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�TATE OF TEXAS § CONTRACT NO.
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COUNTY OF TARRANT §
This contract("Contract")is made and entered into by and between the City of Fort Worth
(hereafter "City") and Columbia Renaissance Square II, L.P. (hereafter "Developer"), a Texas
limited partnership. City and Developer may be referred to individually as a"Party" and jointly
as"the Parties."
The Parties state as follows:
WHEREAS, City has received a grant from the United States Department of Housing and
Urban Development through the HOME Investment Partnerships Program, Catalog of Federal
Domestic Assistance No. 14.239, with which City desires to promote activities that expand the
supply of affordable housing and the development of partnerships among City, local governments,
local lenders,private industry and neighborhood-based nonprofit housing organizations;
WHEREAS, the primary purpose of the HOME program pursuant to the HOME
Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act
of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program
Final Rule,as amended,24 CFR Part 92 et seq., is to benefit low and moderate income individuals
and families by providing them with affordable housing;
WHEREAS,Developer is a Texas limited partnership consisting of Columbia Renaissance
Square Partners 11, LLC, a Georgia limited liability company, as General Partner; and, RBC Tax
Credit Equity, LLC, an Illinois limited liability company, as Investor Limited Partner, and RBC
Tax Credit Manager II, Inc., a Delaware corporation, an affiliate of Investor Limited Partner as
Special Limited Partner.New Columbia Residential,LLC,a Georgia limited liability company, is
the Managing Member of the General Partner and East 43`d St., LLC, is a Member of the General
Partner and a Texas certified Historically Underutilized Business;
WHEREAS, Developer proposes to use HOME funds for an eligible project under the
HOME Regulations whereby Developer will construct, develop,own, and operate a new 120-unit
mixed income multifamily rental complex in the City;
WHEREAS, Developer has received an award of 2018 Competitive (9%) Housing Tax
Credits from the Texas Department of Housing and Community Affairs for a portion of the costs
of the development of the project to be commonly known as the Columbia Renaissance Square
Senior Apartments;
WHEREAS,Developer has received a commitment of a loan in the amount of$700,000.00
from the Fort Worth Housing Finance Corporation for a portion of the development costs of the
project; and
EFT. WORTH,
RECORD
ETARY
HOME DEVELOPER RENTAL CONTRACT TX Rev.09/25/2019
Columbia Renaissance Square Il,L.P. Page 1
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:
Accessible Units means units accessible to handicapped tenants. Developer must comply with
Section 504 requirements and all other applicable Federal accessibility requirements.
The Required Improvements must contain 9 Accessible Units. Of these 9 units, 6 must be
accessible to individuals with mobility impairments, and the other 3 must be accessible to
individuals with visual or hearing impairments.
Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National
Affordable Housing Act of 1990, as amended,42 U.S.C. 12701 et seq.
Affordable Rent means a rent amount that does not exceed the High HOME Rent limit published
annually by HUD, with adjustment for the bedroom size of the housing unit as more particularly
described on Exhibit"A"—Project Summary.
Affordability Period means the period of time that HOME Units must be leased to HOME
Eligible Households for Affordable Rent.
The Affordability Period for this project is 20 years. The Affordability Period begins on
the date that the project status is changed to "complete" in IDIS.
Affordability Requirements means the HOME Units remain occupied by HOME Eligible
Households paying Affordable Rent throughout the Affordability Period in accordance with the
terms of this Contract and the HOME Regulations.
Area Median Income or AMI means the median family income for the Fort Worth-Arlington
metropolitan statistical area as set annually by HUD.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 20020-12-2011.
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 2
Closing means the closing of the acquisition of the Property by Developer.
Complete Documentation means the following documentation as applicable:
1. Attachments I and II,with supporting documentation as follows:
a. Proof of expense: invoices, leases, service contracts or other documentation
showing the nature of the cost and that payment is due by Developer.
b. Proof of payment: cancelled checks, bank statements, or wire transfers necessary
to demonstrate that amounts due by Developer were actually paid by Developer.
2. Other documentation: (i) final lien releases signed by the general contractor or
subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass"
inspections for such work; (iii) documentation to show compliance with BDE or DBE
bidding process for procurement or Contract activities, if applicable; (iv) proof of
contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any
other documents or records reasonably necessary to verify costs spent for the project.
3. Complete Documentation shall meet the standards described in Exhibit "J"—Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD
Compliance Inspection Report and any other applicable final inspection approval from the City
showing that the Required Improvements have met City and HOME standards.
Completion Deadline means June 30,2021.
Conversion means the earlier of (i) the date the project's construction financing converts to
permanent financing and begins principal amortization, or(ii)May 31, 2021.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means any deed of trust from Developer in favor of City covering the Property and
securing the indebtedness evidenced therein and Developer's performance of the requirements of
this Contract and the HOME Regulations, as the same may be extended, amended, restated,
supplemented or otherwise modified. The Parties agree to the use of the Deed of Trust in
substantially the form attached as Exhibit"E"—Loan Documents.
Deed Restriction means the recorded deed restriction, covenant running with the land, or
agreement restricting the use of the Property, which imposes the Affordability Requirements
beginning after project completion, as required by 24 CFR Part 92.525(e)(1), which will give the
City the right to require specific performance, among other enforcement rights. The Parties agree
to the use of the Deed Restriction in substantially the form attached as Exhibit "L" — Deed
Restriction.
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 3
Director means the Director of the City's Neighborhood Services Department.
Effective Date means the date of execution by the last of the Parties of this Contract.
Fort Worth Housing Finance Corporation or FWHFC means the Fort Worth Housing Finance
Corporation, a Texas housing finance corporation and public instrumentality of the City of Fort
Worth.
HOME means the HOME Investment Partnerships Program.
HOME Eligible Household means a household whose annual income adjusted for family size
does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical
Guidance for Determining Income and Allowances. The definition of annual income to determine
tenant income eligibility shall be the definition at 24 CFR Part 5.609, as amended from time to
time.
HOME Funds means the HOME Program grant funds supplied by City to Developer under the
terms of this Contract.
HOME Regulations means the HOME Investment Partnerships Program Final Rule at 24 CFR
Part 92 et seq.
HOME Unit means a housing unit subject to the HOME Regulations leased to a HOME Eligible
Household at Affordable Rent for the duration of the Affordability Period as further described in
Exhibit "A" — Project Summary. The HOME Units can be designated as either High and/or
Low HOME units. The HOME Units are floating.
This project contains 12 Home Units. Of these HOME Units,9 are one-bedroom units and
3 are two-bedroom units.
High HOME Unit means a unit that must be leased to a High HOME Eligible Tenant for High
HOME Rent. High HOME Units can float among units that are materially similar in number of
bedrooms, square footage, and amenities; however, if the units are not materially similar, then the
High HOME units must be fixed.
This project contains 9 High HOME Units. Of these High HOME Units, 7 are one-
bedroom units and 2 are two-bedroom units.
High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High HOME
Unit, a tenant whose annual income adjusted for family size at the time of initial occupancy does
not exceed 60% of AMI, and (ii) for a tenant who is not the first to occupy a High HOME Unit, a
tenant whose annual income adjusted for family size does not exceed 80%of AMI. Tenant income
must be verified using the most current HUD Income Guidelines and Technical Guidance for
Determining Income and Allowances subject to the income verification requirements of Section
7.2.
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 4
High HOME Rent means a rent amount that is the lesser of(i)the HUD-established Fair Market
Rent for existing comparable housing units in the area, or (ii) 30% of the adjusted income of a
family whose annual income equals 65% of AMI with adjustment for the bedroom size of the
housing unit. High Home Rent may not exceed the maximum rent limitations set by HUD minus
utility allowances as more particularly described in Section 7.5.4
Housing Tax Credits means the federal housing tax credits allocated by the Texas Department of
Housing and Community Affairs under Section 42(h) of the Internal Revenue Code of 1986, as
amended.
HUD means the United States Department of Housing and Urban Development.
IDIS means Integrated Disbursement Information System, HUD's project tracking system.
Investor means the entity purchasing the housing tax credits, and any successors and assigns.
Loan means the HOME Funds provided to Developer by City under the terms of this Contract as
more particularly described in the Loan Documents.
Loan Documents means security instruments which Developer or any other party has executed
and delivered to City including without limitation,the City's Promissory Note and Deed of Trust,
or any other similar security instruments evidencing, securing or guaranteeing City's interest in
the Required Improvements constructed under this Contract and further evidencing, securing, or
guaranteeing Developer's performance of the Affordability Requirements during the Affordability
Period, as the same may from time to time be extended, amended, restated, supplemented or
otherwise modified.
Low HOME Eligible Tenant means a tenant whose annual income adjusted for family size does
not exceed 50% of AMI set by HUD. Tenant income must be verified using the most current
HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject
to Section 7.2 of this Contract.
Low HOME Rent means a rent amount that is no more than30%of the annual income of a family
at 50% of AMI adjusted for family size. Low Home Rent may not exceed the maximum rent
limitations established by HUD minus utility allowances as more particularly described in Section
7.5.4.
Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant for Low
HOME Rent. Low HOME Units can float among units that are materially similar in number of
bedrooms, square footage, and amenities; however, if the units are not materially similar, then the
Low HOME units must be fixed. If there are more than 5 HOME Units, then 20% of the total
HOME units must be designated as Low.
This project contains 3 Low HOME Units. Of these Low HOME Units,2 are one-bedroom
units, and 1 is a two-bedroom unit.
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 5
FWHFC Loan means the funds provided to Developer by FWHFC under the terms of the FWHFC
Loan Documents.
FWHFC Loan Documents means the Loan Agreement, the Promissory Note and the Deed of
Trust securing the FWHFC Loan.
Neighborhood Services Department means the City's Neighborhood Services Department.
Plans means the plans and specifications related to the Required Improvements prepared by the
Developer's architect which have been delivered to and then reviewed and approved by City on or
before the Effective Date, and any and all amendments thereto approved by City.
Promissory Note means any note in the amount of the HOME Funds executed by Developer
payable to the order of City, as the same may be extended, amended, restated, supplemented or
otherwise modified. The Parties agree to the use of a Promissory Note in substantially the form
attached as Exhibit"E"—Loan Documents.
Property means the land on which the Required Improvements shall be constructed as more
particularly described in and encumbered by the Deed of Trust.
Reimbursement Request means all reports and other documentation described in Section 10.
Required Improvements or the project means all the improvements for a 120-unit mixed income
affordable multifamily rental housing project to be constructed on the Property, together with all
fixtures,tenant improvements and appurtenances now or later to be located on the Property and/or
in such improvements. The Required Improvements are commonly known as the Columbia
Renaissance Square Senior Apartments. The current street address of the project is 2801 Moresby
St.,Fort Worth, TX 76119.
Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of
1973 to provide accessible housing to persons with disabilities. Section 504 requires that 5% of
the units (but not less than 1 unit) in a newly constructed multifamily project must be accessible
to individuals with mobility impairments, and an additional 2% of the units (but not less than 1
unit) must be accessible to individuals with sensory impairments.
Stabilization means the earlier of(i) the date the project's senior loan converts to its permanent
phase and begins principal amortization, or(ii) January 1, 2022.
Subordination Agreement means the Subordination Agreement among Developer's construction
and permanent financing lender, Developer, FWHFC and City outlining the relative priorities of
the construction and permanent loan,the FWHFC Loan, and the City's Loan for the project.
TDHCA means the Texas Department of Housing and Community Affairs.
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 6
Tenant Documentation means any documentation allowed under the definition of annual income
in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible Household.
Documentation may include but is not limited to copies of paychecks, Social Security and
disability verification letters, interest or rental income statements, retirement income statements,
child support and alimony verification,unemployment benefit letters, and the like for initial tenant
income eligibility verifications, and the tenant income verification required every 61h year of the
Affordability Period. Documentation for tenant income eligibility verifications for other than the
initial lease and the 61h year of the Affordability Period shall be a City-approved income self-
certification form.
3. TERM AND EXTENSION.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and terminates in 3 years unless
earlier terminated as provided in this Contract.
3.2 Extension of Contract.
This Contract may be extended for 2 one-year extensions upon Developer submitting a
request for an extension in writing at least 60 days prior to the end of the 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 that it
is within 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.
3.3 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and terminates
(i) for the payment of$1,800,000.00 of the HOME funds, 15 years after Stabilization and(ii) for
Developer's performance of the Affordability Requirements, the termination of the Affordability
Period, so long as the terms and conditions of this Contract and the Loan Documents have been
met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide HOME Funds.
City shall provide up to$1,800,000.00 of HOME Funds in the form of the Loan for part of
the cost of acquisition of the Property and construction of the Required Improvements, under the
terms and conditions of this Contract and the Loan Documents.
4.2 City Will Monitor.
City will monitor the activities and performance of Developer and any of its contractors,
subcontractors or vendors throughout the Affordability Period, but no less than annually as
required by 24 CFR Part 92.504.
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 7
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Construction of Required Improvements.
Developer shall complete the construction of the Required Improvements as described in
Exhibit"A"—Project Summary in accordance with the Plans,the schedule set forth in Exhibit
"C" - Construction and Reimbursement Schedule, and the terms and conditions of this
Contract.
5.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
Developer shall submit any construction contracts and construction documents to City to
show the work to be undertaken for the Required Improvements in sufficient detail that City can
perform all required inspections in accordance with 24 CFR Part 92.251 (a)(2)(iv). City shall
review written cost estimates for the construction of the Required Improvements to determine that
such costs are reasonable. In the event City in its reasonable discretion determines that such costs
are unreasonable,Developer shall revise said costs estimates to City's satisfaction.
5.2 Use of HOME Funds.
5.2.1 Costs in Compliance with HOME Regulations and Contract.
Developer shall be reimbursed for eligible project costs with HOME Funds only if City
determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with the HOME
Regulations.
5.2.1.2 Costs are in compliance with this Contract and are reasonable and
consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted by Developer.
5.2.2 Budget.
Developer agrees that the HOME Funds will be paid on a reimbursement basis in
accordance with Exhibit "B" - Budget and Exhibit "C" - Construction and Reimbursement
Schedule. Developer may increase or decrease line item amounts in the HOME Funds Budget
with the Director's prior written approval,which approval shall be in the Director's sole discretion.
Any such increase or decrease in line items in the Budget shall comply with Section 5.2.1,Exhibit
"A—Project Summary, and shall not increase the total amount of HOME Funds.
5.2.3 Change in Budget.
5.2.3.1 Developer will notify City promptly of any additional funds it receives
for construction of the project, and City reserves the right to amend this
Contract in such instances to ensure compliance with HUD regulations
governing cost allocation.
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square I1,L.P. Page 8
5.2.3.2 Developer agrees to utilize the HOME Funds to supplement rather than
supplant funds otherwise available for the project.
5.3 Payment of HOME Funds to Developer.
HOME Funds will be disbursed to Developer upon City's approval of Developer's
Reimbursement Requests, including submission of Complete Documentation to City in
compliance with Section 10. As more particularly described in the HOME Funds Budget, City
will hold back $50,000.00 of the HOME Funds until City verifies that the first HOME Unit has
been leased to a HOME Eligible Household. It is expressly agreed by the Parties that any HOME
Funds not reimbursed to Developer shall remain with City.
5.4 Identify Project Expenses Paid with HOME Funds.
Developer will keep accounts and records in such a manner that City may readily identify
and account for project expenses reimbursed with HOME Funds. These records shall be made
available to City for audit purposes and shall be retained as required hereunder.
5.5 Acknowledgement of City Payment of HOME Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that City has
paid all HOME Funds due under this Contract, or shall deliver a document executed by an officer
of Developer identifying all or any portion of the HOME Funds that City has not paid to Developer.
Once City has met all of its obligations for payment of HOME Funds hereunder, an officer of
Developer shall sign an acknowledgement of same.
5.6. Security for City's Interest and Developer's Performance.
To secure City's interest in the Required Improvements and the performance of
Developer's obligations hereunder, Developer shall execute the Loan Documents and record the
Deed of Trust encumbering the Property at the earlier of(i) the acquisition of the Property, or(ii)
the closing of Developer's construction loan. No HOME Funds will be paid or reimbursed until
the Deed of Trust is recorded. The City's interest in preserving the affordability of the HOME
Units will be additionally secured by the Declaration of Land Use Restrictive Covenants
("LURA") established and enforced by TDHCA for the Housing Tax Credits. The TDHCA's
LURA shall restrict the project and Property to certain occupancy and rent requirements for a
period of 40 years.
5.6.1 Loan Terms and Conditions.
Developer will be required to:
5.6.1.1 Execute and deliver the Deed Restriction, the Promissory Note and
Deed of Trust along with any other Loan Documents required by City.
5.6.1.2 Provide City with a Mortgagee's Policy of title insurance in the amount
of the Loan.
5.6.1.3 Pay all costs associated with Closing the Loan.
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 9
5.6.1.4 Provide City with an estimated settlement statement from the title
company at least 3 business days before Closing.
5.6.1.5 Ensure City's lien is subordinate only to the senior indebtedness
approved by City and the FWHFC Loan,which will be memorialized in
the Subordination Agreement. City must approve in writing any
secured financing for the project that is to be subordinate to the Loan.
5.6.1.6 The term of the Loan shall be as specified in Section 3.3.
5.6.1.7 Interest on the Loan during construction shall be 1% and, beginning at
Stabilization, the lesser of the Long Term Applicable Federal Rate in
effect on the date of the Promissory Note, or 1% per annum. Payment
of principal and interest on the Loan, shall be based on a 30 year
amortization schedule. Principal and interest shall be due and payable
in annual installments fron Net Cash Flow beginning 12 months after
Stabilization and continuing annually thereafter until the Final Payment
Date in the Promissory Note. Any payments will be applied first to
accrued interest and the remainder to reduction of the principal amount.
Provided however, principal and interest are only payable from 5% of
available Net Cash Flow as more particularly described in the Developer's
Amended and Restated Agreement of Limited Partnership dated
September 1, 2019,as may be amended from time to time. Principal and
interest to the extent not paid from Net Cash Flow shall be deferred and
shall be paid out of Developer's Net Cash Flow in subsequent years. All
unpaid principal and accrued and unpaid interest remaining outstanding
shall be paid on or before the Final Payment Date in the Promissory Note.
5.6.1.8 In addition to the Deed Restriction, the terms of the Loan pertaining to
performance of the Affordability Requirements shall remain in effect
after the Final Payment Date for the remainder of the Affordability
Period to secure Developer's performance of the Affordability
Requirements and all provisions of this Contract pertaining to the
HOME Program.
5.6.1.9 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the HOME Regulations including but
not limited to the Affordability Requirements and other HOME
requirements. The Deed of Trust shall secure both repayment of the
HOME Funds and performance by Developer of its obligations under
this Contract during the Affordability Period.
5.6.1.10 Except for permanent loan conversion with Developer's permanent
lender, refinancing by Developer, or any subordinate financing other
than that approved herein or otherwise by City, shall require the review
and prior written approval of City for the purpose of ensuring
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 10
compliance with the underwriting and subsidy layering requirements of
the HOME Regulations, which approval shall not be unreasonably
withheld, conditioned or delayed.
5.6.1.11 Default under the FWHFC Loan shall be considered a default of the
Loan and a default of the Loan shall be considered a default of the
FWHFC Loan, subject to any applicable notice and/or cure period
contained in the FWHFC Loan Documents.
5.6.1.12 Failure by Developer to comply with this Section 5.6.1 will be an
event of default under this Contract and the Loan Documents.
5.7 Maintain Affordability Requirements.
Developer shall ensure that the HOME Units shall be occupied by HOME Eligible
Households throughout the Affordability Period as required by the HOME Regulations. Developer
must notify the City in writing within 30 days of either of the following occurrences: (i) a HOME
Unit is occupied by a tenant who is not a HOME Eligible Household,or(ii)a HOME Unit remains
vacant for more than 90 days. In the event that a HOME Unit is occupied by a tenant who is not
a HOME Eligible Household, Developer shall have 30 days to determine if a market rate tenant
qualifies as a HOME Eligible Household or fill an empty market rate unit with a HOME Eligible
Household. If either(i)or(ii)takes place and is not cured within the time limits described in
this Section, then Developer shall pay City 10% of the Loan amount as liquidated damages.
