME Eligible Buyer within 9 months of Completion. If Developer has not sold the house within 9 months of Completion, then the default provisions of Section 11.3 of this Contract shall apply. 5.9 HOME Requirements Survive Transfer. Any sale or transfer of the Property by Developer during the Contract term, other than a sale of the house to a HOME Eligible Buyer or a transfer due to condemnation or to obtain utility services, may at City's sole discretion require the repayment of the HOME Funds. At a minimum, any such sale or transfer will require the new owner or transferee to assume in writing the HOME Requirements as well as all of Developer's other obligations under this Contract. Failure of the new owner or transferee to promptly assume all of Developer's obligations under this Contract and the HOME Loan Documents will result in immediate termination of this Contract and any HOME Funds already paid to Developer must be repaid to City within 30 days of such termination. In addition, City may pursue any of its remedies under the HOME Loan Documents if the new owner or transferee fails to assume all of Developer's obligations hereunder. CHDO SINGLE FAMILY CONTRACT 12 Riverside Infill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 5.10 Maintain CHDO Status. 5.10.1. CHDO Requirements Met. By the execution of this Contract, Developer represents that it meets the requirements for designation as a CHDO set forth in 24 CFR Part 92.2. 5.10.2 CHDO Status Reports. Developer has a continuing duty to provide City with all documentation or information in regard to any change in its status as a CHDO or as a 501(c)(3) tax exempt entity within 10 business days of said change. Developer shall provide an annual board roster and proof of its continued status as a CHDO to City by January 30th of each year. CHDO shall replace any board member who resigns or is otherwise no longer able to serve within 3 months of the vacancy. The failure of Developer to maintain its status as a CHDO and a 501(c)(3) tax exempt entity shall result in termination of this Contract and return of all HOME Funds to City if CHDO is unable to cure any violations of this Section within 30 calendar days of written notice from City. 6. 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 or the Completion Deadline shall be an event of default. Developer may not change the Construction Schedule without the Director's prior written approval, which approval shall be in the Director's sole discretion. 6.1.1 Construction Inspections. City shall conduct progress and final inspections of the construction of the house to ensure that work is done in accordance with applicable codes, Developer's construction contract and the construction documents in accordance with 24 CFR Part 92.251(a)(2)(v). The construction of the house must pass a Neighborhood Services Department Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any other applicable HUD-required inspections during the construction period, along with any applicable final inspection approval from City at the completion of the construction of the house. 6.2 Applicable Laws, Building Codes and,Ordinances. The Plans and construction for the house shall (i) conform to all applicable Federal, State, City and other local laws, ordinances, codes, rules and regulations, including the HOME Regulations; (ii) meet all City building codes; (iii) meet the Energy Conservation requirements as required by the State of Texas in Chapter 11 of the International Residential Code; (iv) if new construction, must conform to the Model Energy Code published by the Council of American Building Officials. CHDO SINGLE FAMILY CONTRACT 13 Riverside Infill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 6.3 Property Standards During,Construction. If applicable, Developer shall comply with the following during the construction of the house: (i) the Uniform Physical Condition Standards ("UPCS") contained in 24 CFR 5.703, and (ii) City property standards. 6.4 Lead-Based Paint Requirements. If applicable, Developer will comply with all Federal lead-based paint requirements including Iead screening in housing built prior to 1978 in accordance with 24 CFR Part 92.355 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair and Painting Program Final Rule, 40 CFR Part 745 in the construction and/or rehabilitation of the Required Improvements. 6.5 Approval of Plans by City Not Release of Responsibility. Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the responsibility or liability of Developer or any of its architects, contractors or subcontractors, or their respective officers, agents, employees and lower tier subcontractors, for the accuracy or the competency of the Plans, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other documents; or (ii) an assumption of any responsibility or liability by City for any negligent act, error or omission in the conduct or preparation of any tests, investigations, surveys, designs, working drawings and specifications or other documents by Developer or any of its architects, contractors or subcontractors, and their respective officers, agents, employees and lower tier subcontractors. 6.6 Contractor, Vendor and Subcontractor Requirements. Developer will use commercially reasonable efforts to ensure that all contractors or vendors utilized by Developer, or subcontractors utilized by Developer's general contractor, are appropriately licensed and such licenses are maintained throughout the construction of the house. For purposes of this Contract, the term "vendors" shall include real estate brokers, other real estate marketing professionals, title companies, as well as surveyors and appraisers if Developer pays for the survey or the appraisal. The term "vendors" does not include suppliers and materialmen. Developer shall ensure that all subcontractors or vendors utilized by Developer or subcontractors utilized by Developer's general contractor in the construction of the house, or vendors utilized by Developer in the marketing or sale of the house are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by City, the State of Texas or the Federal government. Developer acknowledges that 24 CFR Part 200 forbids Developer from hiring or continuing to employ any contractor, subcontractor or vendor that is listed on 'the Federal Excluded Parties List System for Award Management, www.sam.gov ("SAM"). Developer must confirm by search of SAM that all contractors, subcontractors or vendors are not listed by SAM as being debarred, both prior to hiring and prior to submitting a Reimbursement Request which includes invoices from any such contractor, subcontractor, or vendor. Failure to submit such proofs of search shall be an event of default. In the event that City determines that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's general contractor shall immediately cause such contractor, subcontractor or vendor to stop work on the house and Developer shall not be reimbursed for any work performed by such contractor, subcontractor or vendor. However, this Section shall not be construed to be an assumption of CHDO SINGLE FAMILY CONTRACT 14 Riverside Infili Project Housing Channel—2712 La Salle Street Rev.7/15/2019 any responsibility or liability by City for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to the SAM shall survive the termination of this Contract and be applicable for so long as Developer owns the house which was constructed in whole or in part with the HOME Funds. 7. SALE OF REQUIRED IMPROVEMENTS TO HOME ELIGIBLE BUYER. 7.1 Income EIilZibility. Homebuyer eligibility will be determined using the definition of annual income in 24 CFR 5.609. 7.2 Sales Price of Re uired Improvements; Market Analysis. The sales price of each house shall not exceed 95% of the median purchase price for the area as set by HUD in accordance with 24 CFR 92.254. The sales price of the house shall be established by a market analysis obtained by Developer and furnished by Developer to City within 30 calendar days of Developer applying for building permits from City. The sales price established by the market analysis shall only be valid for 9 months from the date of the market analysis. If Developer has not sold the house to a HOME Eligible Buyer within the 9 month period during which the market analysis is valid, a new market analysis must be performed to establish the sales price of the house. City in its sole discretion may extend this 9 month period for up to 60 days if Developer has entered into a binding sales contract for the house before the end of the 9 month period and needs the extension to close the sale of the house. 7.3 HOME Eligible Buyer. All purchasers of the house must be HOME Eligible Buyers. Developer must verify that a prospective purchaser is a HOME Eligible Buyer and must timely supply City with all information necessary to prove eligibility for the HAP Loan. Any attempted sale of a house to a purchaser who is not a HOME Eligible Buyer shall be an event of default and shall result in automatic termination of this Contract. HOME Eligible Buyers must complete a homeownership training and counseling program prior to closing their purchase of the house from Developer. This requirement shall be evidenced by a completion certificate from a HUD- certified housing counseling agency provided to City. Failure to provide a copy of such certificate to City shall be an event of default. 7.3.1 HAP Participation. All prospective purchasers of a house must apply and qualify for a HAP Loan of at least $1,000.00 of down payment and/or closing cost assistance at least 30 calendar days prior to closing of the sale of the house. Eligibility for a HAP Loan shall be determined by City in its sole discretion using the HAP Guidelines. City shall enter into a HOME Written Agreement with the prospective purchaser as part of the HAP Loan. If requested by City, Developer shall use its best efforts to timely provide City with all documents necessary for City to process the HAP Loan application, including verification of homebuyer income eligibility. CHDO SINGLE FAMILY CONTRACT 15 Riverside Infill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 7.3.2 Other HOME Assistance. HOME Regulations require that the amount of HOME investment that is subject to recapture is based on the amount of HOME assistance that enabled the homebuyer to buy the dwelling unit. The sales price of the house will be determined by a market analysis performed by Developer in accordance with Section 7.2. In the event that the price of the house is reduced below the sales price set by the market analysis or a lender's appraisal, whichever is lower, and the amount of the reduction in the sales price plus the amount of the HAP Loan exceeds $14,999.00, then the Affordability Period will be 10 years. If the amount of the reduction in the sales price plus the amount of the HAP Loan exceeds $39,999..00, then the Affordability Period will be 15 years. 7.3.2.1 If required, the additional Affordability Period will be .more particularly described in the HOME Written Agreement and evidenced by a note to City in the amount of the other HOME Assistance described in this subsection (the "other HOME Assistance") and secured by a deed of trust in favor of City. The loan will be a subordinate forgivable deferred payment loan for the term of the additional required Affordability Period attributable to the other HOME Assistance. City may, in its sole discretion, include the loan terms attributable to the other HOME Assistance in the HAP Loan Documents. 7.3.2.2 Developer shall notify City, and if necessary, the prospective homebuyer and the prospective homebuyer's first lien mortgage company within 5 business days of determining that the sales price of the house will require an additional Affordability Period. 7.4 Sales Contract. Developer shall provide City with a copy of a proposed sales contract for the house for City approval prior to execution by Developer. City will review and approve the sales contract or request changes within 1 business day. The sales contract must contain the following provision: 7.4.1 "The Property was constructed with Federal funds which require that the Buyer occupy it as Buyer's principal residence for up to 15 years. To assure performance of this Federal requirement, Buyer must apply for and obtain a subordinate loan of at least $1,000.00 from the City of Fort Worth's Homebuyer Assistance Program for closing cost and/or down payment assistance. City's loan will be secured with a Deed of Trust which will remain on the Property for a minimum of 5 years. H Buyer occupies the Property as Buyer's principal residence for the full affordability period based on the amount of direct assistance calculated in accordance with Federal requirements, City will forgive its loan. If Buyer does not meet the Federal requirements for City's loan, Seller shall terminate the contract by giving notice to Buyer and the Earnest Money will be refunded to Buyer." CHDO SINGLE FAMILY CONTRACT 16 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 7.5 Developer to Provide Settlement Statement. Developer shall provide City the estimated Closing Disclosures at least 5 business days prior to the closing of the sale of the house to a HOME Eligible Buyer. The Closing Disclosures shall show any homebuyer subsidies, the HAP Loan, and, if applicable, any loan from City for the other HOME Assistance as described in Section 7.3.2. Developer shall not close the sale of a house without receiving City's written approval of the final Seller's Closing Disclosure. Written approval from City to the title company closing the sale of the house which recites that there is no payment due for the HOME Loan and agreeing to execute a Release of Lien for the Deed of Trust shall be deemed written approval of the final SeIler's Closing Disclosure for purposes of this Section. 7.6 Deadline for Sale of Required Improvements. The house must be sold to a HOME Eligible Buyer within 9 months of Completion. Developer shall submit monthly status reports to City regarding the sale of each house beginning with the first month after Completion and continuing until the house is sold. 7.7 Marketing 7.7.1. Affirmative Marketing. Developer must adopt affirmative marketing procedures and requirements for the Required Improvements consistent with City policies and procedures. The procedures and requirements must include methods for informing the public, owners and potential homebuyers about fair housing laws and policies so as to ensure that all individuals, without regard for sex, age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender, are given an equal opportunity to participate in the project. Affirmative marketing procedures and requirements must include the following as required by 24 CFR Part 92.351: 7.7.1.1 Methods for informing the public, owners, and potential purchasers about Federal fair housing laws and City's affirmative marketing policy 7.7.1.2 Requirements and practices Developer must adhere to in order to carry out City's affirmative marketing procedures and requirements 7.7.1.3 Procedures to be used by Developer to inform and solicit potential purchasers of the houses constructed as part of the project in the housing market area who are not likely to seek to purchase a house without special outreach; 7.7.1.4 Records that will be kept describing actions taken by Developer to affirmatively market the program and houses constructed as part of the project and records to assess the results of these actions; and CHDO SINGLE FAMILY CONTRACT 17 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 7.7.1.5 A description of how Developer will annually assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. 7.7.2. City Approval. All Developer marketing procedures related to the house and the project, including but not limited to the affirmative marketing described in Section 7.7.1, are subject to approval by City. Developer shall submit all marketing plans for City approval no later than 30 calendar days after the Effective Date. 7.7.3 Effective Marketiniz. Developer will be solely responsible for the effective marketing responsibilities necessary to achieve the HOME Requirements. Documentation supporting these efforts shall be submitted to City upon request and shall include, but not be limited to, brochures, sign-in sheets for open houses, listings, and advertisements for the house and the project. 7.8 Developer Fee. Developer shall be paid the Developer Fee as more particularly described in Exhibit "B" — Budget and Exhibit "C" — Construction and Reimbursement Schedule upon the closing of the sale of the house to a HOME Eligible Buyer so long as City has received copies of all of the inspections set forth in Section 6.1.1. City shall pay Developer Fee at City's sole option(i) outside of closing upon receipt from Developer of an invoice including Complete Documentation showing the total amount of HOME Funds actually spent to develop the Required Improvements, or (ii) at closing. City, in its sole discretion, may elect to pay a portion of the Developer Fee before closing. If City so elects, such early partial payment shall be more particularly described in Exhibit "B"—Budget and Exhibit "C"—Construction and Reimbursement Schedule. 7.9 CHDO Proceeds. 7.9.1 Use of CHDO Proceeds by Developer. Developer shall retain the CHDO Proceeds to be used for furthering affordable housing in the form of hard and soft costs associated with housing construction, educational services related to home ownership, and operating expenses associated with carrying out affordable housing activities which include but are not limited to staff salaries, rent and utilities, taxes, marketing and other similar expenses. 7.9.2 Report on Use of CHDO Proceeds. Developer shall report to the Compliance Division of the Neighborhood Services Department on its use of CHDO Proceeds on January 15, April 15, July 15, and October 15 for the previous 3 months until the CHDO Proceeds have been fully expended. Such reports shall be in a format requested by City, and shall be in sufficient detail and include sufficient and adequate documentation to enable City to track and identify Developer's use of CHDO Proceeds for affordable housing purposes. City retains the right to monitor such use for cost reasonableness and appropriateness. CHDO SINGLE FAMILY CONTRACT 18 Riverside Inlall Project Housing Channel—2712 La Salle Street Rev.7/15/2019 8. ADDITIONAL HOME REQUIREMENTS. Developer agrees to comply with all requirements of the HOME Program as stated in the HOME Regulations, including, but not limited to the following: 8.1 Environmental Review. HOME Funds will not be paid and costs may not be incurred until City has conducted an environmental review and completed an Environmental Review Record as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including if applicable, property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance. Any violation of this Section will (i) cause this Contract to terminate immediately, and (ii) require Developer to repay to City any HOME Funds received and forfeit any future payments of HOME Funds. 8.1.2 Mitigation. Developer must take the mitigation actions outlined in Exhibit "A-2"—Environmental Mitigation Action. Failure to complete the required mitigation action is an event of default under this Contract. 8.2 Contract Not Constituting Commitment of Funds. Notwithstanding any provision of this Contract, the Parties agree and acknowledge that this Contract does not constitute a commitment of HOME Funds, and that such commitment or 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 HOME Loan Documents until the project is closed in IDIS and for 5 years thereafter. Developer will provide reports and access to project files as requested by City during the term of the Contract and for 5 years after the project is closed in IDIS. In order to assist City with its monitoring, Developer shall comply with all the reporting requirements set out in this Contract. 8.3.2 Representatives of City, HUD, HUD Office of Inspector General, and the United States Comptroller General shall have access during regular business hours, upon 48 hours' prior notice, to Developer's offices and records that are related to the use of the HOME Funds, and to Developer's officers, agents, and records that are related to the use of the HOME Funds, and to Developer's officers agents, employees, contractors, subcontractors and vendors for the purpose of such monitoring. 8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring, City reserves the right to perform desk reviews or on-site monitoring of Developer's compliance with the terms and conditions of this Contract and the HOME Loan. City shall provide CHDO SINGLE FAMILY CONTRACT 19 Riverside lnfill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 Developer with a written report of the monitor's findings after each monitoring visit. If the monitoring report notes deficiencies in Developer's performance, the report shall include requirements for the timely correction of said deficiencies by Developer. Failure by Developer to take the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein or City may take all actions allowed in the Loan Documents. 8.3.4 This Section 8.3 shah be applicable for the duration of the Contract term and for 5 years thereafter and shall survive the earlier termination or expiration of this Contract. 8.4 Compliance with the Uniform Relocation Act. If applicable, Developer shall comply with the relocation requirements of 24 CFR Part 92.353 and all other applicable Federal and State laws and City ordinances and requirements pertaining to relocation. 8.5 Compliance with Davis-Bacon Act. If applicable, Developer and its general contractor and all lower tier subcontractors will comply with the Davis-Bacon Act as described in Section 14.14 and Exhibit "H"—Federal Labor Standards Provisions - Davis-Bacon Requirements-. 8.6 Developer Procurement Standards. Developer shall ensure that procurement of materials and services is done in a cost effective manner. Developer shall comply with all applicable federal, state and local laws, regulations, and ordinances for making procurements under this Contract. Developer shall 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. As applicable, Developer will comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200, 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 CHDO SINGLE FAMILY CONTRACT 20 Riverside Intall Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 Transparency Act ("FFATA") governing requirements on executive compensation and provisions governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. 8.10.1 Developer shall provide City its DUNS number prior to the payment of any Reimbursement Requests. 8.11 Internal Controls. In compliance with the requirements of 2 CFR 200.303, Developer shall: 8.11.1 Establish and maintain effective internal control over the HOME Funds that provides reasonable assurance that Developer is managing the HOME Funds in compliance with federal statutes, regulations, and the terms and conditions of this Contract. These internal controls shall be in compliance with guidance in "Standards for Internal Control in the Federal Government" issued by the Comptroller General of the United States or the "Internal Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"); 8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this Contract; 8.11.3 Evaluate and monitor Developer's compliance with statutes, regulations and the terms and conditions of this Contract; 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 construction or sale of the house. Developer shall cause all applicable provisions of this Contract to be included in and made a part of any contract or subcontract executed in the performance of its obligations hereunder, including its obligations regarding the HOME Requirements and the HOME Regulations. Developer shall monitor the services and work performed by its CHDO SINGLE FAMILY CONTRACT 21 Riverside Infill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 contractors, subcontractors and vendors on a regular basis for compliance with the HOME Requirements, the HOME Regulations and Contract provisions. Developer is responsible to cure all violations of the HOME Regulations committed by its contractors, subcontractors or vendors pertaining to this Contract. City maintains the right to insist on Developer's full compliance with the terms of this Contract and the HOME Regulations and Developer is responsible for such compliance regardless of whether actions to fulfill the requirements of this Contract or the HOME Regulations are taken by Developer or by Developer's contractors, subcontractors or vendors. Developer acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and be applicable for 5 years after the termination of this Contract. 8.14 Payment and Performance Bonds. Subject to the requirements of 2 CFR Part 200, Developer shall furnish City with payment and performance bonds in a form acceptable to City in the amount of the total construction cost for the project as shown in the construction contract between Developer and its general contractor for the project, but not less than $153,000.00, which is the amount shown on the Budget attributable to the construction of the Required Improvements. At City's discretion, other forms of assurance may be acceptable so long as they meet the requirements of the HOME Regulations and 2 CFR Part 200. 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 its obligation under the terms 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. Developer will maintain all records and documentation related to this Contract for 5 years after the Contract terminates. If any claim, litigation, or audit is initiated before the expiration of the 5 year period, the relevant records and documentation must be retained until all such claims, litigation or audits have been resolved. 9.1.2 Access to Records. Representatives of City and HUD and any duly authorized officials of the Federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's records pertaining to all matters covered by this Contract for 5 years after the Contract terminates. Such access shall be during regular business hours and upon at least 7 calendar day's prior notice. 9.2 Reports. Developer will submit to City all reports and documentation described in this Contract in such form as City may prescribe. Developer may also be required to submit a final performance and/or final financial report if required by City at the termination of this Contract and/or the end of the Loan in such form and within such times as City may prescribe. Failure to submit any CHDO SINGLE FAMILY CONTRACT 22 Riverside Infill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 report or documentation described in this Contract to City shall be an event of default of this Contract and City may exercise all of it remedies for default under this Contract and Loan Documents. 9.2.1 Additional Information. Developer shall provide City with additional information as may be required by State or Federal agencies to substantiate HOME Program activities and/or expenditure eligibility. 9.3 ChanL-e in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at its discretion. City will notify Developer in writing at least 30 calendar days prior to the effective date of such change, and the Parties shall execute an amendment to this Contract reflecting such change if necessary. 9.4 City Reserves the Right to Audit. City reserves the right to perform an audit of Developer's project operations and finances at any time during the term of this Contract or for 5 years after the Contract terminates, if City determines that such audit is necessary for City's compliance with the HOME Regulations or other City policies, and Developer agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to Developer of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this Contract and/or other contracts with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME 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). 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 house or project, if necessary; and CHDO SINGLE FAMILY CONTRACT 23 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 10.2.2 Proof that each expense was paid by Developer, which can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3 Deadline for Submitting Reimbursement Requests. All Reimbursement Requests along with Complete Documentation shall be submitted by Developer to City within 60 calendar days from each of the deadlines as shown in Exhibit "C"— Construction and Reimbursement Schedule. 10.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 CALENDAR DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" --- CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30 CALENDAR DAYS OF THE COMPLETION DEADLINE. 10.3.3 Final Pa meat. Developer shall not be reimbursed for Final Payment until it submits Exhibit "G" — HOME Project Compliance Report to City regarding the HOME Eligible Buyer. 10.4 Withholding Payment. 10.4.1 CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER THIS CONTRACT IF COMPLETE DOCUMENTATION IS NOT RECEIVED. 10.4.2 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL ALL LIENS ARE RELEASED TO CITY'S SATISFACTION AND THE CLOSING OF THE SALE OF THE HOUSE TO A HOME ELIGIBLE BUYER. Developer shall furnish City with a copy of an Affidavit of Completion sworn to by Developer's general contractor that has been filed by Developer in the Tarrant County Real Property Records in compliance with the Texas Property Code, Section 53.106 as proof that all subcontractors, laborers and materialmen have been paid in full for all labor and materials provided to the general contractor for the house and. project. 10.5 Timing of Payment. Provided that Developer submits Complete Documentation with respect to the Required Improvements in conformance with this Contract, City will reimburse Developer for eligible expenses within 15 calendar days. CHDO SINGLE FAMILY CONTRACT 24 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin or Complete the Required Improvements 11.1.1 The Property shall be acquired by Developer within 4 months of the Effective Date. If Developer fails to begin construction of the house within 3 months of the acquisition of the Property or, if Developer already owns the Property, within 3 months of the Effective Date, this Contract shall automatically terminate without further notice or opportunity to cure, and with no penalty or liability to City. 11.1.2 If City determines that the Required Improvements were not completed by the Completion Deadline or have failed to pass any of the inspections described in Section 6.1.1, City shall have the right to terminate this Contract effective immediately upon written notice to Developer of such intent with no penalty or liability to City after giving Developer 30 calendar days to cure. City shall also be entitled to demand repayment of the HOME Funds already disbursed to Developer and enforce any of the provisions of HOME Loan Documents for default. 11.2 Failure to Submit Complete Documentation During Construction. 11.2.1 If Developer fails to submit Complete Documentation during construction of the Required Improvements in accordance with Exhibit "C" -- Construction and Reimbursement Schedule, or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or the HOME Regulations as determined by City in its sole discretion, City will notify Developer in writing and Developer will have 30 calendar days from the date of City's written notice to submit or resubmit any such report or documentation. If Developer fails to submit or resubmit any such report or documentation within such time, City shall have the right to withhold payments. If such failure continues for an additional 30 calendar days (a total of 60 calendar days), City shall have the right to terminate this Contract effective immediately upon written notice of such intent to Developer with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any such report or documentation is missing or otherwise not in compliance with this Contract or the HOME Regulations. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or the HOME Regulations as determined by City in its sole discretion, City will notify Developer in writing of such default and Developer will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If Developer fails to cure the default within such time, Developer shall forfeit any payments otherwise due under such Reimbursement Request. If such failure to resubmit such Reimbursement Request continues for an additional 15 calendar days (a total of 30 calendar days), City 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. CHDO SINGLE FAMILY CONTRACT 25 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 11.2.3 In the event of more than 2 instances of default, cured or uncured, under Sections 11.2.1 or 11.2.2, City reserves the right at its sole option to terminate this Contract effective immediately upon written notice of such intent to Developer with no penalty or liability to City. 11.2.4 Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any Reimbursement Request, report or other documentation is missing, past due or is not in compliance with this Contract or the HOME Regulations, or during any period during which Developer is in default of this Contract. 