The Parties agree that City's actual damages in the event of either (i) or (ii) happening and
remaining uncured are uncertain and would be difficult to ascertain and may include a
finding by HUD,a repayment of funds to HUD by City or otherwise impact the City's HOME
grant or other federal grant funds. Therefore, the Parties agree that payment under this
Section of 10% of the Loan amount by Developer to City is liquidated damages and not a
penalty.
5.8 Deed Restriction.
Developer shall execute and deliver the Deed Restriction, which shall secure the
Requirements for the Affordability Period, as required by HUD Regulations. Early repayment of
the Loan shall not relieve Developer of its obligations under the Deed Restriction, this Contract,
or the HOME Regulations including but not limited to the Affordability Requirements and other
HOME Requirements.
5.9 Affordability Requirements Survive Transfer.
The HOME Units must remain affordable without regard to the term of any mortgage or
transfer of ownership,pursuant to the terms of the Loan Documents, the Deed Restriction, or any
other mechanism provided by HUD. Any sale or transfer of the project during the Affordability
Period, excluding a transfer due to condemnation or to obtain utility services, may at City's sole
discretion require the repayment of the HOME Funds unless the new owner or transferee
affirmatively assumes in writing the obligations established hereunder for the HOME Units for
whatever time remains of the Affordability Period. Failure of the new owner or transferee to
promptly assume all of Developer's obligations under this Contract, the Loan Documents, and/or
the Deed Restriction will result in immediate termination of this Contract and any HOME Funds
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 11
already paid to Developer must be repaid to City within 30 days of such termination. In addition,
City may pursue any of its remedies under the Loan documents or the Deed Restriction if the new
owner or transferee fails to assume Developer's obligations to maintain the Affordability
Requirements throughout the Affordability Period.
6. CONSTRUCTION.
6.1 Construction Schedule.
Developer will construct the Required Improvements in accordance with the schedule set
forth in the attached Exhibit "C" — Construction and Reimbursement Schedule. Developer
shall not begin construction until City sends a Notice to Proceed. Developer's failure to meet the
Construction Schedule or the Completion Deadline shall be an event of default. Subject to
Section 14.19,Developer may not change the Construction Schedule without the Director's prior
written approval, which approval shall be in the Director's reasonable discretion.
6.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
Developer shall furnish City with the written cost estimates, construction contracts and
construction documents(collectively,the"Construction Documents")all of which shall describe
the construction of the Required Improvements in sufficient detail so that City can perform
inspections. City shall review and approve written cost estimates and determine that costs are
reasonable prior to the commencement of construction.
6.1.2 Construction Inspections.
City will conduct progress and final inspections of construction of the project to ensure that
the work is done in accordance with the applicable building codes and the Construction
Documents. The construction of the project must pass a Neighborhood Services Department
Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any
other applicable HUD-required inspections during the construction period, along with any
applicable final inspection approval from the City building inspectors at the Completion of the
construction of the project.
6.2 Applicable Laws, Building Codes and Ordinances.
The Plans and construction for the Required Improvements shall (i) conform to all applicable
Federal, State, City and other local laws, ordinances, codes, rules and regulations, including the
HOME Regulations; (ii)meet all City building codes; (iii)meet the Energy Conservation
requirements as required by the State of Texas in Chapter 11 of the International Residential
Code; (iv) if new construction, must conform to the Model Energy Code published by the
Council of American Building Officials; and (v)must pass a HUD Compliance Inspection
Report and inspection by City's Neighborhood Services Department inspectors.
6.3 Property Standards During Construction.
Developer shall comply with the following as applicable during the construction of the
Required Improvements: (i) the Property Standards in 24 CFR Part 92.251(a), (ii) accessibility
standards under 24 CFR Part 92.251(a)(2)(i), (iii) any City property standards, and (iv) all other
applicable accessibility standards for the project.
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 12
6.4 Lead-Based Paint Requirements.
Developer will comply with any applicable Federal lead-based paint requirements
including lead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355
and 24 CFR Part 35, subparts A,B,J,K,M,and R,and the Lead:Renovation,Repair and Painting
Program Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the Required
Improvements.
6.5 Approval of Plans and Specifications by City Not Release of Responsibility.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of Developer or any of its contractors or subcontractors, or their
respective officers, agents, employees and lower tier subcontractors, for the accuracy or the
competency of the Plans or the Construction Documents, including, but not limited to, any related
investigations, surveys, designs, working drawings and specifications or other documents; or (ii)
an assumption of any responsibility or liability by City for any negligent act, error or omission in
the conduct or preparation of any investigation, surveys, designs, working drawings and
specifications or other documents by Developer or any of its architects, contractors or
subcontractors, and their respective officers, agents, employees and lower tier subcontractors.
6.6 Contractor, Subcontractor and Vendor Requirements.
Developer will use commercially reasonable efforts to ensure that all contractors or
vendors utilized by Developer or subcontractors utilized by Developer's general contractor are
appropriately licensed and such licenses are maintained throughout the construction of the
Required Improvements and the operation of the project when applicable. Developer shall ensure
that all contractors utilized by Developer, subcontractors utilized by Developer's general
contractor in the construction of the Required Improvements, or vendors utilized by Developer in
the operation of the project are not debarred or suspended from performing the contractor's,
subcontractor's or vendor's work by the City, the State of Texas, or the Federal government. For
purposes of this Contract, the term "vendors" does not include suppliers or materialmen.
Developer acknowledges that 2 CFR Part 200 forbids Developer from hiring or continuing
to employ any contractor,subcontractor or vendor that is listed as debarred on the Federal
System for Award Management,www.sam.gov ("SAM"). Developer must confirm by search
of SAM that all contractors, subcontractors or vendors are not listed by SAM as being debarred,
both prior to hiring and prior to submitting a Reimbursement Request which includes invoices
from any such contractor, subcontractor, or vendor. Failure to submit such proofs of search
shall be an event of default, if not cured within any applicable notice or cure period. 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 immediately stop work on the
project and Developer shall not be reimbursed for any work performed by such contractor,
subcontractor or vendor. However, this Section should not be construed to be an assumption of
any responsibility or liability by City for the determination of the legitimacy, quality, ability, or
good standing of any contractor, subcontractor or vendor.
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6.7 Furnish Complete Set of"As Built" Plans.
Developer shall furnish City a complete set of"as built"or marked-up plans for the project
at Ccompletion of construction after all final approvals have been obtained.
6.8 Broadband Infrastructure Requirements.
In compliance with the requirements of 24 CFR Part 5.100,Developer shall provide for the
installation of broadband infrastructure,to include cables, fiber optics,wiring, or other permanent
infrastructure, including wireless infrastructure, that is capable of providing access to Internet
connections in individual housing units, and that meets the definition of "advanced
telecommunications capability" determined by the Federal Communications Commission under
Section 706 of the Telecommunications Act of 1996 (47 U.S.C. 1302).
7. TENANT AND LEASE REOUIRMENTS; PROPERTY STANDARDS DURING
AFFORDABILITY PERIOD.
7.1 Income Eli0bility.
Developer must use the definition of annual income used by 24 CFR 5.609 to establish
tenant income eligibility. Developer shall use the most current HUD Income Guidelines.
Developer shall maintain Tenant Documentation sufficient to show that the HOME Units are
occupied by HOME Eligible Households. This Section shall survive the earlier termination or
expiration of this Contract and be applicable for the length of the Affordability Period.
7.2 Income Verification.
7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible
Households with full Tenant Documentation at the time the initial lease for a HOME Unit is
executed. Tenants must certify the number of people in tenant's household along with such
person's names and ages. Developer shall obtain financial information on all members of a
tenant's household.
7.2.2 Developer must verify the income of the tenants of the HOME Units annually after
the initial lease is executed, but may use a City-approved tenant self-certification form as Tenant
Documentation. Notwithstanding the foregoing,Developer must verify the income eligibility
of all HOME Eligible Households with full Tenant Documentation every 6th year of the
Affordability Period.
7.2.3 Developer must maintain copies of Tenant Documentation as required under this
Contract.
7.2.4 City will review Tenant Documentation during the Affordability Period as part of
its monitoring.
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7.3 Tenant Lease.
7.3.1 Developer shall submit to City the form of its tenant lease prior to leasing any
HOME Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253 regarding the
following issues:
7.3.1.1 Length of lease term shall not exceed 2 years and may not be shorter
than 1 year for the initial lease term. If the lease is renewed,tenant and
landlord may agree to a longer or shorter term.
7.3.1.2 Lease may not include agreement by tenant to allow landlord to take,
hold or sell tenant's personal property without notice and a court
decision on the rights of the parties.
7.3.1.3 Lease may not include agreement by the tenant to excuse owner or
owner's agents from responsibility for any action or failure to act,
whether intentional or negligent acts.
7.3.1.4 Lease may not authorize landlord to institute a lawsuit without notice to
the tenant.
7.3.1.5 Lease may not include agreement by tenant to waive a jury trial or right
of appeal.
7.3.1.6 Lease may not include an agreement by tenant to pay legal costs of court
proceeding even if the tenant prevails in those proceedings regardless of
outcome.
7.3.1.7 Lease may not include an agreement by the tenant to be sued, to admit
guilt or to a judgment in favor of the owner in a lawsuit brought in
connection with the lease.
7.3.1.8 Lease may not include an agreement by the tenant that the owner may
evict the tenant or household members without instituting civil court
proceedings in which the tenant has the opportunity to present a defense,
or before a court decision on the rights of the parties.
7.3.1.9 Lease may not include an agreement by the tenant to waive the tenant's
right to appeal or otherwise challenge in court a court decision in
connection with the lease.
7.3.1.10 Lease may not include an agreement by the tenant to accept supportive
services that are offered.
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7.3.2 Termination of Tenancy of HOME Units.
Developer may not terminate the tenancy of a HOME Eligible Household in a HOME Unit
except for serious or repeated violation of the terms and conditions of the lease; for violation of
applicable federal, state or local laws; or for other good cause. Good cause does not include an
increase in the income of the HOME Eligible Household. To terminate or refuse to renew the
tenancy,Developer must serve written notice upon the tenant specifying the grounds for the action
at least 30 days before the termination of tenancy.
7.3.3 Revised Lease Forms.
Developer shall provide City copies of revised lease forms within 30 days of any change
to its lease form. All changes to Developer's lease form shall comply with the requirement of
Section 7.3.1.
7.4 Tenant Household Characteristics.
7.4.1 Developer shall provide City with the information about the household
characteristics of the first tenant renting a HOME Unit on Exhibit "G" —Project Compliance
Report: Rental Housing.
7.4.2 At City's request, Developer shall provide demographic information on all tenants
in the project in order to show compliance with Section 7.7 during the Affordability Period.
7.5 Tenant Rent.
7.5.1 Rents charged to tenants of the HOME Units are subject to 24 CFR 92.252 (a) and
(b)and are subject to review and approval by City at initial lease up and prior to any rent increases.
Under no circumstances may the maximum rent charged to tenants of HOME Units exceed the
High Home Rent minus utility allowances (excluding telephone). Developer agrees to abide by
HUD-approved schedules of HOME rent levels and City-approved utility allowances.
7.5.2 City shall provide Developer with information on updated HOME rent limits so
that rents may be adjusted (not to exceed the maximum HOME rent limits). Developer shall
provide City annually with information on rents and occupancy of the HOME Units to demonstrate
compliance with 24 CFR Part 92.252 (a) and (b). City shall review the rents for compliance and
approve or disapprove them every year.
7.5.3 Any increase in rents for the HOME Units is subject to the provisions of any
outstanding leases for said units. Developer shall provide tenants of the HOME Units with not
less than 30 days prior written notice before implementing any increase in rents.
7.5.4 City shall adopt utility allowances in accordance with HOME regulations and HUD
guidance. Such allowances shall be updated regularly, and shall be furnished to Developer.
Developer shall adjust tenant rents accordingly in compliance with HOME regulations.
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7.6 Tenant Selection.
Within 90 days of the Effective Date, Developer must submit to City for City's approval
Developer's tenant selection policy and criteria that address the following:
7.6.1 The tenant selection policy must be consistent with the purpose of providing
housing for very low and low income persons.
7.6.2 The tenant selection policy must provide for:
7.6.2.1 Selection of tenants from a written waiting list in the chronological order
of their application, insofar as is practicable;
7.6.2.2 Prompt written notification to any rejected applicant of the grounds for
such rejection; and
7.6.2.3 Bi-lingual leasing and management assistance.
7.6.3 Holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or
similar subsidy) must not be excluded from renting a unit in the project.
7.6.4 The tenant selection policy must address non-discrimination and affirmative
marketing as discussed in Section 7.7.
7.6.5 Developer must market Accessible Units in the following order:
7.6.5.1 Within the project to persons requiring an accessible unit.
7.6.5.2 To persons on the waiting list requiring an accessible unit.
7.6.5.3 To the general community for persons requiring accessible unit.
7.6.5.4 To persons that do not require an accessible unit.
7.6.6 The tenant selection policy must (i) address the lease requirements described in
Section 7.3, (ii)address managing HOME Unit requirements, and(iii)must comply with state and
local tenant/landlord laws.
7.7 Affirmative Marketing.
Developer must adopt and implement affirmative marketing procedures as required by 24
CFR 92.351 if the project involves the construction of 5 or more HOME Units. The procedures
and requirements must include methods for informing the public, owners and potential tenants
about fair housing laws and policies so as to ensure that all individuals are given an equal
opportunity to participate in the project without regard to sex, age, race, color, creed, nationality,
national origin, religion, handicap status, disability, familial status, sexual orientation, gender
identity, gender expression or transgender. The procedures shall include methods to be used by
Developer to inform and solicit applications for tenancy from person in the housing market area
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who are not likely to apply for the housing without special outreach (e.g., through the use of
community organizations,places of worship,employment centers,fair housing groups,or housing
counseling agencies.)The procedures and requirements must designate an individual who will be
responsible for marketing the project and must establish a clear application screening plan.
Developer's affirmative marketing procedures must be submitted to City for approval prior to
implementation; provided however, City shall have no responsibility for affirmative marketing of
the project.
7.7.1 Developer shall keep records describing actions taken to affirmatively market the
HOME Units and the project sufficient to enable City to assess the results of the affirmative
marketing.
7.8 Property Inspections During Initial Lease-Up of HOME Units; Annual
Inspections of HOME Units.
City shall inspect units in the project before they are placed into service. City shall inspect
the HOME Units prior to a HOME Eligible Household occupying such unit to ensure that each
HOME Unit meets the appropriate HOME standards. Thereafter, City will inspect the HOME
Units annually.
7.9 Proiect Maintenance and Inspections During Affordability Period.
Developer shall ensure that the project is maintained in accordance with all applicable
HUD property standards for the duration of the Affordability Period,which at a minimum shall be
those property standards required in 24 CFR Part 92. City will verify maintenance of the project
to these standards through on-site inspections every year.
7.10 Violence Against Women Act Requirements.
7.10.1 As Applicable, Developer shally comply with the Violence Against Women Act
("VAWA")and shall ensure that its property manager shall, at the time of application for a unit in
the project, provide all potential tenants receiving rental assistance with a Notice of Occupancy
Rights under the Violence Against Women Act in substantially the same form as the form attached
and incorporated as Exhibit "M"—VAWA Forms in compliance with VAWA and 24 CFR Part
92.359 of the HOME Regulations.
7.10.2 Developer agrees that no applicant for a unit in the project may be denied on the
basis or as a direct result of the fact that they are or have been a victim of domestic violence,dating
violence, sexual assault, or stalking, as long as they would otherwise qualify for the unit.
7.10.3 Developer shall be responsible for revieweing VAWA and any applicable
regulations and shall respond to all emergency transfer requests in accordance with the
requirements of those provisions. Developer may request that all tenants requesting an emergency
transfer under VAWA fill out the form attached and incorporated in Exhibit "M" — VAWA
Forms or its own form that is substantially the same.
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8. ADDITIONAL HOME REQUIREMENTS.
Developer agrees to comply with all requirements of the HOME Program as stated in the
HOME Regulations, including, but not limited to the following:
8.1 Environmental Review.
HOME Funds will not be paid and costs cannot be incurred until City has conducted and
completed an environmental review and completed an Environmental Review Record as required
by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify,
or cancel the project. Further, Developer will not undertake or commit any funds to physical or
choice limiting actions, including if applicable, property acquisition, demolition, movement,
rehabilitation, conversion, repair or construction prior to the environmental clearance. Any
violation of this Section will (i) cause this Contract to terminate immediately; (ii) require
Developer to repay to City any HOME Funds received and forfeit any future payments of
HOME Funds; and (iii)Developer must pay 10%of the HOME Funds to City as liquidated
damages. The Parties agree that City's actual damages in the event of Developer violating
this Section are uncertain and would be difficult to ascertain and may include a finding by
HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant or
other Federal grant funds. Therefore, the Parties agree that payment of 10% of the Loan
amount by Developer to City under this Section is liquidated damages and not a penalty.
8.1.1 Mitigation.
Developer must take the mitigation actions outlined in Exhibit "A-2" — Environmental
Mitigation Actions. Failure to complete the required mitigation action is an event of default
under this Contract.
8.2 Contract Not Constituting Commitment of Funds.
Notwithstanding any provision of this Contract, the Parties agree and acknowledge that
this Contract does not constitute a commitment of HOME Funds, and that such commitment or
approval may occur only upon satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
8.3 Monitoring.
8.3.1 Developer understands and agrees that it will be subject to monitoring by City for
compliance with the HOME Regulations, the terms of this Contract and the Loan Documents
during the Affordability Period. Developer will provide reports and access to project files as
requested by City during the Affordability Period and for 5 years after it ends.
8.3.2 Representatives of City, HUD, HUD Office of the Inspector General, and the
United States Comptroller General shall have access during regular business hours, upon at least
48 hours prior notice, to Developer's offices and records and to Developer's officers and agents
that are related to the use of the HOME Funds and the requirements of the HOME Regulations
during the Affordability Period, and to Developer's officers, agents, employees, contractors,
subcontractors and vendors for the purpose of such monitoring
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8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring,
City reserves the right to perform desk reviews or on-site monitoring of Developer's compliance
with the terms and conditions of this Contract and the Loan. After each monitoring visit, City
shall provide Developer with a written report of the monitor's findings. If the monitoring report
notes deficiencies in Developer's performance,the report shall include requirements for the timely
correction of said deficiencies by Developer. Failure by Developer to take the action specified in
the monitoring report may be cause for suspension or termination of this Contract as provided
herein, or City may take all actions allowed in the Loan Documents.
8.3.4 Developer shall annually provide to City the results of any state or federal
monitoring related to the project including any monitoring by TDHCA. Such results shall be
submitted annually to City with the submission of its annual audit and financial statements.
8.3.5 This Section 8.3 shall be applicable for the duration of the Affordability Period
and shall survive the earlier termination or expiration of this Contract.
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 Manazement Standards.
Developer agrees to adhere to the accounting principles and procedures required in 2 CFR
Part 200, as applicable, utilize adequate internal controls, and maintain necessary supporting and
back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part
200.303.
8.9 Uniform Administrative Requirements.
Developer will comply with the Uniform Administrative Requirements, Cost Principles,
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and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably
equivalent procedures and requirements that City may require.
8.10 Compliance with FFATA and Whistleblower Protections.
Developer shall provide City with all necessary information for City to comply with the
requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act("FFATA")governing requirements on executive compensation and provisions
governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
8.10.1 Developer shall provide City its DUNS number prior to the payment of any
HOME Funds.
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.
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8.13 Terms Applicable to Contractors, Subcontractors and Vendors.
Developer understands and agrees that all terms of this Contract, whether regulatory or
otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which
are in any way paid with HOME Funds or who perform any work in connection with the project.