11.2.5 In the event of termination under this Section 11.2, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to City within 30 calendar days of termination under this Section. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the HOME Loan Documents. 11.3 Failure to Sell Required Improvements. Developer must notify City in writing if Developer fails to sell the house to HOME Eligible Buyers within 9 months of Completion as described in Section 53. Developer must notify City in writing no later than 8 months after Completion which of the following options Developer plans to elect if a house will not be sold to a HOME Eligible Buyer within 9 months of Completion: 11.3.1 Convert the house to a rental unit as described in 24 CFR Part 92.252. Developer will be responsible for maintenance and management of the rental house. If Developer selects this option, City will enter into a separate agreement with Developer setting forth the HOME requirements applicable for HOME rental units; or 11.3.2 Repay City all HOME Funds provided to Developer under this Contract for the unsold house within 30 calendar days of notifying City of this option. If Developer selects this option,this Contract may be terminated at City's sole election. 11.4 Failure to Maintain or Submit Required Reports and Documentation. If Developer fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract after the Required Improvements are completed, or if the submitted report or documentation is not in compliance with this Contract or the HOME Regulations as determined by City in its sole discretion, City will notify Developer in writing and Developer will have 15 calendar days from the date of the written notice to obtain or recreate the missing records or documentation, or submit or resubmit any such report or documentation to City. If Developer fails to maintain the required reports or documentation, or submit or resubmit any such report or documentation within such time, City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. In the event of termination under this Section 11.4, any HOME Funds paid to Developer must be repaid to City within 30 calendar days of CHDO SINGLE FAMILY CONTRACT 26 Riverside Infill.Project Housing Channel—2712 La Salle Street Rev.7/15/2019 termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the HOME Loan Documents. 11.5 In General. 11.5.1 Subject to Sections 11.1, 11.2, 11.3 and 11.4, and unless specifically provided otherwise in this Contract, Developer shall be in default under this Contract if Developer breaches any term or condition of this Contract. In the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be specified herein), or if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by both Parties mutually and in good faith, City shall have the right to elect, in City's sole discretion, to (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to Developer, or (iii) pursue any other legal remedies available to City under this Contract or the HOME Loan Documents. 11.5.2 City's remedies may include: 11.5.2.1 Direct Developer to prepare and follow a schedule of actions for carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implement the affected activities. 11.5.2.2 Direct Developer to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 11.5.2.3 Cancel or revise activities likely to be affected by the performance deficiency, before expending HOME Funds for the activities. 11.5.2.4 Reprogram HOME Funds that have not yet been expended from affected activities to other eligible activities or withhold HOME Funds. 11.5.2.5 Direct Developer to reimburse City in any amount of HOME Funds not used in accordance with the HOME Regulations. 11.5.2.6 Suspend reimbursement of HOME Funds for affected activities. 11.5.2.7 Any other appropriate action including but not limited to any remedial action legally available such as. declaratory judgment, specific performance, damages, temporary or permanent injunctions, termination of this Contract or any other contracts with Developer, and any other available remedies. 11.5.3 In the event of termination under this Section 11.5, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer CHDO SINGLE FAMILY CONTRACT 27 Riverside Infill Project Housing Channel--2712 La Salle Street Rev. 7/15/2019 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 HOME Loan Documents. 11.5.4 If this Contract terminates prior to the sale of the house to a FIOME Eligible Buyer or to conversion to a lease purchase or rental unit, Developer waives all right to the Developer Fee. 11.6 No Funds Disbursed while in Breach. Developer understands and agrees that no HOME Funds will be paid to Developer until all defaults are cured to the satisfaction of City. 11.7 No Compensation After Date of Termination. Developer will not receive any HOME Funds for work undertaken after the date of termination. 11.8 Rights of City Not Affected. Termination shall not affect or terminate any of the existing rights of City against Developer, or which may thereafter accrue because of such default, and this provision shall be in addition to any and all other rights and remedies available to City under the law and HOME 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. 11.9 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a default or breach of any term, covenant, or condition of this Contract or the HOME Loan Documents shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof or thereof. 11.10 Civil, Criminal and Administrative Penalties. Failure to perform all Contract terms may result in civil, criminal or administrative penalties, including,but not limited to those set out in this Contract. 11.11 Termination for Cause. 11.11.1 City may terminate this Contract in the event of Developer's default, inability, or failure to perform subject to notice, grace and cure periods. In the event City terminates this Contract for cause, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no 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 HOME Loan Documents. DEVELOPER CHDO SINGLE FAMILY CONTRACT 28 Riverside Infill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT FOR CAUSE, NEITHER DEVELOPER NOR ANY AFFILIATES OF DEVELOPER WILL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. 11.11.2 This Contract shall be terminated immediately in the event Developer loses its CHDO certification or status after the cure period stated in Section 5.9.2. 11.11.3 Developer may terminate this Contract if City does not provide the HOME Funds substantially in accordance with this Contract. 11.12 Termination for Convenience. In terminating in accordance with 2 CFR 200, Appendix II, this Contract may be terminated in whole or in part only as follows: 11,12.1 By City with the consent of Developer in which case the Parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated, or 11.12.2 By Developer upon written notification to City setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. In the case of a partial termination, City may terminate the Contract in its entirety if City determines in its sole discretion that the remaining portion of the Contract to be performed or HOME Funds to be spent will not accomplish the purposes for which this Contract was made. 11.13 Dissolution_of Developer Terminates Contract. This Contract shall terminate in the event Developer is dissolved or ceases to exist. In the event of termination under this Section, all HOME Funds are subject to repayment and/or City may exercise all of its remedies under this Contract and the HOME Loan Documents. 11.14 Reversion of Assets. In the event this Contract is terminated with or without cause, all assets acquired by Developer with the HOME Funds including but not limited to plans, drawings, surveys, renderings, construction documents and any other real or personal property owned by Developer that was improved with the HOME Funds shall belong to City and shall automatically transfer to City or to such assignees as City may designate. 11.15 Notice of Termination under Subordination Agreement. City shall not terminate this Contract without first giving notice and opportunity to cure if required in any Subordination Agreement. 12. REPAYMENT OF HOME FUNDS. All HOME Funds are subject to repayment in the event the house or the project does not meet the requirements of this Contract or of the HOME Regulations. If Developer takes any CFIDO SINGLE FAMILY CONTRACT 29 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 action that results in City being required to repay all or any portion of the HOME Funds to HUD, Developer agrees it will reimburse City for such repayment. 13. MATERIAL OWNERSHIP CHANGE. If ownership of Developer materially changes after the date of this Contract, City may but is not obligated to, terminate this Contract. City has 30 calendar days to make such determination after receipt of written notice from Developer and failure to make such determination will constitute a waiver. In the event of termination by City under this Section 13, all HOME Funds awarded but not yet paid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to City within 30 calendar days of termination under this Section. 14. GENERAL PROVISIONS 14.1 Developer an Independent Contractor. Developer shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Developer shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 14.2 Doctrine of Respondeat Superior. The doctrine of respondeat superior shall not apply as between City and Developer, its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Developer. City does not have the legal right to control the details of the tasks performed hereunder by Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 14.3 Developer Property. City shall under no circumstances be responsible for any property belonging to Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. 14.4 Religious Organization. No portion of the HOME Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for buyers of a HOME- funded property. CHDO SINGLE FAMILY CONTRACT 30 Riverside Infill Project Housing Channel—2712 La Salle Street Rev. 7/1 512 0 1 9 14.5 Venue. Venue shall lie in Tarrant County, Texas for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract. 14.6 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by Federal law, the choice of law shall be the laws of the State of Texas. 14.7 Severability. The provisions of this Contract are severable, and if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be invalid by a court or Federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 14.8 Written Alzreement Entire Afreement. This written instrument and the Exhibits, Attachments and Addendums attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitute the entire agreement by the Parties concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement which purports to vary the terms of this Contract shall be void. Any amendments to the terms of this Contract must be in writing and executed by the Parties. 14.9 Paragraph Headings for Reference Only, No Legal Significance; Number and Gender. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine. The words "include" and"including" whenever used herein shall be deemed to be followed by the words "without limitation". 14.10 Compliance With All Applicable Laws and Regulations. Developer agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the performance of this Contract. Those laws include, but are not limited to: ➢ HOME Investment Partnerships Act as set out above ➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including provisions requiring recipients of Federal assistance to ensure meaningful access by person of limited English proficiency ➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections CHDO SINGLE FAMILY CONTRACT 31 Riverside Infill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 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 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. ("NE PA") and the related authorities listed in 24 CFR Part 5S. ➢ 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 ➢ ReguIations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered persons ➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part 23, Subpart F ➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on participation by ineligible, debarred or suspended persons or entities ➢ ReguIations 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 CHDO SINGLE FAMILY CONTRACT 32 Riverside inlill Project Housing Channel--2712 La Salle Street Rev.7/15/2019 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) 9 Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. 14.11 HUD-Assisted Projects 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. H the work performed under this Contract is on a project assisted under a program providing direct Federal financial assistance from HUD, Section 3 of 24 CFR Part 135 ("Section 3") requires that the following clause, shown in italics, be inserted in all covered contracts ("Section 3 Clause"): Section to be quoted in covered contracts begins: "A. The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 US.C. 1701 u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assisted or HUD-assistance 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./rom complying with the Part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative 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 apprenticeship and training positions, the qualifications for each; and the name and location of the persons) taking applications for each of the positions; and the anticipated date the work shall begin. CHDO SINGLE FAMILY CONTRACT 33 Riverside Infill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 D. The contractor agrees that to include this Section 3 clause in every subcontract subject to compliance with regulations 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 a finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. E. The contractor will certify that any vacant employment positions, including training positions that are filled (1) after the contractor is selected but before the contract is executed, and(2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. 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. 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 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 7(b) 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 CHDO SINGLE FAMILY CONTRACT 34 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 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.E Documenting actions taken to comply with Section 3; and 14.11.2.7 Submitting Section 3 Annual Summary Reports (Form HUD- E0002) in accordance with 24 CFR Part 135.90. 14.11.3 Section 3 Reporting Requirements. In order to comply with the Section 3 requirements, Developer must submit the forms attached hereto as Exhibit "I" - Section 3 Reporting Forms and take the following actions: 14.11.3.1 Report to the City all applicants for employment by contractor and subcontractor on a quarterly basis. This shall include name, address, zip code, date of application, and status (hired/not hired) as of the date of the report. 14.11.3.2 Advertise available positions to the public for open competition, and provide documentation to City with the quarterly report that demonstrates such open advertisement, in the form of printout of Texas Workforce Commission posting, copy of newspaper advertisement, copy of flyers and listing of locations where flyers were distributed, and the like. 14.11.3.3 Report to City all contracts awarded by contractor and subcontractor on a quarterly basis. This shall include name of contractor and/or subcontractor, address, zip code, and amount of award as of the date of the report. 14.12 Prohibition Aeainst Discrimination. 14.12.1 General Statement. Developer shall comply in the execution, performance or attempted performance of this Contract with all non-discrimination requirements of 24 CFR Part 92.350 and Chapter 17, Article III, Division 4—Fair Housing of the City Code. Developer may not discriminate against any person because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will Developer permit its officers, members, agents, employees, vendors or project participants to engage in such discrimination. CHDO SINGLE FAMILY CONTRACT 35 Riverside Infill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 This Contract is made and entered into with reference specif cally to Chapter 17, Article III, Division 3 - Employment Practices of the City Code, and Developer hereby covenants and agrees that Developer, its officers, members, agents, employees, vendors and contractors, have fully complied with all provisions of same and that no employee, or applicant for employment has been discriminated against under the terms of such ordinances by either or its officers, members, agents, employees, vendors or contractors. 14.12.2 No Discrimination in Employment during the Performance of this Contract. During the performance of this Contract Developer agrees to the following provision, and will require that its contractors, subcontractors and vendors also comply with such provision by including it in all contracts with its contractors, subcontractors or vendors: FContractor's,Subcontractor's or Vendor's nel_ will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. Contractor's Subcontractor's or Vendors XameL will take affirmative action to ensure that applicants are hired without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race, color, sex, gender, religion, national 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 Namel agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. [Contractor's, Subcontractor's or „ Vendor's Namel_ will, in all solicitations or advertisements for employees placed by or on behalf of _[Contractor's, Subcontractor's or Vendor's 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. [Contractors, 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 CHDO SINGLE FAMILY CONTRACT 36 Riverside Infill Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 occupational qualification, retirement plan or statutory requirement. 14.12.3 Developer's Contractors and the A_DA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Developer warrants that it and any of its contractors will not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Developer or any of its contractors. DEVELOPER WARRANTS IT WILL FULLY COMPLY WITH THE ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS, SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT OF DEVELOPER'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE- REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13. Prohibition Against Interest/Conflict of Interest. 14.13.1 Developer shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Developer shall disclose to City any such conflict of interest or potential conflict of interest immediately upon discovery of same. 14.13.2 No employees, agents, consultants, officers or elected officials or appointed officials of City or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOME funds or who are in a position to participate in a decision-making process or gain inside information with regard to these activities may occupy a HOME-assisted housing unit, may obtain a financial interest or benefit from a HOME-assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for 1 year thereafter, unless they are accepted in accordance with the procedures set forth at 24 CFR Part 92.356. 14.13.2.1 Developer shall establish conflict of interest policies for Federal Awards and shall provide such policies in writing to City in accordance with the requirements of 2 CFR Part 200.112. 14.13.3 Disclosure of Conflicts of Interest. In compliance with 2 CFR Part 200.112, Developer is required to timely disclose to City in writing any potential conflict of interest, as described in this Section. CHDO SINGLE FAMILY CONTRACT 37 Riverside Infill Project Housing Channel--2712 La Salle Street Rev. 7/15/2019 14.13.4 Disclosure of Texas Penal Code Violations. Developer affirms that it will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. 14.13.5 Disclosure of Federal Criminal Law Violations. In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City all violations of federal criminal law involving fraud, bribery or gratuity violations potentially affecting this Agreement. 14.14 Labor Standards. 14.14.1 As applicable, Developer agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, ,state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract. Developer agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and the implementing regulations of the United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance with hour and wage requirements of this Contract and the HOME Regulations. Such documentation shall be made available promptly to City for review upon request. 14.14.2 Developer agrees that, except with respect to the rehabilitation or construction of residential property containing less than 12 units assisted with HOME funds, all contractors engaged under contract for construction, renovation or repair work financed in whole or in part with assistance provided under this Contract, shall comply with Federal requirements adopted by City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer shall cause or require to be inserted in full provisions meeting the requirements of this paragraph in all such contracts subject to such regulations. 14.14.3 If Davis-Bacon is applicable, Developer,shall provide City access to employee payrolls, contractor and subcontractor payrolls and other wage information for persons performing construction of the Required Improvements. Payrolls must be submitted to the Neighborhood Services Department with each Reimbursement Request, and must be available to Neighborhood Services Department staff upon request. In addition, Developer shall ensure that City will have access to employees, contractors and subcontractors and their respective employees in order to conduct onsite interviews with laborers and mechanics. Developer shall inform its contractors and subcontractors that City staff or representatives of Federal agencies may conduct periodic employee wage interview visits during construction of the project to ensure compliance. CHDO SINGLE FAMILY CONTRACT 38 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 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 Iarger, 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. 14.15.3 In order to comply with the reporting requirements of 24 CFR Fart 92.508 (a)(7)(ii) , Developer must submit the form attached hereto as Exhibit "K" —MBE Reporting Form for each contract or subcontract with a value of$25,000 or more paid, or to be paid, with HOME funds. This form shall be submitted with the final Reimbursement Request. 14.16 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, prior to any charges being incurred, any proposed contracts between Developer and (i) its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as part of the construction of the Required Improvements, (ii) vendor contracts arising out of the construction or sale of the Required Improvements, and (iii) any third party contracts to be paid with HOME Funds. CHDO SINGLE FAMILY CONTRACT 39 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 14.19 Force Majeure. If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, commission or agency of the United States or of any States, civil disturbances, or explosions, or some other reason beyond DeveIoper's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event and the completion date for such obligations shall be extended for a like period. Developer will give City written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give notice will result in the continuance of Developer's obligation regardless of the extent of any existing Force Majeure Event. Developer will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 14.20 Survival. Any provision of this Contract that pertains to the HOME Requirements, auditing, monitoring, homebuyer income eligibility, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to SAM, or any other HOME Program requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the term or earlier termination of this Contract for 5 years after the termination date and shall be enforceable by City against Developer. 15. INDEMNIFICATION AND RELEASE. DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, AND DEVELOPER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CHDO SINGLE FAMILY CONTRACT 40 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, VENDORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND DEFEND CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH. DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS, SUBCONTRACTORS AND VENDORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. DEVELOPER'S SEPARATE DUTY TO DEFEND CITY SHALL BE AT DEVELOPER'S SOLE COST BUT SHALL BE AT THE CITY'S OPTION. IN THE EVENT THE CITY DECIDES TO PERFORM ITS OWN DEFENSE, EITHER DIRECTLY OR BY HIRING A DEFENSE, DEVELOPER SHALL BE RESPONSIBLE FOR ANY AND ALL FEES, COSTS, OR OTHER EXPENSES OF ANY KIND IN CONNECTION WITH THE PROVISION OF THE DEFENSE. THE DUTY TO DEFEND SHALL ARISE AT THE MOMENT THAT CITY OR DEVELOPER IS NOTIFIED OF A CLAIM AGAINST CITY IS MADE IN CONNECTION WITH ANY ALLEGED ACTION, INACTION, OCCURANCE, OR NONOCCURANCE IN CONNECTION WITH OR FOR THE FURTHERANCE OF THE OBJECTIVES OF THIS CONTRACT. 16. WAIVER OF IMMUNITY BY DEVELOPER. If Developer, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, Developer hereby expressly waives its rights to plead defensively CHDO SINGLE FAMILY CONTRACT 41 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 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 $153,000.00 to insure against loss from the fraud, theft or dishonesty of any of Developer's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse City for any and all loss of HOME Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses shall name City as a Loss Payee. Developer shall furnish to City, in a timely manner, but not later than 10 calendar days after the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. If City has not received such certificates as set forth herein, Developer shall be in default and City may at its option terminate this Contract. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thereof- Commercial General Liability (CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit Business Automobile Liability Insurance $1,000,000 each accident on a combined single-limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $1,000,000 Aggregate 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 CHDO SINGLE FAMILY CONTRACT 42 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation. Developer or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Developer shall maintain the coverage on such contractor, if applicable, for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Developer shall revise such amounts within 30 days following notice to Developer of such requirements. Developer will submit to City documentation that it, and its general contractor, have obtained insurance coverage and have executed bonds as required in this Contract prior to payment of any monies provided hereunder. Where applicable, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Any failure. on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the State of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating otherwise approved by City. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by City. In the event there are any Iocal, 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 certificatc(s) of insurance documenting such coverage. Also, Developer shall require its contractors to have City and Developer endorsed as additional insureds (as their interest may appear) on their respective insurance policies. Professional Liability coverage shall be in force and may be provided on a claims made basis. This coverage may also be referred to as Management Liability, and shall protect the insured C.HDO SINGLE FAMILY CONTRACT 43 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 against claims arising out of alleged errors in judgment, breaches of duty and wrongful acts arising out of their management duties. Developer shall require its general contractor to maintain builders risk insurance at the value of the construction. 18. CERTIFICATION REGARDING LOBBYING. Developer hereby certifies, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of Developer, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an after 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 rederal contract, grant, loan or cooperative agreement, Developer shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying, " in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this Contract was made or entered into. Submission of this certificate is a prerequisite for making or entering into this Contract imposed by 31 US 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 clients of a HOME-funded unit. 19.1. Separation of Explicitly Religious Activities. Agency 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 CHDO SINGLE FAMILY CONTRACT 44 Riverside Will Project Housing Channel—2712 La Salle Street Rev. 7/15/2019 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 Agency 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 clients 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 or by a nationally recognized overnight delivery service; and (ii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City City Attorney's Office 200 Texas Street Fort Worth, TX 76102 Attention: Jo Ann Pate Telephone: 817-3 92-625 9 Copy to: Neighborhood Services Department 200 Texas Street Fort Worth, TX 76102 Attention: Assistant Director Telephone: 817-3 92-7540 Developer: Housing Channel 4200 South Freeway, Tower Suite 307 Fort Worth, TX 76115 Attention: President CHDO SINGLE FAMILY CONTRACT 45 Riverside Infill Project Housing Channel--2712 La Salle Street Rev.7/15/2019 22. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT. Developer represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Contract and to perform the responsibilities herein required. 23. 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. 24. IMMIGRATION NATIONALITY ACT. Developer shall verify the identity and employment eligibility of its employees who perform work under this Contract, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Contract. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Contract 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 fxom 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. [SIGNATURES APPEAR ON NEXT PAGE] CHDO SINGLE FAMILY CONTRACT 46 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/15/2019 V EXECUTED to be effective as of the Effective Date. np.Js�"ohv+.w"- ATTEST: CITY OF FORT WORTH By: .. y J. ays , ty §e Lary `'Fern do Costa, A sistant City Manager M&C G-19056 Date: 8/l/2017 Date: -/ M&C C-29138 Date: 6/4/2019 1295 Cert. No.: 2019-491140 APPROVED AS TO F RM AND LEGALITY: Jo Ann Pate, Assistant City Attorney HOUSING C ANNEL By: '--7WIt 4�� Don anNess, Presi ent Date: City of Fort Worth Agreement Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Chad LaRoque, Housing Development and Grants Manager M FUCgAL RECORDTV SECRETARVT WORTH, �X CHDO SINGLE FAMILY CONTRACT Signature Page Riverside Infill Project Housing Channel—2712 La Salle Street EXHIBITS: Exhibit "A"—Project Summary—Scope of Work Exhibit "A-1"—Final Elevations Exhibit "A-2" —Environmental Mitigation Action Exhibit "B"—Budget Exhibit"C"--Construction and Reimbursement Schedule Exhibit "D" —Audit Requirements Exhibit "E" —Loan Documents Exhibit "F" —Reimbursement Forms Exhibit"G" —HOME Project Compliance Report(Single Family) Exhibit "H" --Federal Labor Standards Provisions -Davis-Bacon Requirements Exhibit "I" —Section 3 Reporting Forms Exhibit "J"—Standards for Complete Documentation Exhibit"K" —MBE Reporting Form CHDO SINGLE FAMILY CONTRACT 98 Riverside Infill Project Housing Channel—2712 La Salle Street Rev.7/1 512 0 1 9 EXHIBIT "A" PROJECT SUMMARY- SCOPE OF WORK HOUSING CHANNEL 2712 La Salle Street Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: Developer will construct an approximately 1,500 square foot, 3-bedroom, 2-bath single-family house on a lot size of approximately 5,000-7,000 square feet. Construction will include a two-car garage. Fencing will be located at the rear and side yards. Landscaping will include the front yard. The construction of the house shall contain any reasonable and necessary accessibility requirements requested by a disabled HOME Eligible Buyer. If the cost of such accessibility requirements exceeds the Budget for the construction of the house, such additional expense shall be paid by the HOME Eligible Buyer. Developer must provide the demographic information on the attached Exhibit "G" HOME Project Compliance Report. The following appliances and related amenities will be included in the sale of the house: • Washer and Dryer hookups • Central Air Conditioning • Stove • Oven • Dishwasher • Vent-a-hood • Garbage Disposal • Electric Garage Door with Remote • Mailbox located at door • Refrigerator is not required to be furnished by Developer The following materials shall be used for the construction of the house: • Fence (back yard) • Landscaping (front) • Roofing Materials 3 TAB 25 YR • Siding (percentage) 100% • Foundation Type Post Tension • HVAC 15 Seer Heat Pump CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 < SNO±YA3]] SNia-ns / ! R§ k} ±\ » @ LU : \ § F E 3 � � U 2 | � � U ■ � � a ! \01 | $ f §} §} F< §� ! � LL w U m 7 \ Hiiiiiiii Q — dgg / @ # d _ % $ QJ a 'm Q = / / Z sNV-ld JNIQ1Ine g a O h d' co LL' N� � 7i;iST��S iI r i i i x e:o a oxxx�xxxxx x C� X o N N eo N•iV 2V's�f 4V iV F7N i+r N:vN N u]N r so rf J_I ru� m g § O aX� m Ff1 eA ,fluty N®�F-/ rd g� baR C; L e- s� w U 0 F � a� e Y IG;ua - T m O O @ U u) J tl cC O8gd peaan4a O >� 0 0 �✓ a UWx a NVId .