Developer shall cause all applicable provisions of this Contract to be included in and made a part
of any contract or subcontract executed in the performance of its obligations hereunder, including
its obligations regarding the Affordability Requirements and the HOME Regulations during the
Affordability Period. Developer shall monitor the services and work performed by its contractors,
subcontractors and vendors on a regular basis for compliance with the Affordability Requirements,
the HOME Regulations and Contract provisions. Developer is responsible to cure all violations
of the HOME Regulations committed by its contractors,subcontractors or vendors. City maintains
the right to insist on Developer's full compliance with the terms of this Contract and the HOME
Regulations and Developer is responsible for such compliance regardless of whether actions to
fulfill the requirements of this Contract or the HOME Regulations are taken by Developer or by
Developer's contractors, subcontractors or vendors. Developer acknowledges that the
provisions of this Section shall survive the earlier termination or expiration of this Contract
and be applicable for the length of the Affordability Period and for 5 years thereafter.
8.14 Payment and Performance Bonds.
Subject to the requirements of 2 CFR Part 200,Developer shall furnish City with payment
and performance bonds in a form acceptable to City in the amount of the construction cost for the
project but not less than $2,500,000.00, which is the total amount of the Loan and the FWHFC
Loan. At City's discretion, other forms of assurance may be acceptable so long as they meet the
requirements of the HOME Regulations.
8.15 Compliance with HOME Requirements by Property Manager.
Developer will ensure that the property manager complies with the HOME Requirements,
including, but not limited to, adding a provision in its property management agreement that the
property manager will follow the HOME Requirements outlined in Exhibit "N" — HOME
Requirements and attaching it as an exhibit to its property management agreement.
9. RECORD KEEPING, REPORTING AND DOCUMENTATION
REQUIREMENTS, RIGHT TO AUDIT.
9.1 Record Keeping.
Developer shall maintain a record-keeping system as part of its performance of this
Contract and shall promptly provide City with copies of any document City deems necessary for
the effective fulfillment of City's monitoring and evaluation responsibilities. Specifically,
Developer will keep or cause to be kept an accurate record of all actions taken and all funds spent,
with supporting and back-up documentation as well as all Tenant Documentation. Developer will
maintain all records and documentation related to this Contract for 5 years after the end of the
Affordability Period. If any claim, litigation, or audit related to this Contract or the project is
initiated before the expiration of the 5 year period, the relevant records and documentation must
be retained until all such claims, litigation or audits have been resolved.
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9.1.2 Access to Records.
City representatives and HUD and any duly authorized officials of the federal government
will have full access to, and the right to examine, audit, excerpt and/or transcribe any of
Developer's records pertaining to all matters covered by this Contract throughout the Affordability
Period and for 5 years thereafter. Such access shall be during regular business hours upon at least
48 hours prior notice.
9.2 Reports.
Developer will submit to City all reports and documentation described in this Contract in
such form as City may prescribe. Developer may also be required to submit a final performance
and/or final financial report if required by City at the termination of this Contract and/or the
termination of the Loan in such form and within such times as City may prescribe. Failure to
submit any report or documentation to City required by this Contract shall be an event of
default and City may exercise all of it remedies for default under this Contract and Loan
Documents. City shall not exercise its rights hereunder for default until its gives Developer 30
days' notice of such failure and Developer has failed to cure such default.
9.2.1 Additional Information.
Developer shall provide City with additional information as may be required by state or
federal agencies to substantiate HOME Program activities and/or expenditure eligibility.
9.3 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its reasonable
discretion. City will notify Developer in writing at least 30 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contract reflecting such change if
necessary.
9.4 City Reserves the Right to Audit.
City reserves the right to perform an audit of Developer's project operations and finances
at any time during the term of this Contract and during the Affordability Period and for 5 years
thereafter, if City determines that such audit is necessary for City's compliance with the HOME
Regulations or other City policies, and Developer agrees to allow access to all pertinent materials
as described herein. If such audit reveals a questioned practice or expenditure, such questions
must be resolved within 15 business days after notice to Developer of such questioned practice or
expenditure. If questions are not resolved within this period, City reserves the right to withhold
further funding under this and/or other contract(s) with Developer. IF AS A RESULT OF ANY
AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME
FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER
AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE
AMOUNT OF ANY SANCTIONS,PENALTY OR OTHER CHARGE LEVIED AGAINST
CITY BY HUD BECAUSE OF SUCH ACTIONS.
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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 project, if necessary; and
10.2.2 Proof that each expense was paid by Developer, which proof can be satisfied
by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking
documentation.
10.3 Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be submitted by
Developer to City within 60 calendar days from each of the deadlines as shown in Exhibit "C"—
Construction and Reimbursement Schedule.
10.3.12 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF
THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND
REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit
Reimbursement Requests and Complete Documentation along with any required reports
shall be an event of default.
10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
CALENDAR DAYS OF THE COMPLETION DEADLINE.
10.3.3 Final Payment.
Developer shall not be reimbursed for Final Payment until it submits Exhibit "G"—HOME
Project Compliance Report: Rental Housing to City.
10.4 Withholding Payment.
CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST
THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION.
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11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements
11.1.1 If Developer fails to begin construction within 9 months of the Effective Date,
this Contract shall automatically terminate without further warning or opportunity to cure, and
with no penalty or liability to City.
11.1.2 If City determines that the Required Improvements were not completed by the
Completion Deadline(as may be modified in accordance with Section 14.19)or have failed to pass
any of the inspections described in Section 6.1.2 (or to promptly correct any noted deficiency and
subsequently pass such inspection), City shall have the right to terminate this Contract with no
penalty or liability to City, with such termination to be effective immediately upon written notice.
City shall also be entitled to demand repayment of the HOME Funds and enforce any of the
provisions of Loan documents for default.
11.2 Failure to Submit Complete Documentation During Construction.
11.2.1 If Developer fails to submit all applicable Complete Documentation during
construction of the Required Improvements in accordance with Exhibit"C"—Construction and
Reimbursement Schedule, or if any report or documentation submitted as part of Complete
Documentation is not in compliance with this Contract or the HOME Regulations as determined
by City, City will notify Developer in writing and the Developer will have 15 calendar days from
the date of the written notice to submit or resubmit any such report or documentation. If Developer
fails to submit or resubmit any such report or documentation within such time, City shall have the
right to withhold payments. If such failure continues for an additional 15 days(a total of 30 days)
City shall have the right to terminate this Contract effective immediately upon written notice
of such intent with no penalty or liability to City. Notwithstanding anything to the contrary
herein, City will not be required to pay any HOME Funds to Developer during the period that any
such report or documentation is not in compliance with this Contract or the HOME Regulations.
11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not
in compliance with this Contract or the HOME Regulations as determined by City,City will notify
Developer in writing of such default and the Developer will have 15 calendar days from the date
of the written notice to resubmit any such Reimbursement Request to cure the default. If the
Developer fails to cure the default within such time, Developer shall forfeit any payments
otherwise due under such Reimbursement Request. If such failure to resubmit such
Reimbursement Request continues for an additional 15 days (a total of 30 days) the City shall
have the right to terminate this Contract effective immediately upon written notice of such
intent with no penalty or liability to City. Notwithstanding anything to the contrary herein,City
will not be required to pay any HOME Funds to Developer during the period that any such
Reimbursement Request is not in compliance with this Contract or the HOME Regulations.
11.2.3 In the event of more than 3 instances of default, cured or uncured, under
Sections 11.2.1 or 11.2.2 which have a material adverse impact on the project, City reserves
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the right at its sole option to terminate this Contract effective immediately upon written
notice of such intent with no penalty or liability to City.
11.2.4 Notwithstanding anything to the contrary herein, City will not be required to
pay any HOME Funds to Developer during the period that any Reimbursement Requests, reports
or documentation are past due or are not in compliance with this Contract or the HOME
Regulations, or during any period during which Developer is in default of this Contract.
11.2.5 In the event of termination under this Section 11.2, all HOME Funds awarded
but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer
shall have no further right to such funds. Any HOME Funds already paid to Developer must be
repaid to City within 30 days of termination under this Section. Failure to repay such HOME
Funds will result in City exercising all legal remedies available to City under this Contract
and the Loan Documents. For clarification, the defaults and related remedies set out in this
Section 11.2 are not intended to arise from mathematical errors or other minor defects in a
Reimbursement Request.
11.3 Failure to Submit Required Reports and Documentation During
Affordability Period.
If Developer fails to maintain all records and documentation as required in Section 9, or
fails to submit any report or documentation required by this Contract after the Required
Improvements are completed, or if the submitted report or documentation is not in compliance
with this Contract or the HOME Regulations as determined by City, City will notify Developer in
writing and the Developer will have 30 calendar days from the date of the written notice to obtain
or recreate the missing records or documentation, or submit or resubmit any such report or
documentation to City. If Developer fails to maintain the required reports or documentation, or
submit or resubmit any such report or documentation within such time, City shall have the right
to terminate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City. In the event of termination under this Section 11.3, any HOME
Funds paid to Developer must be repaid to City within 30 days of termination. Failure to
repay such HOME Funds will result in City exercising all legal remedies available to City
under this Contract and the Loan Documents.
11.4 In General.
11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided
otherwise in this Contract, Developer shall be in default if Developer breaches any term or
condition of this Contract. 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.
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11.4.2 City's remedies may include:
11.4.2.1 Direct Developer to prepare and follow a schedule of actions for
carrying out the affected activities, consisting of schedules,
timetables and milestones necessary to implement the affected
activities, including extending the Affordability Period.
11.4.2.2 Direct Developer to establish and follow a management plan that
assigns responsibilities for carrying out the remedial activities.
11.4.2.3 Cancel or revise activities likely to be affected by the performance
deficiency, before expending HOME Funds for the activities.
11.4.2.4 Reprogram HOME Funds that have not yet been expended from
affected activities to other eligible activities or withhold HOME
Funds.
11.4.2.5 Direct Developer to reimburse City in any amount of HOME Funds
not used in accordance with the HOME Regulations.
11.4.2.6 Suspend reimbursement of HOME Funds for affected activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions,termination of this Contract or any other contracts with
Developer, and any other available remedies.
11.4.3 In the event of termination under this Section 11.4, all HOME Funds awarded
but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer
shall have no further right to such funds and any HOME Funds already paid to Developer must be
repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in
City exercising all legal remedies available to City under this Contract or the Loan
Documents.
11.5 No Funds Disbursed while in Breach.
Developer understands and agrees that no HOME Funds will be paid to Developer until all
defaults are cured to City's satisfaction.
11.6 No Compensation After Date of Termination.
In the event of termination,Developer shall not receive any HOME Funds in compensation
for work undertaken after the date of termination.
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11.7 Rights of City Not Affected.
Termination shall not affect or terminate any of the existing rights of City against
Developer, or which may thereafter accrue because of such default, and this provision shall be in
addition to any and all other rights and remedies available to City under the law and Loan
Documents including, but not limited to, compelling Developer to complete the Required
Improvements in accordance with the terms of the Contract. Such termination does not terminate
any applicable provisions of this Contract that have been expressly noted as surviving the term or
termination of this Contract. No delay or omission by City in exercising any right or remedy
available to it under this Contract shall impair any such right or remedy or constitute a waiver or
acquiescence in any Developer default.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term,covenant,or condition of this Contract shall not operate
as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof.
11.9 Civil, Criminal and Administrative Penalties.
Failure to perform all the Contract terms may result in civil, criminal or administrative
penalties, including, but not limited to those set out in this Contract.
11.10 Termination for Cause.
11.10.1 City may terminate this Contract in the event of Developer's default, inability,
or failure to perform, subject to notice, grace and cure periods. In the event City terminates this
Contract for cause, all HOME Funds awarded but unpaid to Developer pursuant to this Contract
shall be immediately rescinded and Developer shall have no further right to such funds and any
HOME Funds already paid to Developer must be repaid to City within 30 calendar days of
termination. Failure to repay such HOME Funds will result in City exercising all legal remedies
available to City under this Contract or the Loan Documents. DEVELOPER
ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT
FOR CAUSE, NEITHER DEVELOPER NOR ANY AFFILIATES OF DEVELOPER
SHALL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS
FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. This provision
shall not apply to the Investor.
11.10.2 Developer may terminate this Contract if City does not provide the HOME
Funds substantially in accordance with this Contract. In such event,the termination of the Contract
shall have the effect of returning the Parties to their respective circumstances as existed prior to
the execution of this Contract, and no terms or obligations shall survive the date of termination,
including but not limited to, reporting, inspections or the Affordability Period.
11.10.3 City may terminate this Contract if Developer defaults on the FWHFC Loan.
11.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200,Appendix II,this Contract may be terminated
in whole or in part only as follows:
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11.11.1 By City with the consent of Developer in which case the Parties shall agree
upon the termination conditions, including the effective date and in the case of partial termination,
the portion to be terminated; or
11.11.2 By Developer upon written notification to City setting forth the reasons for such
termination,the effective date, and in the case of partial termination, the portion to be terminated.
In the case of a partial termination, City may terminate the Contract in its entirety if City
determines in its sole discretion that the remaining portion of the Contract to be performed or
HOME Funds to be spent will not accomplish the purposes for which this Contract was made.
11.12 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, this Contract shall terminate. In the
event of termination under this Section, all HOME Funds are subject to repayment and/or City
may exercise all of its remedies under this Contract and the Loan Documents.
11.13 Reversion of Assets.
In the event this Contract is terminated with or without cause,all tangible personal property
owned by Developer that was acquired or improved with the HOME Funds shall belong to City
and shall automatically transfer to City or to such assignees as City may designate.
11.14 Notice of Termination under Subordination Agreement.
City shall not terminate this Contract without first giving notice and opportunity to cure,
which will be incorporated as a requirement in the Subordination Agreement.
11.15 Notice to Investor of Default.
City shall furnish Investor with notice of any default under this Contract at the address
shown below.
12. REPAYMENT OF HOME FUNDS.
All HOME Funds are subject to repayment in the event the project does not meet the
requirements as set out in this Contract or in the HOME Regulations. If Developer takes any
action that results in City being required to repay all or any portion of the HOME Funds to
HUD, Developer agrees it will reimburse City for such repayment. If Developer takes any
action that results in City receiving a finding from HUD about the project, whether or not
repayment to HUD is required of City, Developer agrees it will pay City 10% of the HOME
Funds as liquidated damages. The Parties agree that City's damages in the event of either
repayment to HUD being required or receiving a finding from HUD are uncertain and would
be difficult to ascertain and may include an impact on City's HOME grant or other Federal
grant funds, in addition to a finding by HUD or a repayment of funds to HUD by City.
Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by
Developer to City is liquidated damages and not a penalty.
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13. MATERIAL OWNERSHIP CHANGE.
Except for Permitted Transfers in accordance with the terms of the Deed of Trust,the Deed
Restriction and transfers otherwise consented to by City, if ownership of Developer materially
changes after the date of this Contract, City may, but is not obligated to, terminate this Contract.
City has 30 days to make such determination after receipt of notice from Developer and failure to
make such determination in that time period will constitute a waiver. In the event of termination
under this Section 13, all HOME Funds awarded but not yet paid to Developer pursuant to this
Contract shall be immediately rescinded and Developer shall have no further right to such funds.
Any HOME Funds already paid to Developer must be repaid to City within 30 days of termination
under this Section.
14. GENERAL PROVISIONS
14.1 Developer an Independent Contractor.
Developer shall operate hereunder as an independent contractor and not as an officer,agent,
servant or employee of City. Developer shall have exclusive control of, and the exclusive right to
control, the details of the work and services performed hereunder, and all persons performing
same, and shall be solely responsible for the acts and omissions of its officers, members, agents,
servants, employees, contractors, subcontractors, vendors,tenants, licensees or invitees.
14.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and Developer, its
officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants,
licensees or invitees, and nothing herein shall be construed as creating a partnership or joint
enterprise between City and Developer. City does not have the legal right to control the details of
the tasks performed hereunder by Developer, its officers, members, agents, employees,
contractors, subcontractors, vendors, licensees or invitees.
14.3 Developer Property.
City shall under no circumstances be responsible for any property belonging to Developer,
its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees
or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER
HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS,
AGENTS,AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING
TO OR CONNECTED WITH SUCH PROPERTY.
14.4 Religious Organization.
No portion of the HOME Funds shall be used in support of any sectarian or religious activity. In
addition,there must be no religious or membership criteria for tenants of a HOME-funded
property.
14.5 Venue.
Venue for any action, whether real or asserted, at law or in equity, arising out of the
execution, performance, attempted performance or non-performance of this Contract, shall lie in
Tarrant County, Texas.
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14.6 Governing Law.
This Contract shall be governed by and construed in accordance with the laws of the State
of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution,
performance or non-performance of this Contract or on the basis of any provision herein, for any
issue not governed by federal law, the choice of law shall be the laws of the State of Texas.
14.7 Severability.
The provisions of this Contract are severable, and if for any reason a clause, sentence,
paragraph or other part of this Contract shall be determined to be invalid by a court or federal or
state agency, board or commission having jurisdiction over the subject matter thereof, such
invalidity shall not affect other provisions which can be given effect without the invalid provision.
14.8 Written Agreement Entire Agreement.
This written instrument and the Exhibits, Addendums and Attachments attached hereto,
which are incorporated by reference and made a part of this Contract for all purposes, constitute
the entire agreement by the Parties concerning the work and services to be performed under this
Contract. Any prior or contemporaneous oral or written agreement which purports to vary the
terms of this Contract shall be void. Any amendments to the terms of this Contract must be in
writing and be executed by the Parties.
14.9 Paragraph Headings for Reference Only,No Legal Significance; Number.
The paragraph headings contained herein are for convenience in reference to this Contract
and are not intended to define or to limit the scope of any provision of this Contract. When context
requires,singular nouns and pronouns include the plural and the masculine gender shall be deemed
to include the feminine or neuter and the neuter gender to include the masculine and feminine.
The words"include"and"including"whenever used herein shall be deemed to be followed by the
words"without limitation".
14.10 Compliance With All Applicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are currently
in effect or that are hereafter amended during the performance of this Contract. These laws
include, but are not limited to:
➢ HOME Investment Partnerships Act, defined above as "Act"
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including
provisions requiring recipients of federal assistance to ensure meaningful access by
person of limited English proficiency
➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections
3601 et seq.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented
by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment 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")
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➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24
CFR Part 8 where applicable
➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et
seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act,as amended,(42 U.S.C. Sections 1251 et seq.)and the Clean Water
Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order
11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no
event shall any amount of the assistance provided under this Contract be utilized with
respect to a facility that has given rise to a conviction under the Clean Air Act or the
Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal status of
its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the
Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and
the Uniform Federal Accessibility Standards,24 CFR Part 40,Appendix A
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that
certifications and disclosures be obtained from all covered persons
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part
23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards
for new construction projects
➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland"Anti-Kickback"Act
(18 U.S.C. 874) as supplemented in 29 CFR Part 5
➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other
contracts which involve the employment of mechanics or laborers, Sections 103 and
107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as
supplemented by 29 CFR Part 5
➢ Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by
the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et
seq.) and implementing regulations at 24 CFR Part 35, subparts A,B, M, and R
➢ Regulations at 24 CFR Part 92,Home Investment Partnerships Program Final Rule
➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards, 2 CFR Part 200 et seq.
➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as
amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101)
➢ Federal Whistleblower Regulations, 10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C. 2324,
41 U.S.C. 4304 and 41 U.S.C. 4310.
➢ Broadband Infrastructure Requirements, 24 CFR Part 5.100 and Section 706 of the
Telecommunications Act of 1996, 47 U.S.C. 1302
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➢ Violence Against Woment Act of 1994, 42 U.S.C. 13 98 1.
14.11 HUD-Assisted Proiects and Employment and other Economic
Opportunities; Section 3 Requirements.
14.11.1 Requirement that Law Be Quoted in Covered Contracts. — Certain
Requirements Pertaining to Section 3 of the Housing and Urban
Development Act of 1968 as Amended (12 U.S.C. Sections 1701 et seq.)and
its Related Regulations at 24 CFR Part 135
If the construction of the Required Improvements will cause the creation of new
employment,training, or contracting opportunities on a contractor or subcontractor level resulting
from the expenditure of the HOME Funds, Developer shall comply with the following and will
ensure that its contractors also comply. If the work performed under this Contract is on a project
assisted under a program providing direct Federal financial assistance from HUD, Section 3 of 24
CFR 135.38 ("Section 3") requires that the following clause, shown in italics, be inserted in all
covered contracts ("Section 3 Clause"):
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
U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that employment
and other economic opportunities generated by HUD assistance or HUD-assisted
projects covered by Section 3, shall, to the greatest extent feasible, be directed to
low-and very-low income persons,particularly persons who are recipients of HUD
assistance for housing.