-AOOH ,b 0 N m n m u 0 /nil 0. II li.op 00 r/] cd a � � I a � � U Q 'Q6 A � x EXHIBIT "A-2" ENVIRONMENTAL MITIGATION ACTION HOUSING CHANNEL 2712 La Salle Street HOME Funds may be reimbursed for exempt activities; however, HOME funds will not be paid, and costs cannot be incurred, until City has conducted and completed an environmental review of the proposed project site as required under 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction until satisfactory completion of environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58. 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: Noise Abatement Control Before construction can begin, Developer must supply one of the following to City: 1) Certification from a qualified acoustical engineer that the construction materials used will bring the interior noise level down to below 45 dB, or 2) The information required to fill out HUD's STraCAT tool, in order for City to calculate the degree to which the construction materials/design will reduce 'interior noise and verify that they meet HUD's standards Once City confirms that interior noise will be reduced to an acceptable level, construction may proceed. Vegetation and Wildlife During construction, all active nests should be avoided, and if found, a biologist with the United States Fish and Wildlife Service (USFWS) must be notified. No trees or bushes that have active nests in them may be cut down without first consulting with the USFWS, who will then determine if onsite assessment from a qualified biologist is necessary. 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. CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 EXHIBIT "B" BUDGET HOUSING CHANNEL 2712 La Salle Street Total Cost: $ 214,470 Project HOME Funds Awarded: $80,520 HOME Funds will be paid only as reimbursement for eligible expenses. Development Budget Use of Funds Source of Funds Predevelopment Cost HOME$ OTHER$ SOURCE OF OTHER TOTAL$ FUNDS FUNDS FUNDS FUNDS (1) (2) (Names) (1+2) 1.Market Study 100 100 2.Feasibility(i.e.:preliminary work write-up, cost estimates, design,bond, Environmental Studies) 2,173 2,173 3. Other Total Predevelo ment Cost(1+2=3) 2,273 2,273 Development Cost 4. Land and/or building acquisition 19,860 19,860 5. Soft Costs(Utilities, Security, etc.) 3,000 3,000 6. Construction Cost 30,600 122,400 Happy State Bank 153,000 7.Fence 8.Landscape 9. Contingency 500 500 10.Appraisal 195 195 11.Architect&Engineering Fees 845 845 I2. Construction Management Fee/ Developer Fee 13. Construction Loan Interest 3,750 3,750 14.Property Survey 15.Legal Fees 16, Real Estate Fees 9,900 Sales proceeds 9,900 17.Utility Hookup/Impact Fees 18.Title&Recording Fees 1,650 Sales proceeds 1,650 19.Program and Related Expenses 20. Construction Management 21. Bond Fees Total Development Cost 61,023 133,950 194,973 22.Developer Fee(10%of Total Development Costs) 19,497 19,497 Total Cost 80,520 133,950 214,470 CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel--2712 La Salle Street Rev 7/16/2019 EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE HOUSING CHANNEL 2712 La Salle Street Phase Activity Beginning Week—subject to weather permitting PHASE I ACTIVITIES: Contract signed Land and/or Building Acquisition PHASE I DEADLINE: $19 860 7/15/19 1st Payment* ' PHASE II ACTIVIITES: Site Preparation Architectural &Engineering Fees Appraisal,Bond,Market Study PHASE II DEADLINE: and payment* $3,290 8115119 PHASE III ACTIVIITES: Construction loan interest Soft costs (utilities, security) PHASE III DEADLINE: 3,d payment* $1,250 9/15/19 PHASE IV ACTIVIITES: Construction costs Construction loan interest ,Soft costs(utilities, security) PHASE IV DEADLINE: 4'payment* $17,550 12/15/19 PHASE V ACTIVITIES: Construction costs Construction loan interest Soft costs (utilities, security) PHASE V DEADLINE: FINAL PAYMENT** $18,900 3/31/20 CONSTRUCTION TOTAL DEVELOPER FEE Paid after closing of sale to HOME 10% of total eligible Eligible Buyer per Section 7.8* development costs *Developer will be reimbursed for eligible expenses only. All amounts are estimates and are subject to change. * Exhibit"G"-HOME Project Compliance Report must be submitted prior to reimbursement for Construction Final Payment,Construction Final Payment will not be made after closing of sale to the Eligible HOME Buyer. CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 EXHIBIT "D" AUDIT REQUIREMENTS HOUSING CHANNEL 2712 La Salle Street Not Applicable CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 EXHIBIT "E" LOAN DOCUMENTS HOUSING CHANNEL 2712 La Salle Street CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—27I2 La Salle Street Rev 7/16/2019 PROMISSORY NOTE HOME Funds Date: Borrower: Housing Channel, a Texas non-profit corporation Borrower's Mailing Address: 4200 South Freeway, Tower Suite 307 Fort Worth, Tarrant County, TX 76115 Lender: City of Fort Worth, Texas, a Texas municipal corporation Place for Payment: C/O Director of Neighborhood Services Department 200 Texas St. Fort Worth, Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: $ Loan Authority: The loan evidenced by this Note (tbe "Loan") is being made pursuant to the HOME Investment Partnerships Program authorized under Title It of the Cranston-Gonzalez National Affordable Housing Act of 1990, as amended, 42 I iSC 12701 et seq. ("HOME Program") and. the HOME Investmelt Partnerships Program Final Rule, as amended, 24 CFR Part 92 er seq. (the "HOME Regulations") with HOME funds. Annual Interest Rate: 0% Maturity Da Ic: Terms of Payment (principal and interest): This Note is the Promissory Note required in City Secretary Contract Nos. between Borrower and Lender dated and has been executed and delivered in accordance wi th those contracts (collectively, the "HOME Contracts"). The funds advanced by Lender are HOME funds and the Contract requires that the houses located on the Property and constructed with a portion of the HOME funds must qualify and remain affordable housing in accordance with the HOME Program and the HOME Regulations for a specified time period as more particularly described in the Contracts (the "Affordability Period"). The Loan will be in default and the Principal Amount and any other sums due hereunder may be declared immediately payable if all of the houses constructed on the Property are not sold to HOME Eligible Buyers as more particularly described in the Contracts and in accordance with the HOME Regulations. This Note is subject to all terms and conditions of the Contract. The Loan will be forgiven provided that (i) the houses are each sold to a HOME Eligible Buyer in accordance with HOME Program requirements, and (ii) Borrower is not otherwise in CHDO SINGLE FAMILY CONTRACT Riverside Inlill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 default of the Loan terms or Contract provisions. In the event the Loan is not forgiven in accordance with the terms of the Contracts, the Principal Amount will be payable in full on the Maturity Date. Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske or Leann Guzman, Trustee, both of which cover the following real property: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN FOR ALL PURPOSES Other Security for Payment: As set forth in the ContraeE. Prior Liens The lien securing this Note is subordinate to 1Ihe lien securing another note in the original principal amount of $ dated _ executed by Borrower, payable to ("First Lien Note"), and described in a. deed of trust of even date to PLA Services, Inc., Trustee, recorded in the Real Property Records, Tarrant County, Texas. The Deed of Trust securing this Note is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the deed of trust or mortgage securing the first Lien Note. The rights and remedies of the payee and each subsequent holder of this Note.and the Deed of Trust securing this Note are subject to the liens, terms, covenants and conditions.of the deed of trust or mortgage securing the First Lien Note. If there is a default in payment of any parr of principal or interest of the First Lien Note or a breach of any covenants conftd ned in any instruments securing it, the debt evidenced by this Note will immediately become sayable at the option of lender. If Borrower fails to perform any of Borrower's obligations in the First Lien Note or in any instruments securing. it, Lender may perform those obligations and be reimbursed by Borrower on demarid, at [lie Place for Payi-rent for any amounts advanced, including altorney's fees, plus interest on those urnourits from the date of payment at the Annual Interest Rate on Matured, Unpaid Amrrunts. The amount to be reimbursed will be secured by all instruments seCUrirag this Note. Borrower promises to pay to the order of Lender the Principal Amount if not otherwise forgiven. This Now is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date, unless otherwise extended as provided for in the Contract. After maturity, Borrower promises to pay any unpaid principal balance. If Borrower defaults in the payment of this Note or in the performance of its obligations under the Contract or the HOME Program or the HOME Regulations or any other obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid principal balance, and any other amounts owed on the Note immediately due. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies Lender shall give Borrower CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 written notice of such default. Borrower shall have a period of 30 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms of any of the Loan documents,prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default err the default is not cured within 180 days after the first notice of default is given. Notices given to Borrower shall be in writing and delivered to the addresses listed above, or to such other address as Borrower designates by written notice to Lender. Each such notice or other communication shall be effective upon receipt when sent by U. S. Mail, postage prepaid and by certified mail, return receipt requested; or by a nationally recognized overnight delivery service. Borrower also promises to pay reasonable attorney's fees and court and other costs if this Note is placed in the hands of an attorney to coiiect or enforce the Note. Borrower will pay Lender these expenses and interest on demand at the PIace for Payment. These expenses will become part of the debt evidenced by the Note and will be secured by any security for payment. Borrower may prepay this Mote at any time before the Maturity Date without penalty or premium so long as thc- houses located on the Property and constructed with a portion of the HOME funds qualify and remain affordable housing in accordance with the HOME Program and the HOME Regulations for the applicable Affordability Period specified in the Contracts. . hterest on the debt Qvidencrd by this Note will not exceed the maximum rate or 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 Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. A default exists under this Note if(1) (a) Borrower or (b) any other person liable on any part of this Note (an "Other Obligated Party") fails to timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower or such Other Obligated Party; (2) any warranty, covenant, or representation in this Note or in any other written agreement between Lender and Borrower or any Other Obligated Party is materially false when made; (3) a CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 receiver is appointed for Borrower, any Other Obligated Party, or any property on which a lien or security interest is created as security (the "ColIateraI Security") for any part of this Note; (4) any Collateral Security is assigned for the benefit of creditors; (5) a bankruptcy or insolvency proceeding is commenced by Borrower or an Other Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower or an Other Obligated Party and (b) the proceeding continues without dismissal for 90 days, the party against whom the proceeding is commenced admits the material allegations of the petition against it, or an order for relief is entered; (7) any of the following parties is dissolved, begins to wind up its affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or any event occurs or condition exists that permits the dissolution or winding up of the affairs of any of the following parties. (i) Borrower, or (ii) an Other Obligated Party; and (8) any Collateral Security is materially impaired by loss, theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction, unless it is promptly replaced with insurance proceeds, collateral security of like kind and quality or restored to its former conditioi i_ The execution and delivery of this Note ai-e required under the Contract. If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust or any other document evidencing the same transaction between Lender and Borrower, the provisions of the Contract will goven f to the extent of the conflict. This Note will be construed under the laws of the state of Texas without regard to choice-of-law rules of any jurisdiction. (SIGNATURE PAGES IMMEDIATELY FOLLOW] CHDO SINGLE FAMILY CONTRACT Riverside Intill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 HOUSING CHANNEL Donna VanNess, President CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 EXHIBIT "A" Property Description CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel 2712 La Salle Street Rev 7/16/2019 EXHIBIT "B" Permitted Encumbrances CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER DEED OF TRUST Terms Date: Grantor: Housing Channel a Texas non-profit corporation. Grantor's Mailing Address: 4200 South Freeway, Tower Sui to 3 07 Fort Worth, Tai7-anf County, TX 76115 Trustee: Vicki S. Ganske or Leann Guzman Trustee's Mailing Address: C/O City Attorney's 01111cc 200 Texas St. Fort Worth, Tarrant County, TX 76102 Lender: City o 1 ort Worth,Texas, a Texas irnmicipal corporation Lender's Mailing Addrs: CIO Neighborliood Serviees Department 1000 Throckmorton St. Fort Wbrth, Tarrant County, TX 76102 Loan Authority: The loan evidenced by the Note and secured by this Deed of Trust is being made pursuant to the HOME Investment Partnerships Program authorized under Title 11 of the Cranston- Gonzales National Afford-able 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. Obligation Note Date: Original principal amount: $ Borrower: Housing Channel, a Texas non-profit corporation Lender: City of Fort Worth, Texas, a Texas municipal corporation Maturity Date: CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 Property (including any improvements): SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN FOR ALL PURPOSES Prior Lien: The lien created by this Deed of Trust will be subordinate to the lien securing payment of a note, and any renewals, extensions, and modifications thereof, in the original principal amount of$ dated made by Grantor, payable to ("First Lien Note"), and more fully described in a deed of trust recorded in the Real Property Records of Tarrant County, Texas. Subject to waiver, notice, grace and cure period, if any: if default occurs in payment of any part of principal or interest of the First Lien Note or in observance of any covenants of the deed of trust or other loan documents securing it, the