B. The parties to this contract agree to comply with HUD's regulations in 24
CFR Part 135, which implement Section 3. As evidenced by their execution of this
contract, the parties to this contract certify that they are under no contractual or
other impediment that would prevent them from complying with the Part 135
regulations.
C. The contractor agrees to send to each labor organization or representative
of workers with which 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 applicantsfor training and employmentpositions can see the notice.
The notice shall describe the Section 3 preference, shall setforth 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 person(s) taking
applications for each of the positions;and the anticipated date the work shall begin.
D. The contractor agrees 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
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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
trainingpositions, 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 regulations 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 Cooperating with and supporting City Section 3 promotional
efforts, including Job Fairs, neighborhood outreach
communications activities, referral of contractor and
subcontractor employees to job training opportunities as advised
by City,provision of the attached Section 3 Business certification
to all subcontractors that may be eligible for Section 3 Business
designation,referral of applicable subcontractors to HUD Section
3 registration, and related City promotional efforts to enhance
Section 3 employment.
14.11.2.2 Implementing procedures,and cooperating with City in its efforts,
to notify Section 3 residents and business concerns about training,
employment, and contracting opportunities generated by Section
3 covered assistance;
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14.11.2.3 Notifying potential contractors working on Section 3 covered
projects of their responsibilities;
14.11.2.4 Facilitating the training and employment of Section 3 residents
and the award of contracts to Section 3 business concerns, and
cooperating with City in activates to promote such training and
award of contracts;
14.11.2.5 Assisting and actively cooperating with the Neighborhood
Services Department in ensuring compliance by contractors and
subcontractors;
14.11.2.6 Refraining from entering into contracts with contractors that are
in violation of Section 3 regulations;
14.11.2.7 Documenting actions taken to comply with Section 3; and
14.11.2.8 Submitting Section 3 Annual Summary Reports (Form HUD-
60002) in accordance with 24 CFR Part 135.90.
14.11.3 Section 3 Reporting Requirements.
In order to comply with the Section 3 requirements, Developer must submit the forms
attached hereto as Exhibit"I" - Section 3 Reporting Forms and take the following actions:
14.11.3.1 Report to the City on a quarterly basis, all employment
opportunities created by the project, and all applicants for
employment by contractor and each 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.
14.11.3.4 Cooperating with City in all Section 3 reporting activities,
including use of designated software, communication to the City
of identity and contact information for all Project subcontractors,
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communication with subcontractors to ensure reporting
compliance,and related activities to ensure compliance with HUD
Section 3 reporting requirements.
14.11.3.5 Report to the City on a quarterly basis all subcontractors for the
project that have identified as Section 3 businesses by using the
attached Section 3 Business Certification form.
14.12 Prohibition Against Discrimination.
14.12.1 General Statement.
Developer, in the execution,performance or attempted performance of this Contract, shall
comply with all non-discrimination requirements of 24 CFR 92.350 and the ordinances codified at
Chapter 17, Article III, Division 4 — Fair Housing of the City Code. Developer may not
discriminate against any person because of race, color, sex, gender, religion, national origin,
familial status, disability or perceived disability, sexual orientation, gender identity, gender
expression, or transgender, nor will Developer permit its officers, members, agents, employees,
contractors, vendors or project participants to engage in such discrimination.
This Contract is made and entered into with reference specifically to the ordinances
codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code, and
Developer hereby covenants and agrees that Developer, its officers, members, agents, employees
and contractors,have fully complied with all provisions of same and that no employee,or applicant
for employment has been discriminated against under the terms of such ordinances by either or its
officers, members, agents, employees, contractors or vendors.
14.12.2 No Discrimination in Employment during the Performance of this
Contract.
During the performance of this Contract Developer agrees to the following provision, and
will require that its contractors, subcontractors and vendors also comply with such provision by
including it in all contracts with its contractors and vendors:
[Contractor's, Subcontractor's or Vendor's Name] will not unlawfully discriminate
against any employee or applicants for employment because of race, color, sex, gender,
religion, national origin, familial status, disability or perceived disability, sexual
orientation, gender identity, gender expression or transgender. Contractor's,
Subcontractor's or Vendor's Name] will take affirmative action to ensure that applicants
are hired without regard to race,color,sex,gender,religion,national origin,familial status,
disability or perceived disability, sexual orientation, gender identity, gender expression or
transgender and that employees are treated fairly during employment without regard to
their race, color, sex, gender, religion, national origin, familial status, disability or
perceived disability, sexual orientation, gender identity, gender expression or transgender.
Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination,rates of
pay or other forms of compensation, and selection for training, including apprenticeship.
[Contractor's. Subcontractor's or Vendor's Name] agrees to post in conspicuous places,
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available to employees and applicants for employment,notices setting forth the provisions
of this nondiscrimination clause.
[Contractor's. Subcontractor's or Vendor's Name] will, in all solicitations or
advertisements for employees placed by or on behalf of Wontractor's. Subcontractor's or
Vendor's Name] , state that all qualified applicants will receive consideration for
employment without regard to race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender.
[Contractor's, Subcontractor's or Vendor's Name] covenants that neither it nor any of its
officers, members, agents, employees, or contractors, while engaged in performing this
Contract, shall, in connection with the employment, advancement or discharge of
employees or in connection with the terms, conditions or privileges of their employment,
discriminate against persons because of their age or because of any disability or perceived
disability, except on the basis of a bona fide occupational qualification, retirement plan or
statutory requirement.
(Contractor's. Subcontractor's or Vendor's Name] further covenants that neither it nor its
officers, members, agents, employees,contractors, or persons acting on their behalf, shall
specify, in solicitations or advertisements for employees to work on this Contract, a
maximum age limit for such employment unless the specified maximum age limit is based
upon a bona fide occupational qualification, retirement plan or statutory requirement.
14.12.3 Developer's Contractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it will not unlawfully discriminate on the basis of disability in
the provision of services to the general public, nor in the availability, terms and/or conditions of
employment for applicants for employment with, or employees of Developer. DEVELOPER
WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY
OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS
AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES,
CONTRACTORS,SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT
OF DEVELOPER'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS',
VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH
THE ABOVE-REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION
IN THE PERFORMANCE OF THIS CONTRACT.
14.13 Conflict of Interest and Violations of Criminal Law.
14.13.1 Developer Safeguards.
Developer shall establish safeguards to prohibit its employees, board members, advisors
and agents from using positions for a purpose that is or gives the appearance of being motivated
by a desire for private gain for themselves or others, particularly those with whom they have
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 37
family, business or other ties. Developer shall disclose to City any conflict of interest or potential
conflict of interest described above, immediately upon discovery of such.
14.13.2 General Prohibition Against Conflicts of Interest.
No persons who are employees, agents, consultants, officers or elected officials or
appointed officials of City or of Developer who exercise or have exercised any functions or
responsibilities with respect to activities assisted with HOME funds or who are in a position to
participate in a decision-making process or gain inside information with regard to these activities
may occupy a HOME Unit, may obtain a financial interest or benefit from a HOME-assisted
activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the
proceeds thereunder, either for themselves or those with whom they have family or business ties,
during their tenure or for 1 year thereafter, unless they are accepted in accordance with the
procedures set forth at 24 C.F.R. Part 92.356.
14.13.2.1 Developer shall establish conflict of interest policies for Federal
Awards and shall provide such policies in writing to City in
accordance with the requirements of 2 CFR Part 200.112.
14.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Developer is required to timely disclose to City
in writing any potential conflict of interest, as described in this Section.
14.13.4 Disclosure of Texas Penal Code Violations.
Developer affirms that it will adhere to the provisions of the Texas Penal Code which
prohibits bribery and gifts to public servants.
14.13.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City
all violations of federal criminal law involving fraud, bribery or gratuity violations potentially
affecting this Contract.
14.14 Labor Standards.
14.14.1 As applicable, Developer agrees to comply with the requirements of the
Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as amended, the
provisions of Contract Work Hours and Safety Standards Act(40 U.S.C. 327 et seq.)and all other
applicable Federal, state and local laws and regulations pertaining to labor standards insofar as
those acts apply to the performance of this Contract. Developer agrees to comply with the
Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the
United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation
that demonstrates compliance with hour and wage requirements of this Contract and 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
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 38
engaged under contract for construction, renovation or repair work financed in whole or in part
with assistance provided under this Contract, shall comply with Federal requirements adopted by
City pertaining to such contracts and with the applicable requirements of the regulations of the
Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio
of apprentices and trainees to journey workers; provided that, if wage rates higher than those
required under these regulations are imposed by state or local law, nothing hereunder is intended
to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer
shall cause or require to be inserted in full, in all such contracts subject to such regulations,
provisions meeting the requirements of this paragraph.
14.14.3 If Davis-Bacon is applicable, Developer shall provide City access to employee
payrolls,contractor and subcontractor payrolls and other wage information for persons performing
construction of the Required Improvements. Payrolls must be submitted to the Neighborhood
Services Department with each Reimbursement Request, and must be available to Neighborhood
Services Department staff upon request. In addition, Developer shall ensure that City will have
access to employees, contractors and subcontractors and their respective employees in order to
conduct onsite interviews with laborers and mechanics.Developer shall inform its contractors and
subcontractors that City staff or federal agencies may conduct periodic employee wage interview
visits during construction of the project to ensure compliance.
14.15 Subcontracting with Small and Minority Firms, Women's Business
Enterprises and Labor Surplus Areas.
14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to abide by
City's policy to involve Minority Business Enterprises and Small Business Enterprises and to
provide them equal opportunity to compete for contracts for construction,provision of professional
services, purchase of equipment and supplies and provision of other services required by City.
Developer agrees to incorporate the City's BDE Ordinance, if applicable, and all amendments or
successor policies or ordinances thereto, into all contracts and subcontracts for procurement
$50,000.00 or larger, and will further require all persons or entities with which it so contracts to
comply with said ordinance.
14.15.2 It is national policy to award a fair share of contracts to disadvantaged business
enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises
("MBEs"),and women's business enterprises("WBEs"). Accordingly,affirmative steps must be
taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of
supplies, equipment, construction and services.
14.15.3 In order to comply with the reporting requirements of 24 CFR Part 92.508
(a)(7)(ii), Developer must submit the form attached hereto as Exhibit"K"—
Contract and Subcontract Activity Reporting Form for each contract or
subcontract with a value of$10,000 or more paid, or to be paid, with HOME
funds. This form shall be submitted with the final Reimbursement Request.
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14.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is applicable
to Developer does not excuse or relieve Developer from the requirements or responsibilities in
regard to following the law, nor from the consequences or penalties for Developer's failure to
follow the law, if applicable.
14.17 Assignment.
Developer shall not assign all or any part of its rights,privileges,or duties under
this Contract without the prior written approval of City. Any attempted assignment of same
without approval shall be void, and shall constitute a breach of this Contract.
14.18. Right to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing any proposed contracts
between Developer and (i) its general contractor and subcontractors, including any lower tier
subcontractors engaged in any activity that is funded as part of the construction of the Required
Improvements, (ii) any vendor contracts arising out of the operation of the project, and (iii) any
third party contracts to be paid with HOME Funds,prior to any charges being incurred.
14.19 Force Majeure
If Developer becomes unable, either in whole or part, to fulfill its obligations under this
Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public
enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or
prohibitions by any court,board,department,commission or agency of the United States or of any
States, civil disturbances, or explosions, or some other reason beyond Developer's control
(collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event
will be suspended only during the continuance of such event and the Completion Date for such
obligations shall be extended for a like period. Developer will give City written notice of the
existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the
occurrence of the event. Failure to give notice will result in the continuance of the Developer's
obligation regardless of the extent of any existing Force Majeure Event. Developer will use
commercially reasonable efforts to remedy its inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to Affordability Requirements, auditing,
monitoring, tenant income eligibility, record keeping and reports, City ordinances, the provisions
of Section 6.6 pertaining to SAM, or any HOME requirements, and any default and enforcement
provisions necessary to enforce such provisions, shall survive the termination of this Contract for
the longer of (i) 5 years after the termination date of this Contract, or (ii) 5 years after the
termination of the Affordability Period unless a different survival period is specifically set forth
herein,and shall be enforceable by City against Developer.
15. INDEMNIFICATION AND RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL
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Columbia Renaissance Square II,L.P. Page 40
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 OF THE PROJECT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS,AGENTS, SERVANTS,EMPLOYEES,CONTRACTORS
OR SUBCONTRACTORS OF CITY, AND DEVELOPER HEREBY ASSUMES ALL
LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS,
SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF WHATSOEVER 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 OF THE PROJECT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED
NEGLIGENCE OF OFFICERS,AGENTS, SERVANTS,EMPLOYEES,CONTRACTORS
OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND
AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM
AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF
PROPERTY OF CITY,ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR
OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT
PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS,AGENTS, SERVANTS,EMPLOYEES,CONTRACTORS
OR SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES,BOTH DEVELOPER AND
CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES
INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM THE
CONSEQUENCES OF CITY'S OWN NEGLIGENCE,WHETHER THAT NEGLIGENCE
IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY,
DAMAGE OR DEATH.
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY
FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY
SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER
THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED
BY CITY'S SOLE OR CONCURRENT NEGLIGENCE.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS
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Columbia Renaissance Square II,L.P. Page 41
A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME
FORM AS ABOVE.
16. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer is a charitable or nonprofit organization and has or claims an immunity or
exemption (statutory or otherwise) from and against liability for damages or injury, including
death, to persons or property, Developer hereby expressly waives its rights to plead defensively
such immunity or exemption as against City. This section shall not be construed to affect a
governmental entity's immunities under constitutional, statutory or common law.
17. INSURANCE AND BONDING.
To the extent Developer has employees, Developer will maintain coverage in the form of
insurance or bond in the amount of$2,500,000.00, which is the total amount of the Loan and the
FWHFC Loan, to insure against loss from the fraud, theft or dishonesty of any of Developer's
officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be
used to reimburse City for any and all loss of HOME Funds occasioned by such misconduct. To
effectuate such reimbursement, such fidelity coverage shall include a rider stating that
reimbursement for any loss or losses shall name the City as a Loss Payee.
Developer shall furnish to City, in a timely manner, but not later than 60 days after the
Effective Date, certificates of insurance as proof that it has secured and paid for policies of
commercial insurance as specified herein. If City has not received such certificates as set forth
herein, Developer shall be in default of the Contract and City may at its option, terminate the
Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract. Developer
shall maintain, or require its general contractor to maintain, the following coverages and limits
thereof:
Commercial General Liability(CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Business Automobile Liability Insurance
$1,000,000 each accident on a combined single-limit basis, or
$ 250,000 Property Damage
$ 500,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance policy shall be endorsed to cover"Any Auto"defined as autos owned,hired and
non-owned. Pending availability of the above coverage and at the discretion of City,the policy
shall be the primary responding insurance policy versus a personal auto insurance policy if or
when in the course of Developer's business as contracted herein.
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 42
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
Note: Such insurance shall cover employees performing work on any and all projects
including but not limited to construction, demolition, and rehabilitation. Developer or its
contractors shall maintain coverages, if applicable. In the event the respective contractors
do not maintain coverage, Developer shall maintain the coverage on such contractor, if
applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30 days
following notice to Developer of such requirements.
Developer will submit to City documentation that it, and its general contractor and/or prime
subcontractor, as applicable, have obtained insurance coverage and have executed bonds as
required in this Contract prior to payment of any monies provided hereunder, it being understood
and agreed that a payment and performance bond naming the prime subcontractor as principal and
the Developer and Cty as additional obliges shall satisfy the obligation hereof regarding bonding
of the Project.
Where applicable and appropriate, insurance policies required herein shall be endorsed to include
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 the foregoing insurance policies shall be at commercially reasonable levels,
and in no event exceed $100,000 per occurrence.
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 43
In the event there are any local, federal or other regulatory insurance or bonding requirements for
the project, and such requirements exceed those specified herein,the former shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages, limits, and
other requirements as those specified herein;and,Developer shall require its contractors to provide
Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall
require its contractors to have City and Developer endorsed as additional insureds(as their interest
may appear) on their respective insurance policies where applicable and appropriate.
Professional Liability coverage shall be in force and may be provided on a claim's made basis.
This coverage may also be referred to as Management Liability, and shall protect the insured
against claims arising out of alleged errors in judgment, breaches of duty and wrongful acts arising
out of their management duties.
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
18. CERTIFICATION REGARDING LOBBYING.
The undersigned Developer hereby certifies,to the best of its knowledge and belief,that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of
Developer, to any person for influencing or attempting to influence an officer or
employee of any agency, a member of Congress, an officer or employee of Congress
in connection with the awarding of any Federal contract, the making of any federal
grant, the making of any Federal loan, the entering into of any cooperative
agreement and the extension, continuation, renewal, amendment, or modification
of any Federal contract, grant, loan or cooperative agreement.
If any funds other than federally appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any agency, member of Congress in connection with this Federal contract, grant,
loan or cooperative agreement, Developer shall complete and submit Standard
Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its
instructions.
This certification is a material representation of fact upon which reliance was
placed when this Contract was made or entered into. Submission of this certificate
is a prerequisite for making or entering into this Contract imposed by 31 U.S.C.
Section 1352. Any person who fails to file ile 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.
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 44
19. RELIGIOUS ORGANIZATION.
Developer shall comply with all applicable requirements as more particularly described in
24 CFR Part 5.109. No portion of the HOME Funds shall be used in support of any sectarian or
religious activity. In addition, there must be no religious or membership criteria for tenants of a
HOME-fundd unit.
19.1 Separation of Explicitly Religious Activities.
Developer retains its independence and may continue to carry out its mission, including the
definition, development practice, and expression of its religious beliefs, provided that it does not
use HOME Funds to support or engage in any explicitly religious activities (including activities
that involve overt religious content such as worship, religious instruction, or proselytization), or
in any other manner prohibited by law.
19.2 Explicitly Religious Activities.
If Developer enganges in explicitly religious activities(including activities that involve overt
religious content such as worship, religious instruction, or proselytization),the explicitly religious
activities must be offered separately, in time or location, from the programs or activities supported
by HOME Funds and participation must be voluntary for tenants of HOME-funded units.
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 (iii) 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: Jessica Sangsvang
Telephone: 817-392-6285
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 45
Copies to:
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention:Assistant Director
Telephone: 817-3 92-7 540
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Neighborhood Development Coordinator
Telephone: 817-392-7540-7369
Developer:
Columbia Renaissance Square II,L.P.
1718 Peachtree Street NW Suite 684
Atlanta, GA 30309
Telephone: (404) 874-5000
Copies to:
Columbia Residential
1718 Peachtree Street NW Suite 684
Atlanta, GA 30309
Attention: Jim Grauley
President, Chief Operating Officer
Telephone: (404) 874-5000
Coats Rose, P.C.
14755 Preston Road, Suite 600
Dallas, Texas 75254
Attention: Mattye Gouldsby Jones
Telephone: (972) 982-8453
Investor•
RBC Tax Credit Equity, LLC
600 Superior Avenue, Suite 2300
Cleveland, OH 44114
Attention: President and General Counsel
With copy to:
Nixon Peabody LLP
Exchange Place
53 State Street
Boston,MA 02109-2835
Attention: Roger W. Holmes
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square I1,L.P. Page 46
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. INVESTOR'S RIGHT TO CURE.
The Parties agree that the Investor shall have the right, but not the obligation, to cure any
default by or complete any obligation of the Developer under the Loan Documents during the cure
period or completion period provided therein, and the Parties hereto agree to accept any such cure
or completion tendered by the Investor.
24. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act ("INA") which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination.
Developer shall verify the identity and employment eligibility of all employees who perform work
under this Contract. Developer shall complete the Employment Eligibility Verification Form (I-
9), maintain photocopies of all supporting employment eligibility and identity documentation for
all employees,and upon request,provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Contract. Developer shall
establish appropriate procedures and controls so that no services will be performed by any
employee who is not legally eligible to perform such services. Developer shall provide City with
a certification letter that it has complied with the verification requirements required by this
Contract. Developer shall indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate this Contract for violations of this
provision by Developer.
25. BOYCOTTING ISRAEL PROHIBITED.
If Developer is a company with ten(10) or more full-time employees and if this Contract
is for$100,000.00 or more, 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 good
or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The Terms
"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. If applicable under this Contract and Developer is
considered a "company," by signing this Contract, Developer certifies that Developer's
signature provides written verification to City that Developer: (1) does not boycott Israel, and
(2) will not boycott Israel during the term of this Contract.
26. COUNTERPARTS.
This Contract may be executed in multiple counterparts,each of which shall be considered
an original, but all of which shall constitute one instrument which may be sufficiently evidenced
by one counterpart.
[SIGNATURES APPEAR ON NEXT PAGE]
HOME DEVELOPER RENTAL CONTRACT Rev.09/25/2019
Columbia Renaissance Square II,L.P. Page 47
IN WITNESS WHEREOF, the Parties have executed 4 duplicate originals of this
Contract to be effective as of the Effective Date.
CITY OF FORT WORTH
By: ��C:..�e/
Fernan o sta,Assistant City Manager
M&C G-19056 Dated August 1,2017 Date:. (9t9
M&C G-19229 Dated February 13, 2018
M&C C-29103 Dated May 7,2019
Form 1295: 2019-478155
APPROVE S TO RM AND LEGAL
Jessica Sangsv , Seni r Assistant City Attorney
COLUMBIA RENAISSANCE SQUARE II, L.P., a Texas
limited partnership
By: Columbia R4Pres-ide4
e Partners II, LL
Georgia limitey, its General P ner
By: _
Na
Tit
Date:
City of Fort Worth Contract Compliance Manager: �.::� ',0
By signing I acknowledge that I am the person responsible
For the monitoring and administration of this contract, including U Z
Ensurin all performance and reporting requirements.
A e
Name: Chad LaRoque
Title:Housing Development and Grants Manager 11 if
M&Y.�. Wsj,(G6 S'@m81tn
F
AL RECORD
ECSOR
HOME DEVELOPER RENTAL CONTRACT
Columbia Renaissance Square II,L.P. Signature Page
EXHIBIT "A-2"
ENVIRONMENTAL MITIGATION ACTION
COLUMBIA RENAISSANCE SQUARE II,L.P.
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:
1. During project activities, if buried cultural materials are encountered during construction or disturbance
activities, work should cease in the immediate area; work can continue where no cultural materials are
present. Please contact the Texas Historical Commission's (THC) Archology Division at 512-463-6096 to
consult on further actions that may be necessary to protect the cultural remains.
2. Contracts with solid waste and recycling providers must be in place prior to construction.
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.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 3
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
EXHIBIT "B"
BUDGET
COLUMBIA RENAISSANCE SQUARE II,L.P.
SOURCES AND USES
Development Name: Columbia Renaissance Square Senior Apartments
Priority Construction Loan Stage Permanent Loan
Source# Funding Description of Lien Amt. Stage Amount Financing Participants
1 Conventional Loan 1st $15,155,086 $4,180,000 BBVA Compass
2 Conventional Loan/FHA
Housing Tax Credit
3 Syndication Proceeds $14,098,590 TDHCA
4 HOME
5 Housing Trust Fund
6 CDBG
7 Mortgage Revenue Bonds
Historic Tax Credit
8 Syndication Proceeds
9 USDA/TXRD Loan(s)
Other Federal Loan or
10 Grant
11 Other State Loan or Grant
Local Government Loan
12 (HOME) 3rd $1,800,000 $1,800,000 City of Fort Worth
2"d Local Government
Loan(2020 HOME) 4th $500,000 City of Fort Worth
13 Private Loan 2nd $700,000 $700,000 FWHFC
14 Cash Equity
In-Kind Equity/Deferred
15 Developer Fee $588,285
16 Operating Reserves
TOTAL
SOURCES
OF
FUNDS $21,866,875
TOTAL
USES OF
FUNDS $21,866,875
HOME Funds Budget
Land Acquisition and/or Pre-Development Soft Costs $1,200,000*
Construction Hard Costs $550,000*
Holdback** $50,000*
TOTAL $1,800,000
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change.
** City will hold back$50,000.00 of the HOME Funds until City verifies that the first HOME Unit is leased to
a HOME Eligible Household as well as the other requirements in Exhibit "C"- Construction and
Reimbursement Schedule.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 4
Columbia Renaissance Square 11,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
COLUMBIA RENAISSANCE SQUARE II, L.P.
Activity HOME Funds
PHASE I
ACTIVITIES: Land Acquisition $1,200,000.00*
Predevelopment Soft Costs
PHASE I
COMPLETE
by: September 16, First Payment** $1,200,000.00*
2019
PHASE II Construction Hard Costs $300,000.00*
ACTIVIITES:
Prior to Reimbursement in Phase II, Developer must
PHASE II submit the contractor/subcontractor/vendor searches
COMPLETE by: under the Federal System for Award Management
January 31,2020 (www.sam.gov).
Second Payment" (approx. 33% complete)*** $300,000.00*
PHASE III Construction Hard Costs $250,000.00*
ACTIVIITES:
Prior to Reimbursement in Phase III, Developer must
PHASE III submit the contractor/subcontractor/vendor searches
COMPLETED by: under the Federal System for Award Management
June 30, 2020 (www.sam.gov).
Third Payment" (approx. 66% complete)*** $250,000.00*
PHASE IV Initial Lease-up of HOME Units
ACTIVITIES:
PHASE IV Prior to Reimbursement in Phase IV, the following
COMPLETED items must be submitted:
by: November 30, 1. Rent Schedule for HOME Units. See Section
2021 7.5
2. Tenant Selection Policy. See Section 7.6
3. Affirmative Marketing Plan. See Section 7.7
Prior to Reimbursement for Final Payment, Exhibit
"G" - Project Compliance Report: Rental Housing
must be submitted to City.
Final Payment" (Lease-Up of HOME Unit)*** $50,000.00*
TOTAL
$1,800,000.00
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to
change.
**Developer must submit Complete Documentation with Reimbursement Request to City within 60 days
from each of the abovementioned deadlines in order to be reimbursed. Failure to timely submit
Reimbursement Requests and Complete Documentation along with any required reports shall be an
event of default.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 5
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
***If milestone is reached before the Phase completion date, reimbursement will be made when the
milestone percentage is reached and the City is provided all required documentation.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 6
Columbia Renaissance Square H,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
EXHIBIT "D"
AUDIT REQUIREMENTS
COLUMBIA RENAISSANCE SQUARE II,L.P.
NOT APPLICABLE
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 7
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
EXHIBIT "E"
LOAN DOCUMENTS
COLUMBIA RENAISSANCE SQUARE II,L.P.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 8
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
Promissory Note
HOME Funds
Date: September_, 2019
Borrower: Columbia Renaissance Square II, L.P., a Texas limited partnership
Borrower's Mailing Address:
Columbia Renaissance Square II, L.P.
1718 Peachtree Street, Suite 684
Atlanta, GA 30309
With a copy to:
Coats Rose, P.C.
14755 Preston Road, Suite 600
Dallas, Texas 75254
Attention: Mattye Gouldsby Jones
Lender: City of Fort Worth, a Texas municipal corporation
Place for Payment:
City of Fort Worth
Neighborhood Services Department
Attn: Assistant Director
200 Texas Street
Fort Worth, Tarrant County, Texas 76102, or any other place that Lender may
designate in writing.
Principal Amount: $1,800,000.00
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to the
HOME Investment Partnerships Program authorized under Title H of the
Cranston-Gonzalez National Affordable Housing Act of 1990, as amended, 42
US 12701 et seq. ("HOME Program")and the HOME Investment Partnerships
Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME
Regulations") with HOME funds for the development of the Columbia
Renaissance Square Senior Apartments, a mixed income senior multifamily
complex located in Fort Worth, Texas (the "project").
Annual Interest Rate: During construction shall be 1% and, beginning at
Stabilization,the lesser of the Long Term Applicable Federal
Rate("AFR")in effect on the date of the Promissory Note,or
1% per annum.
PROMISSORY NOTE—HOME FUNDS Page 1
Columbia Renaissance Square II,L.P. rev.09-25-19
Final Payment Date:
15 years after the date of project stabilization as described in the HOME
Contract, City Secretary Contract No. 52738,between Borrower and Lender for
the Loan ("HOME Contract").
Maturity Date: The termination of the Affordability Period defined in the HOME
Contract.
Annual Interest Rate on Matured,Unpaid Amounts: 12%
Terms of Payment:
Payments of the Principal Amount and interest will be based on a 30 year amortization
schedule. The Principal Amount and interest are due and payable in equal annual installments
from net cash flow beginning 12 months after the date of project stabilization as described in
the HOME Contract and continuing annually until the Final Payment Due Date. At that time,
the unpaid Principal Amount and accrued, unpaid interest will be payable in full. Payments
will be applied first to accrued interest and the remainder to reduction of the Principal
Amount. Provided however, Principal Amount and interest are only payable from 5% of
available Net Cash Flow as more particularly described in the Borrower's Amended and
Restated Agreement of Limited Partnership, dated September 1, 2019, as may be amended
from time to time(the"Partnership Agreement"). Interest will be calculated based on a 360
day per year factor applied to the actual days on which there exists an unpaid principal
balance. Principal and interest to the extent not paid from Net Cash Flow shall be paid out of
Borrower's Net Cash Flow in subsequent years. Notwithstanding anything provided herein,all
unpaid Principal Amount and accrued and unpaid interest remaining outstanding shall be paid
on or before the Final Payment Date.
This Note is the Note required in the HOME Contract and has been executed and
delivered in accordance with that contract.The funds advanced by Lender are HOME funds
and the HOME Contract requires that the 12 residential rental units described below and
located on the Property must qualify and remain affordable rental housing in accordance with
the HOME Program and the HOME Regulations for the 20 year Affordability Period more
particularly defined in the HOME Contract. The obligations described in the HOME
Contract pertaining to the HOME Program and the HOME Regulations including the
Affordability Period as well as the Loan evidenced by this Note will be in default if the 12
HOME-assisted rental units located on the Property more particularly described in the
HOME Contract do not remain affordable rental housing for the duration ofthe Affordability
Period,subject to the"next available unit rule"under the Internal Revenue Code Section 42
(g) (2) (D). In the event of such default, Lender may invoke any remedies provided in the
Contract or the Deed of Trust(hereinafter defined)for default.
Security for Payment:
This Note is secured by a Deed of Trust Security Agreement-Financing Statement
dated September_, 2019 from Borrower to Jessica Sangsvang, Trustee or Leann
PROMISSORY NOTE—HOME FUNDS Page 2
Columbia Renaissance Square II,L.P. rev.09-25-19
Guzman, Trustee (the "Deed of Trust") which covers the personal property
described therein and the following real property:
Being a tract of land situated in the J.Justice Survey, Abstract No. 859,City of Fort
Worth,Tarrant County,Texas and being a portion of Lot 1 R2,Block 1 of the Mason
Heights Addition,an addition to the City of Fort Worth as recorded in Document No.
D215133856 of the Plat Records,Tarrant County,Texas(P.R.T.C.T.)and a portion
of Lot 2R1,Block 1 of the Mason Heights Addition, an addition to the City of Fort
Worth as recorded in Document No. D216184248 (P.R.T.C.T.), and being more
particularly described in the attached Exhibit"A",incorporated herein by reference
for all purposes.
Other Security for Payment: As set forth in the HOME Contract.
Borrower promises to pay to the order of Lender the Principal Amount plus interest.
This Note is payable at the Place for Payment and according to the Terms of Payment. All
unpaid amounts are due by the Final Payment Date.After the Final Payment Date,Borrower
promises to pay any unpaid principal balance plus interest at the Annual Interest Rate on
Matured, Unpaid Amounts.
If Borrower defaults in the payment of this Note or in the performance of its
obligations under the HOME Contract or that Loan Agreement between Borrower and the
Fort Worth Housing Finance Corporation of even date (the "Loan Agreement"), or in the
performance of any obligation in any instrument securing or collateral to this Note or in any
instrument securing Borrower's performance of the terms and conditions of the Loan
Agreement, Lender may invoke any remedies provided herein or in the Deed of Trust for
default. If a monetary event of default occurs under the terms of any of the Loan documents,
prior to exercising any remedies Lender shall give Borrower and each ofthe general and limited
partners of the Borrower, as identified in the Partnership Agreement, simultaneous written
notice of such default. Borrower shall have a period of 10 days after such notice is given within
which to cure the default prior to exercise of remedies by Lender under the Loan documents.
Notwithstanding anything to the contrary,if a non-monetary event of default occurs under the
terms of any of the Loan documents, prior to exercising any remedies, Lender shall give
Borrower and each of the general and limited partners of the Borrower as identified in the
Partnership Agreement,simultaneous written notice of such default. Ifthe default is reasonably
capable of being cured within 30 days,Borrower shall have such period to effect a cure prior to
exercise of remedies by Lender under the Loan documents. If the default is such that it is not
reasonably capable of being cured within 30 days,and if Borrower(a)initiates corrective action
within said period, and(b)diligently, continually, and in good faith works to effect a cure as
soon as possible,then Borrower shall have such additional time as is reasonably necessary to
cure the default prior to exercise of any remedies by Lender. In no event shall Lender be
precluded from exercising remedies if its security becomes or is about to become materially
jeopardized by any failure to cure a default or the default is not cured within 180 days after the
first notice of default is given. If the default is not cured after notice within the time periods
PROMISSORY NOTE—HOME FUNDS Page 3
Columbia Renaissance Square II,L.P. rev.09-25-19
stated above, Borrower and each surety, endorser, and guarantor waive all demand for
payment, presentation for payment, notice of intention to accelerate maturity, notice of
acceleration of maturity,protest, and notice of protest,to the extent permitted by law.
Borrower's Limited Partner, as identified in the Partnership Agreement, shall have
the right to cure any default existing under the Loan documents, which right must be
exercised by the later of(a)the cure period provided in the Loan documents,or(b) 15 days
after receipt of written notice of default by the Limited Partner. For the Limited Partner to
exercise effectively its cure rights,the Limited Partner must fully pay the amount past due or
perform the defaulted obligations,including the payment of any amounts due for reasonable
legal expenses incurred in connection with the default. Notwithstanding anything to the
contrary in the Loan documents, upon the occurrence of any default arising out of (i) the
bankruptcy, insolvency or assignment of assets for the benefit of creditors by the General
Partner of Borrower or by any Guarantor of the Loan,or(ii)the withdrawal from Borrower
of the Borrower's General Partner,or the death or incapacity of a Guarantor,or(iii)a breach
of the representations concerning such General Partner or any Guarantor,the Limited Partner
shall have the option, but not the obligation, within 45 days of receipt of written notice of
such default from Lender, to cure any such default by appointing a substitute or additional
General Partner or Guarantor that is an affiliate of the Limited Partner to act as such General
Partner or Guarantor. Any pledge to the Limited Partner by Borrower's General Partner of
the General Partner's interest in the Partnership Agreement as security for the performance of
all of the General Partner's obligations under the Partnership Agreement shall not be an
event of default under the Loan documents.
Borrower also promises to pay reasonable attorney's fees and court and other costs if
this Note is placed in the hands of an attorney to collect or enforce the Note. These expenses
will bear interest from the date of default at the Annual Interest Rate on Matured, Unpaid
Amounts.Borrower will pay Lender these expenses and interest on demand at the Place for
Payment. These expenses and interest will become part of the debt evidenced by the Note
and will be secured by any security for payment.
Interest on the debt evidenced by this Note will not exceed the maximum rate or
amount of non-usurious interest that may be contracted 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, as applicable, is responsible for all obligations represented by this
Note.
PROMISSORY NOTE—HOME FUNDS Page 4
Columbia Renaissance Square II,L.P. rev.09-25-19
Borrower may prepay this Note in any amount at any time before the Maturity Date
without penalty or premium.
When the context requires, singular nouns and pronouns include the plural.
The indebtedness evidenced by this Note is and shall be subordinate in right of payment
to the prior payment in full of the indebtedness to be hereafter evidenced by(i)a Promissory
Note made by Borrower payable to BBVA Compass ("Senior Lender") (the "Senior
Indebtedness") to the extent and in the manner provided in that Subordination Agreement
among Senior Lender, Borrower and Lender ( the "Subordination Agreement"), and (ii) a
Promissory Note made by Borrower and payable to the Fort Worth Housing Finance
Corporation in the original principal amount of$700,000.00(the"FWHFC Loan"). The Deed
of Trust securing this Note is and shall be subject and subordinate in all respects to the liens,
terms,covenants and conditions of the documents evidencing the Senior Indebtedness("Senior
Loan Documents")as more fully set forth in the Subordination Agreement,and the liens,terms,
covenant and conditions of the documents evidencing the FWHFC Loan ("FWHFC Loan
Documents"). The rights and remedies of the payee and each subsequent holder of this Note
under the Deed of Trust securing this Note are subject to the restrictions and limitations set forth
in the Subordination Agreement and/or the FWHFC Loan Documents. Each subsequent holder
of this Note shall be deemed,by virtue of such holder's acquisition of the Note,to have agreed
to perform and observe all of the terms,covenants and conditions to be performed or observed
by the Subordinate Lender under the Subordination Agreement.
Subject to the terms of the Subordination Agreement and any cure periods provided
in the Senior Loan Documents, if there is a default in payment of any part of principal or
interest of the Senior Indebtedness and/or the FWHFC Loan, or a breach of any covenants
contained in the Senior Loan Documents and/or the FWHFC Loan Documents, the debt
evidenced by this Note will immediately become payable at the option of Lender. If
Borrower fails to perform any of Borrower's obligations in the Senior Loan Documents
and/or the FWHFC Loan Documents, and to the extent allowed by the Subordination
Agreement, Lender may perform those obligations and be reimbursed by Borrower, on
demand,at the Place for Payment for any amounts advanced,including attorney's fees,plus
interest on those amounts from the date of payment at the Annual Interest Rate on Matured,
Unpaid Amounts. The amount to be reimbursed will be secured by all instruments securing
this Note.
If any installment becomes overdue for more than 15 days, at Lender's option a late
payment charge of 5%of the amount then due may be charged in order to defray the expense
of handling the delinquent payment.
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
PROMISSORY NOTE—HOME FUNDS Page 5
Columbia Renaissance Square II,L.P. rev.09-25-19
written agreement between Lender and Borrower or any Other Obligated Party is materially
false when made;(3)a receiver is appointed for Borrower,any Other Obligated Party,or any
property on which a lien or security interest is created as security(the"Collateral Security")
for any part of this Note; (4)any Collateral Security is assigned for the benefit of creditors
other than the holder(s) of the Senior Indebtedness; (5) a bankruptcy or insolvency
proceeding is commenced by Borrower or an Other Obligated Party; (6)(a)a bankruptcy or
insolvency proceeding is commenced against Borrower or an Other Obligated Party and(b)
the proceeding continues without dismissal for 90 days, the party against whom the
proceeding is commenced admits the material allegations of the petition against it, or an
order for relief is entered;(7)any of the following parties is dissolved,begins to wind up its
affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or
any event occurs or condition exists that permits the dissolution or winding up of the affairs
of any of the following parties: (i)Borrower, or(ii) an Other Obligated Party; and (8) any
Collateral Security is materially impaired by loss,theft,damage,levy and execution,issuance
of an official writ or order of seizure, or destruction, unless it is promptly replaced with
insurance proceeds, collateral security of like kind and quality or restored to its former
condition.
The execution and delivery of this Note are required under the Contract.
If any provision of this Note conflicts with any provision of the Contract,the Deed of
Trust,the Leasehold Deed of Trust or any other document evidencing the same transaction
between Lender and Borrower,the provisions of the Contract will govern to the extent of the
conflict.
This Note will be construed under the laws of the state of Texas without regard to
choice-of-law rules of any jurisdiction.
This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any of its
general and limited partners nor any other party shall have any personal liability for
repayment of the Loan described in the Contract. The sole recourse of Lender under the
Loan documents for repayment of the Loan shall be the exercise of its rights against the
Security for Payment.