entire debt securrA by this Deed of Trust will immediately become payable at the option of Lender. Other Exceptions to Conveyance and Warranty: Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing recorded .instruments other than conveyances of the surface fee estate that affect the Property; liens described in this Deed of Trust; and, taxes for the current year. For value received and to secure payment of the Obligation, 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 Con.vt:yanee and Warranty. On payment of the Obligation and all other amounts secured by tLtiis Deed of Trust, 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 t.o-- 1. keep the Property in good repair and condition; 2. pay all taxes and assessments on the Property before delinquency and provide proof of payment of same upon request by Lender; 3. defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve the lien's priority as it is established in this Deed of Trust; 4. maintain, in a form acceptable to Lender, an insurance policy that a. covers all improvements for their full insurable value as determined when CHDO SINGLE FAMILY CONTRACT Riverside lnrill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 the policy is issued and renewed, unless Lender approves a smaller amount in writing; b. contains an 80 percent coinsurance clause; C. provides all-risk coverage; d. protects Lender with a standard mortgage clause; C. provides flood insurance at any time the Property is in a flood hazard area; and f. contains such other coverage as Lender m;t3, reasonably require; 5, comply at all times with the requirements "f" Ze 80 percent coinsurance clause; 6. deliver the insurance policy to Lender within ten days of the date of this Deed of Trust and deliver renewals to Lender at least fifteen days before expiration; 7. obey all laws, ordinances, and restrictive covenants applicable to the Property; S. keep any buildings occupied as required by the i nsurance policy; 9. if the lien of this Deed of Tmst is not a first lien, pay or cause to be paid all prior lien notes and abide by or cause to be abided by all prior lien instruments; and, 10. notify Lender (if imy change of address, B. Lender's Rights 1. Lender may Lippoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. If the proceeds of the Obligation arc used to pay any debt secured by prior liens, Lender is mibrogated to all the rights and liens of the holders of any debt so paid. 3. Leader may apply any proceeds received under the insurance policy either to reduce the Obligation or to repair or rep[Etc.e damaged or destroyed improvements covered by the policy. If the Property is Granter's primary residence and Lender reasonably determines that repairs to the improvements are eeorxaMically feasible, Lender will make the insurance proceeds available to Grantor for repairs. 4. 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 Obligation 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 Obligation, to be applied to late charges,principal, or interest in the order Lender in its discretion determines. 5. If Grantor fails to perform any of Grantor's obligations, Lender may perform those CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 obligations and be reimbursed by Grantor on demand for any amounts so paid, including 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. 6. If there is a default on the Obligation or if Grantor fails to perform any of Grantor's obligations and the default continues after any required notice of the default and the time allowed to cure, Lender may— a. declare the unpaid principal balance on tht Obligation 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 Obligation. 7. Lender may remedy any default withULlt waiving it and may waive any default without waiving any prior or subsequent default. 8. If the Property is acquired by Lender by foreclosure, Grantor's right to any insurance policies and proceeds resulting from damage to the Property prior the acquisition shall pass to Lender to the extent of the sums secured by this Docd of'Trust immediately prior to the acquisition. 9. Lender or its agents may make rtnisonable entries upon and inspections of the Property. Lender shall give Borrower notice at the time of or prior to an inspection giving reasonable cause for the inspection. 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 �lfect; 2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or implied, by Trustee; 3. from the proceeds of the sale, pay, in this order— a. expenses of foreclosure, including a reasonable commission to Trustee; b. to Lender, the full amount of principal, interest, attorney's fees, and other CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 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 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 Doed of Trust, Grantor must immediately surrender possession to the purchaser. If Grantor falls to do so, QW. for 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. 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 Obligation is extended or part of the Properly is released. 5. If any portion of the Obligation caTinot be lawfully secured by this Deed of Trust, payments will be applied first to discharge that portion. 6_ Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages ULLUsed by public works or construction on or near the Property. After deducting any expenses incurred, including attorney's Ices and court and other costs, Lender will either release any remaining an7ounts to Grantor or apply such amounts to reduce the Obligation. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give lender notice of any actual or threatened proceedings for condemnation of all or part of the Property. 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor warrants the validity and enforceability of the assignment. 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. Grantor will apply all rent and other income and receipts to payment of the Obligation and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligation and the deed of trust, Grantor may retain the excess. If Grantor defaults in payment of the Obligation or performance of this Deed of Trust, Lender CHDO SINGLE FAMILY CONTRACT Riverside InfSll Project Housing Channel—2712 La Salle Street Rev 7/16/2019 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 Obligation 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. If Grantor becomes a voluntary or involuntary debtor in bankruptcy, Lender's filing a proof of claim in bankruptcy will be deemed equivalent to the appointment of a receiver under Texas law. 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 rnaximurn 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 autom'Acally as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt. has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 9. In no event may this Deed of Trust secure pad nient of any debt that may not lawfully be secured by a lien on .teal estate {ar create a lica otherwise prohibited by law. 10. When the context requires. singular nouns and pronouns include the plural. 11_ 1lte term Noie includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. 12. This Deed of Trust binds, benefits, and may be enforced by the ,successors in interest of all parties. 13. If Grantor and Borrower are not the same person, the term Grantor includes Borrower. 14. Grantor and each surety, endorser, and guarantor of the Obligation 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. 15. 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. 16. 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. CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 17. The term Lender includes any mortgage servicer for Lender. 18. Grantor represents that this Deed of Trust and the Note are given for the following purposes: The debt evidenced by the Note is in payment of the purchase price of the Property and the development costs of the Required Improvements as described in the Contract; the debt is secured both by the Deed of Trust and by a vendor's lien on the Property. This Deed of Trust does not waive the vendor's lien, and the two liens and the rights created by this Deed of Trust are cumulative. Lender may elect to enforce either of the liens without waiving the other or may enforce both. 19. If the Property is transferred by foreclosure, the transferee will acquire title to all insurance policies on the Property including all paid but unearned pmmiums. 20. Lender may declare the debt secured by this Deed of Trust immediately payable and invoke any remedies provided in this Deed of Trust for default if Grantor transfers any of the Property to a person who is not a permitted transferee without Lender's prior written consent. "Permitted transferee" means any other person controlling, controlled by, or under common control with Grantor. Lender shall not exercise this option if federal law as of the date of this Deed of Trust prohibits such exercise. 21. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE FOLLOWING CONDITIONS AND RESTRIC'T10NS: The Note is the Note requited in City Secretary Contract Nos. between Grantor and Leader dated and has been executed and delivered in accordance with these contracts (the "C;ontraets"). The funds advanced by Lender are HOME funds and the Contracts require that the residential housing located on the Property and constructed wiff a portion of the HOME. funds must qualify and remain affordable housing in accordance with the HOME program and the HOME Regulations for a specified time period as wore particululy described in the Contracts (the "Affordability Period"). The loan evidenced by the Now and secured by this Deed of Trust will be in default and the Principal Amount and any other sums due thereunder may be declared immediately payable if the residential housing located on the Property is not sold to a HOME Eligible Buyer as more particularly described in the Contracts and the HOME Regulations. This Deed of Trust has also been executed and delivered pursuant to the terms of the Contracts. 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 Contracts or the HOME Program or HOME Regulations shall be deemed a default in the terms of the Note and Lender may declare the debt secured by this Deed of Trust immediately payable and invoke any remedies provided herein for default. CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 23. THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. HOUSING CHANNEL Donna VanNess, President STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged be#ore me on 20_ by Donna VanNess, the President of Tarrant County dousing Partnership, Inc-, a Texas nonprofit corporation, on behalf of said corporation. NOTARY PUBLIC, STATE OF TEXAS AFTER RECORDING RETURN TO: City of Fort Worth C/O Neighborhood Services Department 200 Texas St. Fort Worth, Tarrant County, 'TX 76102 CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 EXHIBIT "A" Property Description CHDO SINGLE FAMILY CONTRACT Riverside Inilll Project Housing Channel--2712 La Salle Street Rev 7/16/2019 EXHIBIT "F" REIMBURSEMENT FORMS HOUSING CHANNEL 2712 La Salle Street INVOICE Developer: HOUSING CHANNEL Address: City, State, Zip: Project: Riverside Single Family Infill Tax.ID Number Phase Number: Amount ThN Invoice Curnutative to Date CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel 2712 La Salle Street Rev 7/16/2019 ATTACHMENT II Expenditure Worksheet Developer: Housing Channel Project: Riverside Single Family Inf"ill Project Line moo_ Date C:hecic.lxlo. Paves oa'13eaxcfieia 17 cri iian 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 CHDO SINGLE FAMILY CONTRACT Riverside Iofiill Project Housing Channel—2712 La Salle Street Rev 7/16/20I9 EXHIBIT "G" HOME PROJECT COMPLIANCE REPORT (SINGLE FAMILY) HOUSING CHANNEL 2712 La Salle Street CHDO SINGLE FAMILY CONTRACT Riverside InfI1 Project Housing Channel—2712 La Salle Street Rev 7/16/2019 ����1111411 INS�� I11 �IIIN SA Ill�li I � III loll' 111 11 ' Hill IIII III�II� IIII� IIII IIII EXHIBIT "H" FEDERAL LABOR STANDARDS PROVISIONS —DAVIS BACON REQUIREMENTS HOUSING CHANNEL 2712 La Salle Street Not Applicable CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 EXHIBIT "I" SECTION 3 REPORTING FORMS HOUSING CHANNEL 2712 La Salle Street CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 EXHIBIT f1I" Section 3 Su it mawy Report U.S.Department of Housing OMB Approval NO: 2529-0043 Economic Opportunities for and Urhan Developmenl (exp.1 113 0120 1 0) Low—and Very Lovwlncome Persons Office of Fair Housing And Equat Opportunity HUD FIe1d Offiw: Sectionback of page for Publio Reporting f3unfon statement 1.Reapient Name&Address:(street,sty,state,np) 2,Federal Identification:(gram no.) 3.Total Amount of Award: 4.Contad Person 5.Phone.pnclude area code) e Length of Grant' 7.Reporting Period_ B.Dale Report Subrnitted 9 Pmgmm Cade. (Usesoparetesneet 10_Program Name for each program coda) Pant: Employment and Training('"CaAumns B,C and Fare mandatory Relds. Include New Hires in E&F) A B C D E F Numberof Number of New 45 of Aggimgate Number sb of Total Staff Hours NumberofSecl Job Category New Hires Hires that are of staff Hours of New Hires fxsedlon 3 Employees Trainees Sec_3 Residents that me See.3 Residents and Trainees F'rete55tOf16t$ Technicians OfricefGlencai Construction by Trade(List) Trade -1 ejt� Trade Ttede Trade T041 — `Program Codes 3-Pubtioltndian Housing 4=Hommlmss Asmitenoe 8=CDBG State Administered 1=rl-ible Subsidy A=Development. 5=HOME e=Other CD Programs 2=Section 207/311 8=operation a-HOMF State Admmislored 10=Other Housing Programs C=Modemlzefion 7=CDBG EnWement Page 1 of 2 form HUD 60002(612001) Ref 24 CFR 135 CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 Part Il: Contracts Awarded - 1- Construction Contracts: A-Total dollar amount of all contracts awarded on the project $ B. Total dollar amount of contracts awarded to Section 3 businesses $ C. Percentage ofthe total dollar amountthat was awarded to Section 3businesses % D. Total numberof Section 3businesses mceiving cantmcts 2.Non-Construction Contracts: A.Total dollar amount all non-cunstmclion contracts awarded anthe pmfecNactivity 1 $ S. Total dollar amount of non-comisuctinn contracts awarded to Section 3 businesses $ G. Percentage ofthe total dollar amount that was awarded to Section 3 businesses ❑. Total number of Section 3 businesses receiving non-construction contracts Part III: Summary Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs,to the greatest extent feasible,toward low-and very low-income persons,particularly[hose who are recipients of government assistance for housing. (Check all that apply.) Attempted to recruit low-income residents through: local advertising media,signs prominently displayed at the project site, contmcts with the community organizations and public or private agencies operating within the metropolitan area(or nonmetropolitan county)in which the Section 3 covered program or project is located,or similar methods. Participated in a HUD program or other program which promotes the training or employment of Section 3 residents. Participated in a HUD program of other program which promotes the award of contracts to business concerns which meet the definition of Section 3 business concerns. Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located. Other;describe below. Public reporting for ibis collection of information Is estimated to average 2 hours per response,including the time for reviewing instructions, searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information. This agency may not collect this information,and you are not required to complete this form,unless it displays a currentlyvalid OMB number. Section 3 of the Housing and Urban Development Act of 1968,as amended,12 U.S.C.1701u,mandates that the Department ensures that employment and other economic opportunities generated by its housing and community development assistance programs are directed toward lax-and very-low,income persons,particularly those who are recipients of government assistance housing. The regulations are found at 24 CFR fart 135. The information will be used by the Department to monitor program recipients'compliance with Section 3,to assess the results ofthe Department's efforts to meet the statutory objectives of Section 3,to prepare reports to Congress,and by recipients as self-monitoring tool. The data is entered into a database and will be analyzed and distributed- The collection of information involves recipients receiving Federal financial assistance for housing and community development programs covered by Secticn 3. The information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6)of the Fair Housing Act and Section 916 of the HCDA of 1992. An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB Circular A,108 are not applicable- The reporting requirements do not contain sensitive questions. Data is cumulative;personal identifying information is not included. Page 2 of 2 fona HUD aao02(1100101 Rot 24 CFR 135 CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/20I9 Form HUD-60002,Section 3 Summary Report,Economic Opportunities for Low-and Very Low-ncome Persons. Instructions: This form is to he used to report annual a. Program Code: Enter the appropriate program code as listed at accomplishments regarding employment and other economic the bottom of(he page. opportunities provided to low-and very lovrincoma persons under 9. Program Name: Enter the name of HUD Program corresponding Section 3 ofthe Housing and Urban Development Act of198%The with the`program Code in number8. Section 3 regulations apply Many public and Indian housing programsthat receive: (1)development assistance pursuant to Part I:Employment and Training Opportunities Section 5 afthe U S,Housing Act or1937;(2)operating assistance Column A: Contains variousjob categories. Professionals are pursuant to Section 9 ofthe U.S.Housing Act of 1937;or(3) defined as people who have special knowledge of an occupation(i.e. mndanifzaton grants pursuant to Section 14 of the U.S_Housing Act supervisors,architects,surveyors,planners,and computer of 1937 and to recipients of housing and community development programmers). Forconstmcfim positions,list each trade and prwide assistance in excess of$200,000 expended nor: (1)housing data in columns 6 through F for each tradewhere persons were rehabilitation(including reduction and abatement Df lead-based paint employed. The category of°Other includes occupations such as hazards);(2)housing construction;or(3)other public construction service workers. projects;and to contracts and subcontracts in excess e1$100,000 Column B: (Mandatory Field) Enter the number of now hires for awarded in connection with the Section-3-covered activity. each category ofwarkers identified in Column A in connection with Form HHD-60002 has three parts,which are to he completed for this award.New hire refers to a person who is not on the contractor's all programs covered by Section 3. Part I relates to employment or recipient's payroll for employment at the time ofselection for the and iralning.The recipient has the option to determine numerical Section 3 covered award or at the time of receipt of Section 3 covered employmentitmining goals either on the basis ofthe number oflioars assistance. worked by new hires(columns A,D,E and F). Part II ofthe form Column C: (Mandatory Field) Enter the number of Section 3 new relates to contracting,and Part III summarizes recipients efforts to Was for each category ofwarkers Fdentihed in Column A in comply with Section 3. connection with this award. Section 3 new hire refers to a Section 3 Recipients or contractors subject to Section 3 requirements must resident who is not an the contractor's or recipionts payroll for maintain appropriate documentation to establish that HUD financial employmentat the time of selection forthe Section 3 covered award or assistance for housing and community development programs were at the time ofreceipt of Section 3 covered assistance. directed toward low-and very low-income persons.' Arecipient of Column D: Enter the percentage of all the staff hours of new hires Section 3 covered assistance shall submit one copy ofthis reportio (Section 3 residents)in connection with this award. HUD Headquarters,Office of Fair Housing and Equal Opportunity. Column E:Enter the percentage ofthe trial staff hours worked for Wheretle program providing assistance requires an annual Section 3 employees andtrainses Qncluding new hires)connected performance report,this SBdtfen 3 report is to be submitted at the with this award.Include staff hours for part-time and full-Lima same time the program performance report is submitted.Where an positions. annual performance report is not required,this Section 3 report isto be Column F:(Mandatory Field) Enter the number of Section 3 submitted by January 10 and,ifthe project ends before December 31, residents that were trained in connection with this award. within 10 days of project completion. Oniy Prime Recipients are Part II:Contract Opportunities regulmd to report to MUD. The report must Include Block 1: Construction Contracts accompllehimants.ol aft mciplents and thelrSectlon 3 covered Item A: Enter the total dollar amount or all contracts awarded on the contractors and subccuMactars. project/program. HUD Field Office: Enter the Field Office name, Item B: Enter the total dollar amount of contracts connected with this 1. Recipient: Enterthe name and address ofthe recipient projecUprogram that were awarded M Section 3 businesses. submitting this report, Item C: Enter the percentage ofthe total dollar amount of contracts 2. Federal Identification:Enter the number that appears on the connected with this projeet/program awarded to Section 3 businesses. award form(with dashes).The award may he a grant, item D: Enter the number of Section 3 businesses receiving awards. cooperative agreement or contract. Black 2: Nm}Constructon Contracts 3. Dollar Amount DfAward: Enter the dollar amount,rounded to the Item A: Enter the total dollar amount of all contracts awarded on the nearest dollar,received by the recipient. projectiphogram. 4&5.Contact PersoniPhone: Enter the name and telephone number Item B:Enter the total dollar amount.of contracts connected with this of the person with knowledge of the award and the recipients project awarded to Section 3 businesses. implementation of Section 3. Item C: Flitter the percentage of the total dollar amount of contracts 6. Reporting Period: Indicate the time period(months and year) connected with this project/program awarded to Section 3 businesses. this report covers. Item D: Enter the number of Section 3 businesses receiving awards. 7. Date Report Submitted:Enter the appropriate date. Part II[:Summary of Efforts—Self-explanatory Submit one(1)copy ofthis report to the HUD Headquarters Office of Fair Housing and Equal Opportunity,at the same time the The Secretary may establish income ceilings higher or lower than 90 percent performance report is submitted to the program office. The Section 3 ofthe median Forthe area on the basis ofthe Secretary's findings such that report is submitted by January 10. Include only contracts executed variations are necessary because of prevailing levels of construction costs during the period specified in item 8. PHAsfIHAs are to report all or unusually high-or low-income families. Verylow-income per50n5 mean contractsisubcontracts. low-income Families(including single persons)whose incomes do not exceed 50 percent ofthe median family income area,as determined by the ' The terms'low-Income persons"and very low-income persons°have Secretary with adjustments or smaller and larger tamilfes,except that the the same meanings given the terms in section 3(b)(2)ofthe United Secretary may establish Income ceilings higher or lower than 50 percent of States Housing Act of 1937.Low-Income parsons mean families the medan for the area on the basis aFthe Secretary's findings that such (including single persons)whose incomes do not exceed 80 percent of variations are necessary because ofunusually high or low family incomes. the median income for the area,as determined by the Secretary,with adjustments for smaller and larger families,except[hat Page i form HUD 60002(1 V2011)) Ret 24 CFR 135 CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel 2712 La Salle Street Rev 7/16/2019 EXHIBIT "J" STANDARDS FOR COMPLETE DOCUMENTATION HOUSING CHANNEL 2712 La Salle Street CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel 2712 La Salle Street Rev 7/16/2019 FORTWORTHO Standartl of Dewmerntetion for Reimbursement of Development Costs Cast Type Documentation Standard Acqu::sition of Real Property 6 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 oar/Required HUD language s Master Settlement 5taternentTHUD-1 Appraisal or Other document used to determine pu_z-chase price G Proof of Payment(i.e.,bank statement/cancel:ed 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 itern(s); ■ amount for itemized services;and ■ total amount Proof of Payment(Le.,bank.statennent or cancelled check) ■ Fully executed contract/service agreements/letter agreements and app'icable amendments o Provide printout from wwwv.sarn_gowverifying 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 costsare allocated. Neighborhood Sec-vices FINAL as of 6/21/2017 Page 1 CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/I6/2019 T".- VORTWORTH. Standard of Documentation for Ri nt of Development+wets 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(Le-,barrio statement or cancelled check) Copy of applicable inspection reports)conducted by NSQ Inspector Copy(if executed agreements • Provide printout from www-sam-gov verifying contractor/subcontractor is not listed on the debarred and suspension list If only a portions is being paid with City funds,then showcalculation and documentation of howl costs are allocated. For payment of final retainage forthe prime contractor,provide lien waivers for the pri-ne and all subcontractors. List:of subcont:ractcirs Materials Purchased by Developer & Invoice should include: (if applicable) • date; • company's letterhead; ■ address for which service is provided; • descrip'tion of s.ewice(s)and item(s); • amount for itemized services;and • total amount m Proof of Payment fi-e_,bank statement or cancelled check) Verifications of delivery Developer Fee • 'Final Invoice Reflecting Total Development Cost (if paid directly from HOME funds) m Proof of payment for any other entity/funding source contributing to development costs Shoes calculation of agreed upon developer fee percentage Copies of final lien releases from contractorjsubcontractor Complete Documentation income elig bility of buyers/renters(Le-,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 Heighborhoo3 Services PIqAL as of 6/21/2017 Page 2 CHDO SINGLE FAMILY CONTRACT Riverside Infill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 EXHIBIT "K" MBE REPORTING FORM HOUSING CHANNEL 2712 La Salle Street CHDO SINGLE FAMILY CONTRACT Riverside Tnfill Project Housing Channel—2712 La Salle Street Rev 7/16/2019 a�•L yI uJ aN co b F L - All CZ MildN cv a jig z ,i j U 10 CERTIFICATE OF INTMESTED VARTIM r-ORM 1295 1of1 ....................— Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 it there are no interested parties. CERTIFICATION OF FILING I Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-491140 Housing Channel Fort Worth,TX United States Date Filed, 2 Name of governmental entity or—state agency-tFat—is a party to the contract for whit --....form is 0511512019 being filed. City of Fort Worth Date Acknowledged: 3 Provide the Identification number used by the governmental entity or state agency to track or identify the contract,and provide description of the services,goods,or other property to he provided under the contract, Riverside Development of affordable housing 4 Nature ofinterest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only it there is NO interested Party. 6 UNSNORN DECLARATION is--- 4 —A 6 �Vwx-VIM- and my date of birth 6- 6 -1-- arldress is (pity} (state) (zip code) (country) I declare under penalty of perjury thal the foregoing is true and correct. Executed in State of.... )(As on the 16�d4 of 20 (Monm (year) Ql— at QdZW d Ae;t of ratting business entlly � (D..J.rclar Forms provided by Texas Ethics Commission vvww.ethics.state.tx,us Version V1,1MM39c M&C Review CITY COUNCILAGENDA Fo RTWoRm COUNCIL ACTION: Approved on G1412019 DATE: 6/4/2019 REFERENCE,,*C-29138 LOG NAME: 19RIVERSIDE SINGLE FAMILY NO.: INFILL DEVELOPMENT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize a Change in Use and Expenditure of Additional HOME Investment Partnerships Program Grant Funds in the Amount of$95,356.00 to Housing Channel for a Total Amount of$402,500.00 in the Form of a Subordinate Forgivable Loan for the Riverside Single Family Infill Development Located in the United Riverside Neighborhood, Authorize Execution of Contracts, Authorize Substantial Amendment to the City's 2016-2017 Action Plan, and Authorize the Substitution of Funding Years (COUNCIL DISTRICT 8) -- -- __ _ _................ --- -- -- -- RECOMMENDATION: It is recommended that the City Council: 1. Authorize a substantial amendment to the City's 2016-2017 Action Plan; 2. Authorize the City Manager, or his designee, to substitute current and prior funding years in order to meet commitment, disbursement and expenditure deadlines for grants from the United States Department of Housing and Urban Development; 3. Authorize the change in use and expenditure of additional HOME Investment Partnerships Program grant funds in the amount of$95,356.00 for a total contract amount of$402,500.00 in the form of a subordinate forgivable loan to Housing Channel, a certified Community Housing Developer Organization, for the development of up to five houses for the Riverside Single Family lnfill Development located in the United Riverside Neighborhood; 4. Authorize the City Manager, or his designee, to execute a contract with Housing Channel in the amount of$402,500.00 in the form of a subordinate forgivable loan for the development for a three year term beginning on the date of execution of the contract, and to execute all other related contracts necessary for housing development and lending activities; 5. Authorize the City Manager, or his designee, to extend or renew the contracts for two additional one-year terms if such extensions are necessary for completion of the development; and 6. Authorize the City Manager, or his designee, to amend the contracts if necessary to achieve project goals, provided that the amendment is within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds; DISCUSSION: On August 1, 2017, the City Council approved the City's 2017-2018 Action Plan for submission to the United States Department of Housing and Urban Development (HUD), which included an allocation of$307,144.00 in HOME Investment Partnerships Program (HOME) grant funds to Housing Channel for the Riverside Single Family lnfill Development on scattered sites in the United Riverside neighborhood (M&C G-19056). HUD requires the City to set aside 15 percent of its allocation of HOME funds for Community Development Housing Organization (CHDO) http://apps.cfwnet.orgleouncil_packet/me review.asp?ID-27047&councildate=6/4/2019[7/15/2019 7:12:18 AM] M&C Review activities. Housing Channel is an experienced single family affordable housing developer and a certified CHDO. Housing Channel plans to develop up to five approximately 1,500 square foot, three-bedroom, two- bath, two-car garage single family houses on LaSalle Street, Paradise Street, and Baurline Street. The average construction cost per house is $153,400.00 and $97.00 per square foot. The houses will be sold to households that earn 80 percent or less of the Area Median Income as set by HUD. Eligible buyers must meet all HOME requirements, including applying for and receiving at least $1,000 in down payment and/or closing cost assistance from the City's Homebuyer Assistance Program {HAP} and occupying the houses as their primary residences for the required affordability period. Due to rising construction costs, additional funding was needed to close the financing gap for the development. Staff identified an additional $95,356.00 of HOME funds from prior years' completed or cancelled programs and projects for a total contract amount of $402,500.00 for this project. Staff recommends he following HOME contract and HOME I-oanterms: 1. First lien commercial construction loan terms must be acceptable to City. 2. HOME loan will be subordinate only to first lien construction loan. Borrower's performance of the terms of the HOME contract and HOME loan will be secured by a deed of trust. Payment of HOME loan will only be required if Borrower fails to fulfill the HOME requirements in the contract and the terms of the HOME loan. 3. Three year term for HOME contract and HOME loan. Construction must begin within six months of date of contract execution. 4. Houses must be sold to HOME-eligible buyers who obtain a HAP loan of at least$1,000.00. 5. Housing Channel will be paid a 15 percent developer fee and will retain the net sales proceeds from the houses to be used to construct additional affordable houses. The expenditure of HOME funds is conditioned upon the following; 1. Satisfactory completion of an environmental review, pursuant to 24 CF'R Part 58. 2. Authorization to use grant funds from HUD. City staff recommends the change in use and expenditure of an additional $95,356.00 of HOME funds for a total contract amount of$402,500.00 to Housing Channel for the Riverside Single Family Infill Development. The purpose of this project is to benefit low and very low-income citizens by providing them with affordable housing. This project will assist the City in meeting its CHDO commitment and expenditure goals with HUD. A public comment period on the change in use of these HOME funds was held from November 28, 2018 to December 28, 2018. Any comments are maintained by the Neighborhood Services Department in accordance with federal regulations. The Action Plan funding year may vary and be substituted in order to expend the oldest grant funds first. This project is located in COUNCIL DISTRICT 8. FISCAL INFORMATI0NICERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations, funds will be available in the current operating budget, as appropriated, of the Grants Operating Federal Fund. The Neighborhood Services Department is responsible for verifying sufficiency of funding before disbursement. This is a reimbursement grant. TO _ _ __ ! — — Fund Department Account Project Program Activity budget Reference# Amount L� ID L`_ ID _� _ Year (Chartfield2) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27047&councildatc=6/4/2019[7/15/2019 7:12:18 AM] M&C Review FROM Fund Department Account Project Program Activity I Budget I Reference# Amount ID ID _I Year (Chartfield 2) Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Sonia Singleton (5774) Additional Information Contact: Chad LaRoque (2661) Diana Carranza (7369) ATTACHMENTS Combined Riverside Maps.pdf Form 1295 Certificate Housing Channel RiversidemRedacted.pdf http://apps.cfwnet.org/council_packet/mc review.asp?lD=27047&councildate=6/4/2019[7/15/2019 7.12:18 AM] M&C Review Page 1 of 6 Official site of the City of Fort Worth,Texas C"ice COUNCIL AGENDA FoR, T11 COUNCIL ACTION: Approved on 8/1/2017 -Ordinance No. 22814-08-2017 DATE: 8/1/2017 REFERENCE G-19056 LOG NAME: 19NS HUDACTION PLAN PY2017- NO.: 2018 CODE: G TYPE: NOW PUBLIC YES CONSENT HEARING: SUBJECT: Conduct Public Hearing and Approve the City's 2017-2018 Action Plan for the Use of Federal Grant Funds in the Amount of$10,778,461.00 to be Awarded by the United States Department of Housing and Urban Development from the Community Development Block Grant, HOME Investment Partnerships Program, Emergency Solutions Grant and Housing Opportunities for Persons with AIDS Grant Programs, Authorize Collection and Use of Program Income, Authorize Waiver of Application of Indirect Cost Rates, Authorize Execution of Related Contracts and Adopt Appropriation Ordinance (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Conduct a public hearing to allow citizen input and consideration of the City's 2017-2018 Action Plan for use of federal grant funds to be awarded by the United States Department of Housing and Urban Development in the amount of$10,778,461.00 from the Community Development Block Grant, HOME Investment Partnerships Program, Emergency Solutions Grant, and Housing Opportunities for Person with AIDS grant programs, and for the use of program income from activities using prior years' federal grant funds; 2. Approve the City's 2017-2018 Action Plan for submission to HUD, including allocations of grant funds to particular programs and activities as detailed below; 3. Authorize the collection and use of an estimated $150,000.00 of program income which resulted from activities using prior years' Community Development Block Grant funds, for the City's Priority Repair Program; 4. Authorize the collection and use of an estimated $300,000.00 of program income which resulted from activities using prior years' HOME Investment Partnerships Program funds, for the completion of the Hardy Street and HFC Terrell Single Family Infill housing development projects and 10 percent for administrative costs as detailed below; 5. Authorize the City Manager or his designee to execute contracts for one year terms with the agencies listed in Tables 1, 2 and 3 below, for Program Year 2017-2018 for Community Development Block Grant, Emergency Solutions Grant, and Housing Opportunities for Person with AIDS grant funds, contingent upon receipt of funding and satisfactory completion of an Environmental Review and all regulatory requirements; 6. Authorize the City Manager or his designee to extend the contracts for up to one year if an agency or department requests an extension and such extension is necessary for completion of the program or to amend the contracts if necessary to achieve program goals provided any amendment is within the scope of the program and in compliance with City policies and all applicable laws and regulations governing the use of federal grant funds; http://apps.cfwnet.org/council_packet/mc review.asp?ID=24909&councildate=8/1/2Ot7 11/2/2018 M&C Review Page 2 of 6 7. Authorize a waiver of indirect cost rates as applicable for the Grants Fund in accordance with the City's Administrative Regulations; and 8. Adopt the attached appropriation ordinance increasing the estimated receipts and appropriations to the Grants Fund in the total amount of$10,778,461.00 consisting of$6,526,863.00 in Community Development Block Grant funds, $2,047,626.00 in HOME Investment Partnerships Program funds, $577,437.00 in Emergency Solutions Grant funds, and $1,176,535.00 in Housing Opportunities for Person with AIDS grant funds, plus any program income, all subject to receipt of such funds. DISCUSSION: The City's 2017-2018 Action Plan summarizes the major housing and community development activities and proposed expenditures for the program year beginning October 1, 2017 and ending September 30, 2018 for use of federal grant funds totaling $10,778,461.00 from the United States Department of Housing and Urban Development(HUD) for Community Development Block Grant (CDBG), HOME Investment Partnerships Program (HOME), Emergency Solutions Grant(ESG) and Housing Opportunities for Persons with AIDS (HOPWA) grant programs. It also summarizes the use of program income resulting from activities using prior years' CDBG and HOME funds, the primary purpose of which is to benefit low and moderate income City of Fort Worth residents. ESG funds primarily benefit homeless persons, and HOPWA funds primarily benefit low and moderate income persons with HIVIAIDS. Staff developed initial recommendations for the allocation of the estimated funding from HUD based on prior years' funding levels. A public hearing was held on April 19, 2017 to provide citizens the opportunity to participate in the development of the Action Plan. The Staff recommendations for award amounts were presented to the Housing and Neighborhood Services Committee on May 6, 2017 and were adopted by the Community Development Council (CDC) on May 10, 2017. Following the publication of final funding amounts for FY2017-18 from HUD on June 14, 2017, Staff recommendations were updated to reflect the actual grant amounts and these revised recommendations were forwarded to the CDC and presented to the City Council through an Informal Report at the City Council Work Session on June 20, 2017. Notice of a 30 day public comment period from June 30, 2017 to July 31, 2017 was published in the Fort Worth Star-Telegram on June 25, 2017, in La Estrella on June 27, 2017, and in La Vida News: The Black Voice on June 29, 2017. Any comments received are maintained by the Neighborhood Services Department in accordance with federal regulations. The City must hold two public hearings as part of the HUD-required citizen participation process. The first public hearing is scheduled to be held by City Staff on July 19, 2017, and the second public hearing is scheduled for August 1, 2017 at the City Council meeting. A summary of Staffs final funding recommendations is provided below and in Tables 1, 2 and 3. Additionally, a spreadsheet of all specific funding recommendations is attached. The 2017-2018 Annual Action Plan must be submitted to HUD by August 15, 2017. A waiver of indirect costs is being requested to maximize program benefits. The CDBG program provides for 23 full-time positions with estimated salaries of$1.3 million. Addition of indirect costs would result in reduction in Staff and services. The indirect costs that are being asked to be waived are estimated to be$215,386.00. CDBG For Program Year 2017-2018, it is recommended that the amount of$6,526,863.00 in CDBG funds, and an estimated amount of$150,000.00 in CDBG program income totaling $6,676,863.00 be allocated as follows: Public Services -$979,029.00 http://apps.cfwnet.org/council_packet/mc review.asp?ID=24909&councildate=8/i/2017 11/2/2018 M&C Review Page 3 of 6 This item includes social services for low to moderate income, disabled and disadvantaged populations. Housing Program Services - $2,922,228.00 This item includes funding for the City's Priority Repair Program, Cowtown Brush-Up, homebuyer and housing services, accessibility modifications to the homes of senior and/or disabled individuals, the Lead Hazard Reduction Demonstration Grant Match, and related project delivery costs for these programs. Infrastructure Projects & Public Facilities -$579,255.00 This item includes funding for the Worth Heights Community Center Americans with Disability Act Improvements. CDBG Economic Development-$740,979.00 This item is the City's annual payment of its Section 108 loan from HUD. The Section 108 Program is a loan guarantee program which enables CDBG grantees to borrow up to five times the annual entitlement grant. CDBG Estimated Program Income -$150,000.00 This item includes funding for the City's Priority Repair Program. CDBG program income that is received which is over the estimated amount but not used for the City's Priority Repair Program will be allocated to priority activities in the City's Consolidated Plan subject to City Council approval. CDBG General Administration -$1,305,372.00 This item includes costs for administering the CDBG grant including allocations for Financial Management Services and Planning and Development Departments. HOME For Program Year 2017-2018, it is recommended that the amount of$2,047,626.00 in HOME funds, and an estimated amount of$300,000.00 in HOME program income totaling $2,347,626.00 be allocated as follows: Homebuyers Assistance Program (HAP) -$700,000.00 This item includes funding for down payment and/or closing cost assistance to low and moderate income homebuyers. Community Development Housing Organizations (CHDO) Set Aside -$307,144.00 HUD requires that a minimum of 15 percent of HOME funds be allocated to CHDOs for affordable housing projects and CHDO administrative operating costs. These funds will be used by Housing Channel (formerly Tarrant County Housing Partnership), a CHDO, for the Riverside Single Family Infill Development (COUNCIL DISTRICT 8). The houses will be sold to homebuyers making at or below 80 percent of the area median income as set by HUD. Rental Housing Development—$835,720.00 This item represents gap financing for a portion of the costs of developing Columbia Renaissance Square, Phase If, an affordable multifamily senior development (COUNCIL DISTRICT 8). http://apps.cfwnet.org/council_packet/me—review.asp?ID-24909&councildate=8/l/2017 11/2/2018 M&C Review Page 4 of 6 HOME General Administration—$204,762.00 This item includes costs for administering the HOME grant. HOME Estimated Program Income -$300,000.00 This item represents gap financing for the Columbia Renaissance Square, Phase II multifamily senior development. HOME program income that is received which is over the estimated amount but not used for the Columbia Renaissance Square, Phase 11 project will be allocated to the Riverside Single Family Infill development, or to priority activities in the City's Consolidated Plan subject to Council approval. HUD allows the City to take 10 percent of any HOME program income to be used for the costs for administering the HOME grant. HOPWA For Program Year 2017-2018, it is recommended that the amount of$1,176,535.00 in HOPWA funds be allocated as follows- Non-Profit Service Providers -$1,141,239.00 HOPWA Program Administration—$35,296.00 ESG For Program Year 2017-2018, it is recommended that the amount of$577,437.00 in ESG funds be allocated as follows. Non-Profit Service Providers -$534,130.00 ESG Program Administration—$43,307.00 CONTRACT RECOMMENDATIONS, The CDC and Staff recommend that contracts be executed with the listed agencies for the amounts shown in the following tables: Community Development Block Grant Contracts: Table 1 —CDBG Agencies Organization Program Amount AB Christian Learning Center Child Care Services $ 76,350.00 Catholic Charities Diocese of Fort Employment/Job Training $ 101,800.00 Worth, Inc. Girls Inc. of Tarrant County Youth Services $ 111,980.00 Goodwill Industries of Fort Worth, Employment/Job Training $ 76,350.00 Inc. Housing Channel Housing Counseling $ 118,088.00 Services The Ladder Alliance EmploymentlJob Training $ 94,974.00 Meals on Wheels, Inc. of Greater General &Special Needs $ 76,350.00 Tarrant County http://apps.cfwnet.org/council_packet/mc review.asp?ID=24909&councildate=8/t/2017 I1/2/2018 M&C Review Page 5 of 6 Presbyterian Night Shelter of Public Service Special $ 144,987.00 Tarrant County Needs Sixty and Better, Inc. Public Services: Elderly $ 101,800.00 United Community Centers Child Care Services $ 76,350.00 CDBG Public Service Subtotal $ 979,029.00 Rehabilitation, Education and Accessibility $ 102,000.00 Advocacy for Persons with Handicaps, dba REACH, Inc.** Total CDBG Contracts $11 081,029.00 **REACH will be funded from the CDBG Housing Programs and Services budget Housing Opportunities For Persons With AIDS Contracts: Table 2— HOPWA Agencies Organization Program Amount Tarrant County Samaritan Housing, Administration (seven $ 510,204.00 Inc. percent), Supportive Services and Facility Based housing Subsidy Assistance AIDS Outreach Center, Inc. Supportive Services, $ 631,035.00 Tenant Based Rental Assistance (TBRA), and Short Term Rent Mortgage and Utility Assistance (STRMU) Total HOPWA Contracts $1,141,239.00 Emergency Solutions Grant Contracts: Table 3—ESG Agencies Organization Program Amount Presbyterian Night Shelter of Shelter $ 1263625.00 Tarrant County Operations/Services SafeHaven of Tarrant County Shelter $ 75,975.00 Operations/Services Lighthouse for the Homeless dba Shelter $ 95,343.00 True Worth Place Operations/Services The Salvation Army, a Georgia Homeless Prevention $ 126,625.00 Corporation Center for Transforming Lives Rapid Rehousing $ 1093562.00 Total ESG Contracts $ 534,130.00 A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Neighborhood Services Department and approved by the MIWBE Office, in accordance with the M/WBE or BDE Ordinance, because the purchase of goods or services from source(s)where subcontracting or supplier opportunities are negligible. http://apps.cfwnet.org/council_packet/mc review.asp?ID=24909&councildate=8/i/2017 11/2/2018 M&C Review Page 6 of 6 All figures have been rounded to the nearest dollar for presentation purposes. These programs are available in ALL COUNCIL DISTRICTS. FISCAL INFORMATIONXERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations, adoption of the attached appropriation ordinance and receipt of grant funds, funds will be available in the current operating budget, as appropriated, of the Grants Operating Federal Fund. This is a reimbursement grant. The Neighborhood Services Department has the responsibility to validate the availability of funds prior to an expenditure being made. TO __ ___ Fund Department Account Project Program Activity Budget Reference# Amount ID ID _ _ Year (Chartfield 2) ---� FROM Fund Department Account Project Program Activfty Budget Reference# Amount ID ID Year �Chartfield 2) Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Aubrey Thagard (8187) Additional Information Contact: Barbara Asbury (7331) David Reitz (7563) ATTACHMENTS 19NS HUDACTIONPLANPY2017-2018 019 AO 17.docx Form 1295-All Agencies.pdf HUD 2017-18 AP Selected Slides.0 http://apps.cfwnet.org/council_packet/mc review.asp?ID=24909&councildate�8/i/2017 11/2/2018