[SIGNATURE FOLLOWS]
PROMISSORY NOTE—HOME FUNDS Page 6
Columbia Renaissance Square II,L.P. rev.09-25-19
THE CONTRACT,NOTE AND THE DEED OF TRUST CONSTITUTE THE
FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
COLUMBIA RENAISSANCE SQUARE II, L.P.,
a Texas limited partnership
By: COLUMBIA RENAISSANCE SQUARE
PARTNERS II, LLC, a Georgia limited
liability company, its General Partner
By:
James Grauley, President
PROMISSORY NOTE—HOME FUNDS Page 7
Columbia Renaissance Square II,L.P. rev.09-25-19
EXHIBIT `A'
LEGAL DESCRIPTION
PROMISSORY NOTE—HOME FUNDS Page 8
Columbia Renaissance Square II,L.P. rev.09-25-19
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
Deed of Trust Security Agreement - Financing Statement
HOME Funds
Terms
Date: September_, 2019
Grantor: Columbia Renaissance Square II, L.P., a Texas limited partnership
Grantor's Mailing Address:
Columbia Renaissance Square II, L.P.
1718 Peachtree Street, Suite 684
Atlanta, GA 30309
With a copy to:
Coats Rose, P.C.
14755 Preston Road, Suite 600
Dallas, Texas 75254
Attention: Mattye Gouldsby Jones
Trustee: Jessica Sangsvang or Leann D. Guzman
Trustee's Mailing Address:
The City Attorney's Office
The City of Fort Worth
200 Texas St.
Fort Worth, TX 76102
Tarrant County
Lender: City of Fort Worth, a Texas municipal corporation
Lender's Mailing Address:
City of Fort Worth
Neighborhood Services Department
Attn: Assistant Director
200 Texas Street
Fort Worth, Texas 76102
Tarrant County
DEED OF TRUST—$1.8M HOME FUNDS Page 1
Columbia Renaissance Square II,L.P. Rev.9-25-19
Loan Authority:
The loan evidenced by the Note(the"Loan")and secured by this Deed of Trust Security
Agreement — Financing Statement ("Deed of Trust") is being made pursuant to the
HOME Investment Partnerships Program authorized under Title II of the Cranston-
Gonzales National Affordable Housing Act of 1990,as amended,42 USC 12701 et seq.
(the"HOME Program")and the HOME Investment Partnership Program Final Rule,as
amended,24 CFR Part 92 et seq. (the"HOME Regulations")with HOME funds for the
development of the Columbia Renaissance Square Senior Apartments,a mixed income
senior multifamily complex located in Fort Worth, Texas (the "project"), all as more
particularly described in a HOME Contract,City Secretary Contract No.52738 between
Grantor and Lender for the Loan(the"HOME Contract").
Obligations
Note
Date: September_, 2019
Original Principal Amount: $1,800,000.00
Borrower: Columbia Renaissance Square II, L.P.
Lender: City of Fort Worth
Maturity Date: Expiration of the 20 year Affordability Period described
in the HOME Contract and in Section F below
Terms of Payment: As provided in the Note
In addition,Obligations shall include compliance by Grantor with the requirements of the
HOME Program for the 20 year Affordability Period more particularly described in
Section F. below.
Property (including any improvements):
Being a tract of land situated in the J. Justice Survey, Abstract No. 859, City of Fort
Worth, Tarrant County, Texas and being a portion of Lot 1R2, Block 1 of the Mason
Heights Addition, an addition to the City of Fort Worth as recorded in Document No.
D215133856 of the Plat Records, Tarrant County, Texas (P.R.T.C.T.) and a portion of
Lot 2R1,Block 1 of the Mason Heights Addition,an addition to the City of Fort Worth
as recorded in Document No. D216184248 (P.R.T.C.T.), and being more particularly
described in the attached Exhibit"A",incorporated herein by reference for all purposes.
Together with the following personal property to the extent owned by Grantor:
All fixtures,supplies,building materials,and other goods of every nature
now or hereafter located,used,or intended to be located or used on the Property;
All plans and specifications for development of or construction of
improvements on the Property;
All contracts and subcontracts relating to the construction of
improvements on the Property;
DEED OF TRUST—$1.8M HOME FUNDS Page 2
Columbia Renaissance Square II,L.P. Rev.9-25-19
All accounts,contract rights,instruments,documents,general intangibles,
and chattel paper arising from or by virtue of any transactions relating to the
Property;
All permits, licenses, franchises, certificates, and other rights and
privileges obtained in connection with the Property;
All proceeds payable or to be payable under each policy of insurance
relating to the Property; and
All products and proceeds of the foregoing.
Notwithstanding any other provision in this Deed of Trust,the term"Property"does not
include personal effects used primarily for personal, family, or household purposes.
In addition to creating a deed-of-trust lien on Property described above, Grantor also
grants to Lender a security interest in all of the above-described personal property
pursuant to and to the extent permitted by the Texas Uniform Commercial Code.
Prior Liens:
The lien created by this Deed of Trust is and shall be subject and subordinate in all respects
to the liens, terms, covenants and conditions of (i) the Multifamily Construction and
Permanent Deed of Trust,Assignment of Rents and Security Agreement and Fixture Filing
securing that certain Note made by Grantor and payable to BBVA Compass, ("Senior
Lender")evidencing the indebtedness arising from the loan by Senior Lender to Grantor(
the "Senior Indebtedness"), to the extent and in the manner provided in that certain
Subordination Agreement among Senior Lender,Lender,and Grantor(the"Subordination
Agreement"), and (ii) a Promissory Note dated September _, 2019, in the original
principal amount of$700,000.00 made by Grantor and payable to the Fort Worth Housing
Finance Corporation(the"FWHFC Load'). This Deed of Trust is and shall be subject and
subordinate in all respects to the liens, terms, covenants and conditions of the loan
documents evidencing the Senior Indebtedness("Senior Loan Documents")as more fully
set forth in the Subordination Agreement,and the liens,terms,covenants and conditions of
the loan documents evidencing the FWHFC Loan ("FWHFC Loan Documents"). The
rights and remedies of Lender and each subsequent assignee of the lien under this Deed of
Trust are subject to the restrictions and limitations set forth in the Subordination Agreement
and to waiver, notice, grace and cure period, if any, provided in the Senior Loan
Documents and/or the FWHFC Loan Documents. If default occurs in payment of any part
of principal or interest of the Senior Indebtedness or in observance of any covenants
contained in the Senior Loan Documents and/or the FWHFC Loan Documents,the entire
debt secured by this Deed of Trust will immediately become payable at the option of
Lender to the extent permitted by the Subordination Agreement.
Other Exceptions to Conveyance and Warranty:
The Permitted Exceptions set forth on Exhibit "B" attached hereto and incorporated
herein for all purposes.
DEED OF TRUST—$1.8M HOME FUNDS Page 3
Columbia Renaissance Square II,L.P. Rev.9-25-19
For value received and to secure performance of the Obligations, Grantor conveys the
Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property,
subject to the Other Exceptions to Conveyance and Warranty. On performance of the
Obligations,including payment of the Loan and all other amounts secured by this Deed of Trust
and performance of the requirements of the HOME Program, this Deed of Trust will have no
further effect, and Lender will release it at Grantor's expense.
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
t. defend title to the Property subject to the Other Exceptions to Conveyance and
Warranty and preserve the lien's priority as it is established in this Deed of Trust;
2. obey all laws, ordinances, and restrictive covenants applicable to the Property;
3. if the lien of this Deed of Trust is not a first lien,pay or cause to be paid all prior
lien notes pursuant to their respective terms and abide by or cause to be abided by all prior lien
instruments; and
4. notify Lender of any change of address.
Grantor agrees not to-
t. do or intentionally or knowingly permit anything to be done that will impair the
security of this Deed of Trust.
B. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee,
succeeding to all rights and responsibilities of Trustee.
2. If the proceeds of the Loan are used to pay any debt secured by prior liens,Lender
is subrogated to all the rights and liens of the holders of any debt so paid, subject to the
Subordination Agreement.
3. Notwithstanding the terms of the Note to the contrary,and unless applicable law
prohibits,all payments received by Lender from Grantor with respect to the Obligations or this
Deed of Trust may,at Lender's reasonable discretion,be applied first to amounts payable under
this Deed of Trust and then to amounts due and payable to Lender with respect to the
Obligations, to be applied to late charges, principal, or interest in the order Lender in its
discretion determines.
DEED OF TRUST—$1.8M HOME FUNDS Page 4
Columbia Renaissance Square II,L.P. Rev.9-25-19
4. If Grantor fails to perform any of Grantor's obligations under this Deed of Trust,
subject to prior written notice and cure period, Lender may perform those obligations and be
reimbursed by Grantor on demand for any amounts so paid, including reasonable and actually
incurred attorney's fees, plus interest on those amounts from the dates of payment at the rate
stated in the Note for matured,unpaid amounts.The amount to be reimbursed will be secured by
this Deed of Trust.
5. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's obligations under this Deed of Trust and the default continues after any required notice
of the default and the time allowed to cure, Lender may-
a. declare any unpaid principal balance and earned interest on the
Obligations immediately due;
b. direct Trustee to foreclose this lien, in which case Lender or Lender's
agent will cause notice of the foreclosure sale to be given as provided by
the Texas Property Code as then in effect; and
C. purchase the Property at any foreclosure sale by offering the highest bid
and then have the bid credited on the Obligations.
Notwithstanding anything to the contrary,if a monetary event of default occurs under the
terms of any of the Loan documents,prior to exercising any remedies Lender shall give Grantor and
Grantor's general partner and each of Grantor's limited partners,as identified in the Amended and
Restated Agreement of Limited Partnership dated September 1, 2019 (the "Partnership
Agreement"), simultaneous written notice of such default. Grantor, and its general partner or
limited partners on behalf of Grantor, shall have a period of 15 days after such notice is given
within which to cure the default prior to exercise of remedies by Lender under the Loan documents.
Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the
terms of any of the Loan documents,prior to exercising any remedies,Lender shall give Grantor
and Grantor's general partner and each of Grantor's limited partners,as identified in the Partnership
Agreement, simultaneous written notice of such default. If the default is reasonably capable of
being cured within 30 days,Grantor and each of its general partner or limited partners on behalf of
Grantor shall have such period to effect a cure prior to exercise of remedies by Lender under the
Loan documents. If the default is such that it is not reasonably capable of being cured within 30
days,and if Grantor or Grantor's general partner or any of its limited partners(a)initiates corrective
action within said period,and(b)diligently,continually,and in good faith works to effect a cure as
soon as possible,then Grantor or Grantor's general partner or any of its limited partners on behalf
of Grantor shall have such additional time as is reasonably necessary to cure the default prior to
exercise of any remedies by Lender. In no event shall Lender be precluded from exercising
remedies if its security becomes or is about to become materially jeopardized by any failure to cure
a default or the default is not cured within 180 days after the first notice of default is given. If the
default is not cured after notice within the time periods stated above,Borrower and each surety,
endorser, and guarantor waive all demand for payment, presentation for payment, notice of
DEED OF TRUST—$1.8M HOME FUNDS Page 5
Columbia Renaissance Square II,L.P. Rev.9-25-19
intention to accelerate maturity,notice of acceleration of maturity,protest,and notice of protest,
to the extent permitted by law.
6. Lender may remedy any default without waiving it and may waive any default
without waiving any prior or subsequent default.
7. If Grantor fails to perform any of its obligations,covenants,or agreements under
the HOME Contract,this Deed of Trust or the FWHFC Loan Documents,Lender may do any act
it deems reasonably necessary to cure such failure.During an event of default,Lender may enter
the Premises with or without notice and do anything that Lender reasonably deems necessary or
prudent to do.
8. If Lender elects to make any payments or do any act or thing required to be paid
or done by Grantor under the Loan documents or the FWHFC Loan Documents, any sums
advanced by Lender are a part of the Obligations.
C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will-
1. either personally or by agent give notice of the foreclosure sale as required by the
Texas Property Code as then in effect;
2. sell and convey all or part of the Property"AS IS"to the highest bidder for cash
with a general warranty binding Grantor,subject to the Prior Lien and to the Other 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;
b. to Lender, the full amount of principal, interest, reasonable attorney's
fees, and other charges due and unpaid;
C. any amounts required by law to be paid before payment to Grantor; and
d. to Grantor, any balance; and
4. be indemnified, held harmless, and defended by Lender against all costs,
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the
trust created by this Deed of Trust,which includes all court and other costs,including reasonable
attorney's fees, incurred by Trustee in defense of any action or proceeding taken against Trustee
in that capacity.
D. General Provisions
DEED OF TRUST—$1.8M HOME FUNDS Page 6
Columbia Renaissance Square II,L.P. Rev.9-25-19
1. If any of the Property is sold under this Deed of Trust,Grantor must immediately
surrender possession to the purchaser. If Grantor fails to do so,Grantor will become a tenant at
sufferance of the purchaser, subject to an action for forcible detainer.
2. Recitals in any trustee's deed conveying the Property will be presumed to be true,
absent evidence to the contrary.
3. Proceeding under this Deed of Trust, filing suit for foreclosure,or pursuing any
other remedy will not constitute an election of remedies.
4. This lien will remain superior to liens later created even if the time of payment of
all or part of the Obligations is extended or part of the Property is released.
5. If any portion of the Obligations cannot be lawfully secured by this Deed of Trust,
payments will be applied first to discharge that portion.
6. Subject to the rights of senior lien holders,Grantor assigns to Lender all amounts
payable to or received by Grantor from condemnation of all or part of the Property,from private
sale in lieu of condemnation, and from damages caused by public works or construction on or
near the Property. After deducting any expenses incurred, including reasonable attorney's fees
and court and other costs,Lender will either release any remaining amounts to Grantor or apply
such amounts to reduce the Obligations and any excess proceeds shall be paid to Grantor.Lender
will not be liable for failure to collect or to exercise diligence in collecting any such amounts.
Grantor will immediately give Lender notice of any actual or known threatened proceedings for
condemnation of all or part of the Property.
Notwithstanding the above, in the event of any fire or other casualty to the Property or
eminent domain proceedings resulting in condemnation of the Property or any part thereof,Grantor
shall have the right to rebuild the Property, and to use all available insurance or condemnation
proceeds therefor,provided that(a)such proceeds are sufficient to keep the Obligations in balance
and rebuild the Property in a manner that provides adequate security to Lender for repayment or
performance of the Obligations or if such proceeds are insufficient then Grantor shall have funded
any deficiency, (b)Lender shall have the right to approve plans and specifications for any major
rebuilding and the right to approve disbursements of insurance or condemnation proceeds for
rebuilding under a construction escrow or similar arrangement, and (c) no material default then
exists under the Loan documents other than attributable to the casualty or condemnation. If the
casualty or condemnation affects only part of the Property and total rebuilding is infeasible,then
proceeds may be used for partial rebuilding and partial repayment of the Obligations in a manner
that provides adequate security to Lender for repayment of the remaining balance of the
Obligations, and any excess proceeds shall be paid to Grantor.
7. Subject to the rights of senior lien holders,Grantor assigns to Lender absolutely,
not only as collateral,all present and future rent and other income and receipts from the Property.
Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is
DEED OF TRUST—$1.8M HOME FUNDS Page 7
Columbia Renaissance Square II,L.P. Rev.9-25-19
not in default with respect to the Obligation or this Deed of Trust. Subject to the terms of the
Loan documents, Grantor will apply all rent and other income and receipts to payment of the
Obligations and performance of this Deed of Trust,but if the rent and other income and receipts
exceed the amount due with respect to the Obligations and the Deed of Trust,Grantor may retain
the excess.If Grantor defaults in payment or performance of the Obligations or performance of
this Deed of Trust,Lender may terminate Grantor's license to collect rent and other income and
then as Grantor's agent may rent the Property and collect all rent and other income and receipts.
Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant
of the Property. Lender may exercise Lender's rights and remedies under this paragraph without
taking possession of the Property. Lender will apply all rent and other income and receipts
collected under this paragraph first to expenses incurred in exercising Lender's rights and
remedies and then to Grantor's obligations with respect to the Obligations and this Deed of Trust
in the order determined by Lender. Lender is not required to act under this paragraph,and acting
under this paragraph does not waive any of Lender's other rights or remedies.
8. Interest on the debt secured by this Deed of Trust will not exceed the maximum
amount of non-usurious interest that may be contracted for,taken,reserved,charged,or received
under law. Any interest in excess of that maximum amount will be credited on the principal of
the debt or, if that has been paid, refunded. On any acceleration or required or permitted
prepayment, any excess interest will be canceled automatically as of the acceleration or
prepayment or,if already paid,credited on the principal of the debt or,if the principal of the debt
has been paid,refunded. This provision overrides any conflicting provisions in this and all other
instruments concerning the debt.
9. In no event may this Deed of Trust secure payment of any debt that may not
lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law.
10. When the context requires, singular nouns and pronouns include the plural.
11. The term Note includes all extensions,modifications, and renewals of the Note
and all amounts secured by this Deed of Trust.
12. Grantor agrees to(a)keep at Grantor's address,or such other place as Lender may
approve, accounts and records reflecting the operation of the Property and copies of all written
contracts,leases,and other instruments that affect the Property;(b)prepare financial accounting
records in compliance with generally accepted accounting principles consistently applied; and
(c), at Lender's request on reasonable notice from time to time,permit Lender to examine and
make copies of such books,records, contracts, leases, and other instruments at any reasonable
time.
13. Grantor agrees to deliver to Lender, at Lender's request from time to time,
internally prepared financial statements of Grantor and any guarantor of the Note prepared in
accordance with generally accepted accounting principles consistently applied, in detail
DEED OF TRUST—$1.8M HOME FUNDS Page 8
Columbia Renaissance Square II,L.P. Rev.9-25-19
reasonably satisfactory to Lender and certified to be materially true and correct by the chief
financial officer of Grantor or its certified public accountant, as applicable.
14. If Lender orders an appraisal of the Property while a default exists or to comply
with legal requirements affecting Lender, Grantor, at Lender's request, agrees to reimburse
Lender for the reasonable cost of any such appraisal. If Grantor fails to reimburse Lender for any
such appraisal within 20 days of Lender's written request,that failure is a default under this Deed
of Trust.
15. Grantor agrees to allow Lender or Lender's agents to enter the Property at
reasonable times and inspect it and any personal property in which Lender is granted a security
interest by this Deed of Trust.
16. Grantor may not sell, transfer, or otherwise dispose of any Property, whether
voluntarily or by operation of law,except for transfer to the landlord,condemnation,or to obtain
utility easements, without the prior written consent of Lender. If granted, consent may be
conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and
management ability being satisfactory to Lender; and (b)the grantee's executing, before such
sale,transfer,or other disposition,a written assumption agreement containing any terms Lender
may reasonably require,such as a principal pay down on the Obligations,an increase in the rate
of interest payable with respect to the Obligations,a transfer fee,or any other modification of the
Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations.
Grantor may not cause or knowingly permit any Property to be encumbered by any liens,
security interests, or encumbrances other than the liens securing the Obligation; the liens
securing ad valorem taxes not yet due and payable;an additional HOME loan to be provided at a
future date; the Sponsor Loan, as defined in the Partnership Agreement, if necessary; and the
Permitted Exceptions without the prior written consent of Lender. If granted, consent may be
conditioned upon Grantor's executing, before granting such lien, a written modification
agreement containing any terms Lender may require, such as a principal pay down on the
Obligations, an increase in the rate of interest payable with respect to the Obligations, an
approval fee,or any other modification of the Note,this Deed of Trust,or any other instruments
evidencing or securing the Obligations. Lender hereby specifically approves the execution ofthe
proposed Declaration of Land Use Restrictive Covenants("LURA")which will be executed by
Grantor on the form required by the Texas Department of Housing and Community Affairs
("TDHCA). Approval of the LURA shall be reflected by Lender's execution of the form of
Consent and Subordination of Lienholder which is required by the TDHCA.
Except for an additional HOME loan to be provided at a future date or the Sponsor Loan,
if applicable, Grantor may not grant any lien, security interest, or other encumbrance (a
"Subordinate Instrument")covering the Property that is subordinate to the liens created by this
Deed of Trust without the prior written consent of Lender. If granted,consent for a Subordinate
Instrument may be conditioned upon the Subordinate Instrument's containing express covenants
to the effect that-
DEED OF TRUST—$1.8M HOME FUNDS Page 9
Columbia Renaissance Square II,L.P. Rev.9-25-19
a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate
Instrument, no action may be taken that would terminate any occupancy or
tenancy without the prior written consent of Lender,and that consent,if granted,
may be conditioned in any manner Lender determines;
C. rents, if collected by or for the holder of the Subordinate Instrument, will be
applied first to the payment of the Obligations then due and to expenses incurred
in the ownership,operation,and maintenance of the Property in any order Lender
may determine, before being applied to any indebtedness secured by the
Subordinate Instrument;
d. written notice of default under the Subordinate Instrument and written notice of
the commencement of any action to foreclose or otherwise enforce the
Subordinate Instrument must be given to Lender concurrently with or
immediately after the occurrence of any such default or commencement; and
e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to
the Obligations and this Deed of Trust will be payable in full before any
payments on the indebtedness secured by the Subordinate Instrument.
Lender acknowledges and agrees that, in the event of a foreclosure of its interest
under this Deed of Trust, the following rule contained in Section 42(h)(6)(E)(ii) of the
Internal Revenue Code (the "Code") shall apply:
For a period of 3 years from the date of foreclosure,with respect to any unit that
had been regulated by the LURA, (i) none of the eligible tenants occupying those
units at the time of foreclosure may be evicted or their tenancy terminated (other
than for good cause), and (ii) no rent for said units may be increased except as
otherwise permitted under Section 42 of the Code.
Grantor may not cause or permit any of the following events to occur without the prior
written consent of Lender: if Grantor is(a)a corporation,the dissolution of the corporation or the
sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability
company,the dissolution of the company or the sale,pledge,encumbrance,or assignment of any
of its membership interests; (c) a general partnership or joint venture, the dissolution of the
partnership or venture or the sale,pledge,encumbrance,or assignment of any of its partnership
or joint venture interests, or the withdrawal from or admission into it of any general partner or
joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2) the sale,
pledge,encumbrance,or assignment of any of its general partnership interests,or the withdrawal
from or admission into it of any general partner,or(3)except for a limited partnership interest in
a low income housing project,the withdrawal from or admission into it of any controlling limited
partner or partners. If granted, consent may be conditioned upon (a) the integrity, reputation,
character,creditworthiness,and management ability of the person succeeding to the ownership
interest in Grantor (or security interest in such ownership) being reasonably satisfactory to
Lender; and (b) the execution, before such event, by the person succeeding to the interest of
DEED OF TRUST—$1.8M HOME FUNDS Page 10
Columbia Renaissance Square II,L.P. Rev.9-25-19
Grantor in the Property or ownership interest in Grantor(or security interest in such ownership)
of a written modification or assumption agreement containing such terms as Lender may
reasonably require, such as a principal pay down on the Obligations, an increase in the rate of
interest payable with respect to the Obligations, a transfer fee, or any other modification of the
Note,this Deed of Trust, or any other instruments evidencing or securing the Obligations.
Permitted Transfers. Notwithstanding anything to the contrary herein or in any other Loan
document,the following shall not constitute a default under any of the Loan documents-
a. the withdrawal,removal,replacement,and/or addition of a General Partner of the
Grantor in accordance with the Partnership Agreement, or the withdrawal,
replacement,and/or addition of Grantor's Limited Partner provided that prior notice
of any additional or substitute Grantor's General Partner is delivered to Lender and
any additional or substitute General Partner is reasonably acceptable to Lender and
is selected with reasonable promptness. Any additional or substitute General
Partner that is an affiliate of Grantor's Limited Partner is hereby deemed acceptable
to Lender;
b. the sale,transfer,conveyance or pledge of partnership interests in the Grantor;
C. the sale,transfer,conveyance or pledge of any membership or ownership interest in
Grantor's Limited Partner;
d. the dilution of General Partner's interest in cash flow and/or capital transaction
proceeds in Grantor in accordance with the terms of the Partnership Agreement;
and
e. any amendment to the Partnership Agreement which does not affect the financial
terms of the Partnership Agreement, and does not otherwise adversely affect
Lender's security interest in the Property.
Further, none of the actions described in this paragraph will constitute a material change in
ownership which would trigger termination of the Home Contract.
17. Except as otherwise related to the project as defined in the HOME Contract,
Grantor agrees not to grant any lien or security interest in the Property or to permit any junior
encumbrance to be recorded or any claim to otherwise become an encumbrance against the
Property other than the proposed LURA and an additional HOME loan to be provided at a future
date or the Sponsor Loan, if applicable, and any other lien or security interest approved in
advance by Lender. If an involuntary encumbrance is filed against the Property,Grantor agrees,
within 30 days of actual notice,to either remove the involuntary encumbrance or insure against it
or provide a bond acceptable to Lender against the involuntary encumbrance.
18. This Deed of Trust binds, benefits, and may be enforced by the successors in
interest of all parties.
19. If Grantor and Borrower are not the same person, the term Grantor includes
Borrower.
DEED OF TRUST—$1.8M HOME FUNDS Page 11
Columbia Renaissance Square II,L.P. Rev.9-25-19
20. Grantor and each surety, endorser, and guarantor of the Obligations waive all
demand for payment,presentation for payment,notice of intention to accelerate maturity,notice
of acceleration of maturity,protest, and notice of protest, to the extent permitted by law.
21. Grantor agrees to pay reasonable attorney's fees,trustee's fees,and court and other
actually incurred costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust
is placed in the hands of an attorney for enforcement.
22. If any provision of this Deed of Trust is determined to be invalid or
unenforceable,the validity or enforceability of any other provision will not be affected.
23. RESERVED.
24. RESERVED.
25. The term Lender includes any mortgage servicer for Lender.
26. The debt and the performance secured by this Deed of Trust is a nonrecourse
obligation of Borrower. Neither Borrower nor any of its partners nor any other party shall have
any personal liability for repayment of the Loan described in the HOME Contract. The sole
recourse of Lender under the Loan documents for repayment of the Loan or performance of any
of the Obligations shall be the exercise of its right against the security for payment as defined in
the Note.
E. Construction Loan Mortgage
1. This Deed of Trust is a"construction mortgage"within the meaning of section
9.334 of the Texas Business and Commerce Code. The liens and security interests created and
granted by this Deed of Trust secure an obligation incurred for the construction of improvements
on land, including the acquisition costs of the Property.
2. Grantor agrees to comply with the terms,covenants and conditions of the HOME
Contract which requires the Note and this Deed of Trust. All advances made by Lender under
the HOME Contract will be indebtedness of Grantor secured by the liens created by this Deed of
Trust, and such advances are conditioned as provided in the Contract.
3. All amounts disbursed by Lender before completion of the improvements to
protect the security of this Deed of Trust up to the principal amount of the Note will be treated as
disbursements under the Contract. All such amounts will bear interest from the date of
disbursement at the rate stated in the Note,unless collections from Grantor of interest at that rate
would be contrary to applicable law, in which event such amounts will bear interest at the rate
stated in the Note for matured, unpaid amounts and will be payable on notice from Lender to
Grantor requesting payment.
DEED OF TRUST—$1.8M HOME FUNDS Page 12
Columbia Renaissance Square II,L.P. Rev.9-25-19
4. From time to time as Lender deems reasonably necessary to protect Lender's
interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form as
Lender directs but subject to the rights of any senior lien holders, assignments of any and all
rights or claims that relate to the construction of improvements on the Property.
5. In case of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or
without entry on the Property, may (a) invoke any of the rights or remedies provided in the
HOME Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the
remedies provided in this Deed of Trust, or(c) do both.
F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RESTRICTIONS:
The Note secured by this Deed of Trust is the Note required in the HOME Contract,
and has been executed and delivered in accordance with the Contract. The funds advanced
by Lender are HOME funds and the HOME Contract requires that the 12 residential
rental units described below and located on the Property must qualify and remain
affordable rental housing in accordance with the HOME Program and the HOME
Regulations for the 20 year Affordability Period more particularly defined in the HOME
Contract. The Obligations described in the HOME Contract evidenced by the Note and
secured by this Deed of Trust will be in default if the 12 HOME-assisted residential rental
units located on the Property more particularly described in the HOME Contract do not
remain affordable rental housing for the duration of the Affordability Period,subject to
the next available unit rule.
This Deed of Trust has also been executed and delivered pursuant to the terms of
the HOME Contract. Grantor agrees to perform each and every obligation set forth
therein and will not permit a default to occur thereunder. Any default in the performance
of Grantor's obligations under the terms of the HOME Contract or the HOME Program or
HOME Regulations shall be deemed a default in the terms of the Note and Lender may
invoke any remedies provided herein for default.
THE HOME CONTRACT, THE NOTE AND THIS DEED OF TRUST
CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[SIGNATURES AND NOTARIZATION FOLLOW]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
DEED OF TRUST—$1.8M HOME FUNDS Page 13
Columbia Renaissance Square II,L.P. Rev.9-25-19
COLUMBIA RENAISSANCE SQUARE II,L.P.,a
Texas limited partnership
By: COLUMBIA RENAISSANCE SQUARE
PARTNERS II, LLC, a Georgia limited
liability company, its General Partner
By:
James Grauley, President
STATE OF §
COUNTY OF §
This instrument was acknowledged before me on ,2019, by James
Grauley,President of Columbia Renaissance Square Partners H,LLC,a Georgia limited liability
company, General Partner of Columbia Renaissance Square II, L.P., a Texas limited liability
partnership, on behalf of said partnership.
Notary Public, State of
AFTER RECORDING RETURN TO:
City of Fort Worth
City Attorney's Office
Attention: Jessica Sangsvang
200 Texas Street
Fort Worth,Texas 76102
DEED OF TRUST—$1.8M HOME FUNDS Page 14
Columbia Renaissance Square II,L.P. Rev.9-25-19
EXHIBIT "A"
Legal Description
DEED OF TRUST—$1.8M HOME FUNDS Page 15
Columbia Renaissance Square II,L.P. Rev. 9-25-19
EXHIBIT "B"
PERMITTED ENCUMBRANCES
(to be inserted)
DEED OF TRUST—$1.8M HOME FUNDS Page 16
Columbia Renaissance Square II,L.P. Rev.9-25-19
EXHIBIT "F"
REIMBURSEMENT FORMS
COLUMBIA RENAISSANCE SQUARE II,L.P.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 9
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
Attachment I
INVOICE
Developer: COLUMBIA RENAISSANCE SQUARE II,L.P.
Address:
City, State,Zip:
Project: Columbia Renaissance Square Senior Apartments
Tax ID Number
Phase Number:
Amount
This Invoice Cumulative to Date
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 10
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
Attachment II
City of Fort Worth
Neighborhood Services Department
Expenditure Worlcsheet
Developer: Columbia Renaissance Square II,L.P.
Project: Columbia Renaissance Square Senior Apartments
Line No. Date Check No. Payee or Regefi"iW Aes . tion* Amount
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Total
*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals,if
applicable.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 11
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
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EXHIBIT "H"
FEDERAL LABOR STANDARD PROVISIONS -DAVIS-BACON REQUIREMENTS
COLUMBIA RENAISSANCE SQUARE II, L.P.
Federal Labor Standards Provisions U.S.Department of Housing
and Urban Devalopment
Office of Labor Relations
Applicability (1) The work to be performed by the classrflcatlon
The Project or Program to which the construction work requested is not performed by a classification in the wage
covered by this contract pertains is being assisted by the determination; and
United States of America and the following Federal Labor (2) 'The classification is utilized in the area by the
Standards Provisions are intruded In this Contract construction Industry; and
pursuant to the provisions applicable to such Federal (3) The proposed wage rate. Including any bona fide
assistance, fringe benefits, bears a reasonable relationship to the
A. 1. (1) Minimum Wages. All laborers and mechanics wage rates contained In the wage determination.
employed or working upon the site or the work, will be paid (bl it the contractor and the laborers and mechanics to be
unconditionally and not toss often than once a week, and employed In the classification (if known), or their
without subsequent deduction or rebale on any account representatives, and HUD or Its designee agree on the
(except such payroll deductions as are permitted by classification and wage rate (Including the amount
regulations issued by the 5ecratary of Labor under the designated for fringe benefits where appropriate), a report
Copeland Act (29 CFR Part 3). the full amount of wages of the action taken shall be sent by HUD or its designee to
and bona ride fringe benefits for cash equivalents thereof) the Administrator of the Wage and Hour Division,
due at time of payment computed at rates not less than Employment Standards AdminislratJon, U.S. Department of
those contained In the wage determination of the Labor. Washington, D.C. 20210. The Administrator, or an
Secretary of Labor which Is attached hereto and made a authorized representative, will approve, modify, or
part hereof, regardless of any contractual relationship disapprove every additional classification action within 30
which may be alleged to exist between the contractor and days of receipt and so advise HUD or its designee or will
such laborers and mechanics, Contributions made or notify HUD or Its designee within the 30-day period that
costs reasonably anticipated for bona fide fringe benefits additional time Is necessary. (Approved by the Office of
Under Section I(b)(2) of the Davis-Bacon Act on behalf of Management and Budget under OMB control number 1215,
laborers or mechanics are considered wages paid to such 0140,)
laborers or mechanics, subject to the provisions or 29 CFR
o t In the avant e he employed d In the contractor, the laborers or mechanics
also. regular contributions made or costs
Incurred for more than a weekly period (but not toss often t clagn eafron or their
than quarterly) under plans, funds, or programs, which reo presentatives, and HUD or Its designee do not agree on
cover the particular weekly period, are deemed be the proposed classification and wage rate (Including the
amount designated for fringe benefits. where appropriate
constructively made or Incurred during such weekly period.
HUD or its designee shall refer the questions. Including
Such laborers and mechanics shall be paid the appropriate the views of all Interested parties and the recommendation
wage rate and fringe benefits on the wage determination of HUD or its designee, to the Administrator for
for the classification of work actually performed, without determination. The Administrator, or an authorized
regard to skill, except as provided In 29 CFR 5.5(a)(4). representative, will issue a determination within 30 days of
Laborers or mechanics performing work in more than one receipt and s0 advise HUD or its designee or will notify
classification may be compensated at Me rate specified for HUD or its designee within the 30-day period that
each classification for the time actually worked theraln: additional time is necessary. (Approved by the Office of
Provided. That the employer's payroll records accurately Management and Budget under OMB Control Number
set forth the time spent In each classification in which 1215-0140.)
work Is performed. The wage determination (including any
additional classification and wage rates conformed under appropriate)
The wade rate (including fringe benefits wnere
29 CFR 5,5(a)(1)(ii) and the Davis•Bacon poster (WH. appropriate) determined paragraph,
pursuant to subparagraphs
1321) shall be posted at all limes by the contractor and its (1)rkers) or r of this paragraph, shall classification
paid to all
subcontractors at the site of the work in a prominent and workers performing work In the cla workaIs p under this
accessible, place where It can be easily seen by the Contract from the first day on which work Is performed in
workers, the classification
Jll� (lt() Whenever the minimum wage role prescribed in the
ll&t (a) Any Hass of Ietermis or mechanics which is not contract for a class of laborers or mechanics includes a
listed in the wage determination and which is to be fringe benefil which Is not expressed as an hourly rate, The
conformance with the wage determination. HUD Shan
employed under the contract shall be classified in contractor shall either pay the benefit as stated In The
approve an additional classification and wage rate and "age determination or shall pay another bone fide fringe
fringe benefits therefor only when the following criteria benefit or an hourly cash equivalent thereof.
have been met: (lv) If the contractor does not make payments to a trustee
or other third person, the contractor may consider as part
form HUD-4010(W20001
Previous editions are obsolete Pape 1 015 far.Handbook 1344.1
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 13
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
of the wages of any laborer or mechanic the amounl of any communicated in writing 14D the laborers or mechanics
costs reasonably anticipated in providing bona fide fringe affected, and records which show the costs anticipated or
benefits under a plan or program, Provided, That the the actual cost Incurred In providing such benefits.
Secretary of Labor has found, upon the written request of Contractors employing apprentices or trainees under
the Contractor, that the applicable standards of the Davis- approved programs shall maintain written evidence of the
Bacon Act have been met. The Secretary of Labor may registration of apprenticeship programs and cerflfltallon of
require the contractor to set aside in a separate account trainee programs, the registration or the apprentices and
assets for the moeling of obligations under the plan or trainees, and the ratios and wage rates prescribed In the
program. (Approved by the Office of Management and applicable programs, (Approved by the Office of
Budget under OMB Control Number 1215-0140.) Management and Budget under OMB Control Numbers
2. Withholding. HUD or Its designee Shall upon Its own 1215.0140 and 1215-0017.)
action or upon written request of an authorized Ili) (a) The contractor shall submit weekly for each week
representative of the Department of Labor withhold or In which any contract work is performed a copy of all
cause to be withheld from the contractor under this payrolls to HUD or its designee if the agency Is a party to
Contract or any other Federal contract with the same prime the contract, but If the agency is not such a party, the
contractor, or any other Federally•assisled contract contractor will submit the payrolls to the applicant
subject to Davis-Bacon prevailing wage faquiremenis. sponsor, or owner, as the case may be, for fransmissi0n to
which Is held by the same prime contractor so much of the HUD or its designee. The payrolls submitted shall set out
accrued payments or advances as may be considered acturalely and completely all of the information required
necessary to pay laborers and mechanics, Including to be maintained under 29 CFR 5.6(a)(3){t) except that full
apprentices, trainees and helpers, employed by the social security numbers and home addresses shalt not be
contractor or any subcontractor the full amount of wages Included on weekly transmittals. Instead the payrolls shall
required by the contract In the event of failure to pay any only need to Include an Individually Identifying number for
laborer or mechanic, including any apprenlice, trainee or each employee (e.g.. the last four digits of the emplpyee's
helper, employed or working on the site of the work. all or social security number), The required weekly payroll
part of the wages required by the contract, HUD or its information may be submitted In any form desired
designee may, after written notice to the contractor, Optional Form WH-347 is available for this purpose from
sponsor, applicant, or owner, take such action as may be the Wage and Hour Division Web site at
necessary to cause the suspension of any further Alto/hw,vw,dc,1 o0r/Bsdfivndtformshvh347insh,hfm or its
payment, advance, or guarantee of funds until such successor site The prime contractor is responsible for
violations have ceased, HUD or its designee may, after the Submission of copies of payrolls by all subcontractors
written notice to the contractor, disburse such amounts Contractors and subcontractors shall maintain the full
withheld for and on account of the contractor or social security number and current address of each
subcontractor to the respective employees to whom they covered worker, and shall provide them upon request to
are due- The Comptroller General shall make such HUD or its designee If the agency is a party to the
disbursements In the case of direct Davis-Bacon Act contract, but If the agency Is not such a party, the
contracts. Contractor will submit the payrolls to the applicant
3. (1) Payrolls and basic rocords. Payrolls and basic sponsor, or owner, as the case may be,for transmission to
records relating thereto shall be maintained by the HUD or Its designee, the contractor, or the Wage and Hour
contractor during the course of the work preserved for a Division of the Department of Labor for purposes of an
period of three years thereafter for all laborers and Investigation or audit of compliance with prevailing wage
mechanics working at the site of the work. Such records requirements. It Is not a violation of this subparagraph for
shall contain the name, address. and social security a prime contractor to require a subcontraclor to provide
number of each such worker, his or her correct addresses and social security numbers to the prime
classification, hourly rates of wages paid (including rates tontractor for its own records, without weekly submission
of contributions or costs anticipated for bona fide fringe to HUD or its designee- (Approved by the Offlce of
benefits or cash equivalents thereof of the types described Management and Budget under ON48 Control Number
in Seclion I(b)(2)(H) of the Cavis-bacon Act), daily and 4215-a140.)
weekly number of hours worked, deductions made and (b) Each payroll submitted shall be accompanied by a
actual wages paid. Whenever the Secretary of Labor has 'Statement of Compliance,' signed by the contractor or
found under 29 CFR 5,5 (a)(1)(1v) that the wages of any subcontractor or his or her agent who pays or supervises
laborer or mechanic include the amount of any costs the payment of the persons employed under the contract
reasonably anticipated In providing benefits under a plan and shall certify the following:
or program described in Section I(b)(2)(8) of the Davis- (11 That the payroll for the payroll period contains the
Bacon Act, the contractor shall maintain records which information required to be provided under 29 CFR 5-5
show that the commllmenl to provide such benefits is (a)(3)(ri), the appropriate Information is being maintained
enforceable, that the plan or program is financially under 29 CFR 5.5(a){3)(i), and that such informalion Is
responsible, and that the plan or program has been correct and complete.
Previous editions are obsolete form HU04010(ow2009)
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Columbia Renaissance Square 11,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
12) That each taborer or mechanic (Inctud€rig each helper, is not registered or otherwise employed as stated above.
apprentice, and trainee) employed on the contract during shall be paid not less than the applicable wage race on the
the payroll period has been paid The full weekly wages wage determination for the classification of work actually
earned, without rebate. either directly or indirectly, and performed. In addition, any apprentice performing work on
that no deductions have been Made either directly or the Job site In excess of the ratio permitted under the
Indirectly from the full wages earned, other than registered program shall be paid not leas than the
permissible deductions as set forth in 29 CFR Part 3: applicable wage rate on the wage determination for the
(3) That each laborer or mechanic has been paid not less work actually performed. Where a contraclor is performing
than the appricable wage rates and fringe benefits Or cash construction On a project In a locality other than thal in
equivatents for the classification of work performed, as which Its program is registered. the ratios and wage rates
specified In the applicable wage determination (expressed In percentages of the journeyman's hourly
Incorporated into the contract, rate) specified In the contractor's or subcontractor's
(c) The weekly submission of a properly executed registered program shall be observed. Every apprentice
certification set forth on The reverse $ide of Optionat Form must be paid al not less than the rate specified in the
WH-347 shall satisfy the requirement for submission of the registered program for The apprentice's level of progress,
'Statement of Compliance' required by subparagraph expressed as a percentage of the journeymen hourly rate
A.3.(11)(b). Specilied in the applicable wage determination.
Apprentices shall be paid fringe benefits in accordance
(d) The falsification of any of the above certifications may with the provisions of the apprenticeship program. If the
subject the contractor or subcontractor Io civil of criminal apprenticeship program does not specify fringe benefits,
prosecution under Section 1001 of Title 18 and Section apprentices must be paid the full amount of fringe benefits
231 of Ti11e 31 of the United States Code. listed on the wage determination for the applicable
(ill) The contractor or subcontractor shall make the classification. If the Administrator determines that a
records required under subparagraph A.3.(i) -available for different pracilce prevails for the applicable apprentice
inspection, copying, or transcription by authorized classification,fringes shall be paid in accordance with that
representatives of HUO or Its designee or the Department determination In the event the Office of Apprenticeship
of Labor, and shall permit such representatives to Training, Employer and Labor Services, of a State
interview employees during working hours on the job. If Apprenticeship Agency recognized by The Offce.
the contractor or subcontractor falls to submit the required withdraws approval of an apprenticeship program, the
records or to make them available, HUD or Its designee contractor will no Monger be permitted to utilize
may, after written notice to the contractor. Sponsor, apprentices at less than the applicable predetermined rate
applicant or owner, take such action as may be necessary for the work performed until an acceptabre program Is
to cause the suspension of any further payment, advance, approved.
or guarantee of funds. Furthermore, failure to submit the (II) Trainees, Except as provided in 29 CFR 5.16,
required records upon request or to make such records trainees will not be permitted to work at less than the
available may bo grounds for debarment action pursuant to predetermined rate for the work performed unless they are
29 CFR 5.12, employed pursuant %to and indivi4ually registered in a
4. Apprentices and Trafnvos, program which has received prior approval, evidenced by
(I) Apprentices. Apprentices will be permitted to work a1 formal certification by the U.S. Department of Labor,
less than the predetermined rate for the work they Employment and Training Administration. The ratio of
performed when they are employed pursuant to and trainees to journeymen an the job site shall not be greater
Individually registered In a bona fide apprenticeship than permitted under the plan approved by the
program registered with the U.S. Department of Labor. Employment and Training Administration, Every trainee
Employment and Training Administration, Office of must be paid at not less than the rate specified in the
Apprenticeship Training, Employer and Labor Services, or approved program for the trainee's level of progress,
with a State Apprenticeship Agency recognized by the expressed as a percentage of the journeyman hourly rate
Office, or I( a person Is employed in his or her first 90 specified in the applicable wage tletermination. trainees
day$ of probationary amploymont as an apprentice in such shall be paid fringe benefits in accordance with the
an apprenticeship program, who Is not individually provisions of the trainee program If the trainee program
registered in the program, but who has been certified by does not mention fringe benerlts, trainees shall be paid
the Office of Apprenticeship Training, Employer and Labor the full amount of fringe benefits listed on the wage
Services or a Stake Apprenticeship Agency (where tletermination unless the Administrator of the Wage and
appropriate) to be eligible for probationary employment as Hour Division determines that there is an apprenticeship
an apprentice. The allowable ratio of apprentices to program associated with the corresponding journeyman
journeymen on the job site In any craft classification shall wage rate on the wage determination which provides for
not be greater than the ratio permitted to the contractor as less than full fringe benefits for apprentices. Any
to the entire work force under the registered program, Any employee listed on the payroll at a trainee rate who Is not
worker listed on a payroll at an apprentice wage rate, who registered and participating In a training plan approved by
Previous editions are obsolete form HU04010(0612009)
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the Employment and Training Administration shall be paid awarded HUD contracts or participate in HUD programs
not leas than The applicable wage rate on the wage pursuant to 24 CFR Part 24,
determination for the work actually performed. in addition, (u) No part of this contract shall be subcontracted to any
any trainee performing work on the job Site In excess of person or firm ineligible for award of a Government
the ratio permitted under the registered program shall be contract by virtue of Section 3(a) of the Davis-Ss"n Act
paid not foss than the applicable wage rate an the wage or 29 CFR 5,112(s)(1) or to be awarded HUD contracts or
determination for the work actually performed. In the participate In HUO programs pursuant to 24 CFR Part 24.
event the Employment and Training Administration Jill) The penalty for making false statements is prescribed
withdraws approval of a training program, the contractor
will no longer be permitted to ulilire trainees at less than U.S.the U.S. Criminal Cade, 18 U.S.C. ,Doll Additionally,
the applicable predetermined rate for the work performed U rat H nil Code. Section t ra 0, Title 1 r ides ,
until an acceptable program is approved 'Federal Housing Administration transactions'. provides in
part: 'Whoever, for the purpose of , . influencing in any
(Ili) Equal employment opportunity. The utilization of way the action of such Administration.._._ makes, utters or
apprentices, trainees and Journeymen under 29 CPR Part 5 publishes any statement knowing the same to be false.._..
shall be In conformity with the equal employment shall be fined not more Than $5.000 or Imprisoned not
Opportunity requirements of Executive Order 11240, as more than two years. or both.'
amended.and 29 GFR Part 30. 11. Complaints, Proceedings, or Testimony by
S. Compliance with Copeland Act requirements. The Employees. No laborer or mechanic to wham the wage.
contractor shalt comply with the requirements of 29 CFR salary, or other labor standards provisions of this Contract
Part 3 which are incorporated by reference in this contract are applicable shall be discharged of in any other manner
S. Subcontracts. The contractor or subcontractor will discriminated against by the Contractor or any
insert in any subcontracts the clauses contained in subcontractor because such employee has fited any
subparagraphs 1 through 11 In this paragraph A and such complaint or instituted or caused 10 be Instituted any
other clause& as HUD or its designee may by appropriate proceeding or has testified or is about to teslity in any
Instructions require, and a copy of the applicable proceeding under or relating to the labor standards
prevailing wage decision, and also a clause requiring the applicable under this Contract to his employer_
subcontractors to Include these clauses 1n any lower flee S. Contract Work Hours and l ar" Standards Act. The
subcontracls, The prime contractor shalt be responsible provisions of this paragraph B are applicable where the mnount of the
for the compliance by any subcontractor or tower Iler prune contract exceeds $100.000. As used her this paragraph, the
subcontractor with all the contract clauses in this terms-laborers'and'merihanks'include watchmen and guards_
paragraph.
(1) Overtime requirements. No cantrador or sulxontnaor
7. Contract termination; debarment. A breach of the contracting for any part of the contract work which may require or
contract clauses in 29 CFR 5,5 may be grounds for involve dw employment of laborers or mechanics shall require or
termination of the contract and for debarment as a permit any such laborer or mechanic In any workweek in which the
contractor and a subcontractor as provided In 29 CFR individIval is employW an such work to work in excess of 40 hours iri
5.12. such workweek Unless such laborer or mechanic recNves
8. Compliance with Mvrb43acon and Rotated Act Requleements. compensatlorh at a rate not less than one and one-hair times the basic
All rulings and interpretations of the Davis-Bacon and rate of pay for all hours worked in excess of 40 hours In such
Related Acla contained In 29 CFR Parts 1, 3, and 5 are wo0tweek.
herein Incorporated by reference in this contract 12) Violation; liability for unpaid wages; liquidated
9. 01spules. concerning labor standards. Disputes damages. In the event of any violation of the clause set
arising out of the labor standards provisions of this forth In subparagraph (1) of this paragraph, the contractor
contract shall not be subject to the general disputes and any subcontractor responsible therefor shall be liable
clause of this contract_ Such disputes shall be resolved in for The unpaid wages. In addition, such contractor and
accordance with the procedures of the Department of subcontractor shalt be liable to the United States (in the
labor set forth in 29 CFR Parts 5, 6, and 7_ Disputes case of work done under contract for the District of
within the meaning of this clause include disputes between Columbia or a terrilory, to Such District Or to such
the ConleBCtor (or any of its subcontractors) and HUD or tereitory), for liquidated damages Such liquidated
Its designee, the U.S, Department of Labor, or the damages shall be computed with respect to each indlvidual
employees or their representatives. laborer or mechanic, Including watchmen and guards,
10. (1) Certification o1 Eligibility_ By entering into this employed In violation of the clause set forth In
contract the contractor Certifies that neither It (nor he or subparagraph (1) of this paragraph, in the sum of$10 for each
she) nor any person or firm who has an interest in the calendar day on which such individual was required or penrlrtiod to
contractor's firm is a person or firm ineligible to be work in excess of the standard workweek of 40 hours widrout payment
awarded Government contracts by virtue of Section 3(a) of of the overtime wages required by the clause set forth In sub
the Davis-Bacon Act or 29 CFR 5.12(a)(1) or to be paragraph(1) of this paragraph.
Previous ed0ons are obsolefe form HUD-4010(I1t3r200'9)
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(3) Withholding for unpaid wages and liquidated
damages. HUD or its designee shalt upon Its own action
or upon written request of an authorized representative of
the Department of Labor withhold or cause to be withheld,
from any moneys payable on account of work performed by
the contractor or subconlractor under any such contract or
any other Federal contract with the same prime contract,
or any other Federally•assisted contract subject to the
Contract York Hours and Safely Standards Act which is
held by the same prime contractor such sums as may be
determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth in
subparagraph (2) of this paragraph.
(4) Subcontracts. The contractor or subcontractor shall
insert in any subcontracts the clauses set forth in
subparagraph (1) through (4) of this paragraph and also a
clause requiring the subcontractors to include these
clauses in any tower tier Sub00n1raCts. The prime
contractor shall be responsibre for compliance by any
subcontractor or lower tier subcontractor with the clauses
set forth in subparagraphs (1) through (4) of this
paragraph.
C. Health and Safety_ The provisions of this paragraph C are
applicable where the amount of the prune contract exceeds S10 000.
(1) No laborer or mechanic shall be required to worse in
surroundings or under working conditions which are
unsanitary, hazardous. or 4angerous to his health and
safety as determined under construction safely and health
standards promulgated by the Secretary of Labor by
reguration.
(2) The Contractor shall comply with all regulations
Issued by the Secretary of Labor pursuant to Title 29 Part
1926 and failure to comply may result in imposition of
sanctions pursuant to the Contract Work Hours and Safety
Standards Act, (Public Law 91-54, 03 Stat 96). 40 USC
3701 el sea.
(3) The contractor shall include the provisions of this
paragraph in every subcontract So that such provisions will
be binding on each subcontractor. The contractor shalt
take such action with respect to any subcontractor as the
Secretary of Housing and Urban Development or the
Secretary of Labor shall direct as a means of enforcing
such provisions.
Previous editions are ebsolele form HUD4010(0612009)
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6/6/2019 Exhibit H https://www.wdol.govtwdol/scafiles/davisbacon/-rX15.dvb?v=0
General Decision Number: TX190015 01/04/2019 TX15
Superseded General Decision Number: TX20180025
State: Texas
Construction Type: Residential
Counties: Johnson, Parker and Tarrant Counties in Texas.
Residential Projects consisting of single family homes and
apartments up to and including 4 stories.
Note: Under Executive Order (EO) 13658, an hourly minimum wage
of $10.60 for calendar year 2019 applies to all contracts
subject to the Davis-Bacon Act for which the contract is awarded
(and any solicitation was issued) on or after January 1, 2015.
If this contract is covered by the ED, the contractor must pay
all workers in any classification listed on this wage
determination at least $10.60 per hour (or the applicable
wage rate listed on this wage determination, if it is higher)
for all hours spent performing on the contract in calendar
year 2019. If this contract is covered by the EO and a
classification considered necessary for performance of work on
the contract does not appear on this wage determination, the
contractor must pay workers in that classification at least
the wage rate determined through the conformance process set
forth in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate,
if it is higher than the conformed wage rate). The EO minimum
wage rate will be adjusted annually. Please note that
this EO applies to the above-mentioned types of contracts
entered into by the federal government that are subject
to the Davis-Bacon Act itself, but it does not apply
to contracts subject only to the Davis-Bacon Related Acts,
including those set forth at 29 CFR 5.1(a)(2)-(60). Additional
information on contractor requirements and worker protections
under the EO is available at www.dol.gov/whd/govcontracts.
Modification Number Publication Date
0 01/04/2019
* SUTX1990-020 04/01/1990
Rates Fringes
CARPENTER (excluding drywall
hanging and form setting). . . . . . .$ 9.315
CEMENT MASON/CONCRETE
FINISHER (Excluding form
setting). . . . . .. . . . . . . . . . . . . . . . . . .$ 9.48
DRYWALL HANGER. . . . . . . . . . . . . . . . . . .$ 9.00
ELECTRICIAN. . .. . . . . . . . . .. . . . . . . . .$ 10.214
Form Setter. . . . . . . . . . . . . . . . . . . . . .$ 9.194
HVAC MECHANIC (including
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duct, excluding pipe work). . . . . . .$ 8.337
Laborer, common. . . . . . . . . . . . . . . . . .$ 7.25
Painters:
Brush. . . . . . . . . . . . . .. . . . . . . . .$ 8.85
Spray. . . . . . . . . . . . . .. . . . . . . . .$ 10.00
PLUMBER (Including HVAC WORK). . . .$ 10.687
ROOFER, Including Built Up,
Composition and Single Ply
Roofs. . . . . . . . . . . . . . . . . . .. . . . . . . . .$ 8.646
Sheet Metal Worker (Excluding
HVAC-duct work). . . . . . . . . . . . . . . . . .$ 14.103
TILE SETTER. . . . . . . . . . . . . . . . . . . . . .$ 11.50
TRUCK DRIVER. .. . . . . . . . . .. . . . . . . . .$ 7.25
WELDERS - Receive rate prescribed for craft performing
operation to which welding is incidental.
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WELDERS - Receive rate prescribed for craft performing
operation to which welding is incidental.
----------------------------------------------------------------
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Note: Executive Order (EO) 13706, Establishing Paid Sick Leave
for Federal Contractors applies to all contracts subject to the
Davis-Bacon Act for which the contract is awarded (and any
solicitation was issued) on or after January 1, 2017. If this
contract is covered by the EO, the contractor must provide
employees with 1 hour of paid sick leave for every 30 hours
they work, up to 56 hours of paid sick leave each year.
Employees must be permitted to use paid sick leave for their
own illness, injury or other health-related needs, including
preventive care; to assist a family member (or person who is
like family to the employee) who is ill, injured, or has other
health-related needs, including preventive care; or for reasons
resulting from, or to assist a family member (or person who is
like family to the employee) who is a victim of, domestic
violence, sexual assault, or stalking. Additional information
on contractor requirements and worker protections under the EO
is available at www.dol.gov/whd/govcontracts.
Unlisted classifications needed for work not included within
the scope of the classifications listed may be added after
award only as provided in the labor standards contract clauses
(29CFR 5.5 (a) (1) (ii)).
----------------------------------------------------------------
The body of each wage determination lists the classification
and wage rates that have been found to be prevailing for the
cited type(s) of construction in the area covered by the wage
determination. The classifications are listed in alphabetical
order of "identifiers" that indicate whether the particular
rate is a union rate (current union negotiated rate for local),
a survey rate (weighted average rate) or a union average rate
(weighted union average rate).
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Union Rate Identifiers
A four letter classification abbreviation identifier enclosed
in dotted lines beginning with characters other than "SU" or
"UAVG" denotes that the union classification and rate were
prevailing for that classification in the survey. Example:
PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of
the union which prevailed in the survey for this
classification, which in this example would be Plumbers. 0198
indicates the local union number or district council number
where applicable, i.e., Plumbers Local 0198. The next number,
005 in the example, is an internal number used in processing
the wage determination. 07/01/2014 is the effective date of the
most current negotiated rate, which in this example is July 1,
2014.
Union prevailing wage rates are updated to reflect all rate
changes in the collective bargaining agreement (CBA) governing
this classification and rate.
Survey Rate Identifiers
Classifications listed under the "SU" identifier indicate that
no one rate prevailed for this classification in the survey and
the published rate is derived by computing a weighted average
rate based on all the rates reported in the survey for that
classification. As this weighted average rate includes all
rates reported in the survey, it may include both union and
non-union rates. Example: SULA2012-007 5/13/2014. SU indicates
the rates are survey rates based on a weighted average
calculation of rates and are not majority rates. LA indicates
the State of Louisiana. 2012 is the year of survey on which
these classifications and rates are based. The next number, 007
in the example, is an internal number used in producing the
wage determination. 5/13/2014 indicates the survey completion
date for the classifications and rates under that identifier.
Survey wage rates are not updated and remain in effect until a
new survey is conducted.
Union Average Rate Identifiers
Classification(s) listed under the UAVG identifier indicate
that no single majority rate prevailed for those
classifications; however, 100% of the data reported for the
classifications was union data. EXAMPLE: UAVG-OH-0010
08/29/2014. UAVG indicates that the rate is a weighted union
average rate. OH indicates the state. The next number, 0010 in
the example, is an internal number used in producing the wage
determination. 08/29/2014 indicates the survey completion date
for the classifications and rates under that identifier.
A UAVG rate will be updated once a year, usually in January of
each year, to reflect a weighted average of the current
negotiated/CBA rate of the union locals from which the rate is
based.
----------------------------------------------------------------
WAGE DETERMINATION APPEALS PROCESS
1.) Has there been an initial decision in the matter? This can
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be:
* an existing published wage determination
* a survey underlying a wage determination
* a Wage and Hour Division letter setting forth a position on
a wage determination matter
* a conformance (additional classification and rate) ruling
On survey related matters, initial contact, including requests
for summaries of surveys, should be with the Wage and Hour
Regional Office for the area in which the survey was conducted
because those Regional Offices have responsibility for the
Davis-Bacon survey program. If the response from this initial
contact is not satisfactory, then the process described in 2.)
and 3.) should be followed.
With regard to any other matter not yet ripe for the formal
process described here, initial contact should be with the
Branch of Construction Wage Determinations. Write to:
Branch of Construction Wage Determinations
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
2.) If the answer to the question in 1.) is yes, then an
interested party (those affected by the action) can request
review and reconsideration from the Wage and Hour Administrator
(See 29 CFR Part 1.8 and 29 CFR Part 7). Write to:
Wage and Hour Administrator
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
The request should be accompanied by a full statement of the
interested party's position and by any information (wage
payment data, project description, area practice material,
etc.) that the requestor considers relevant to the issue.
3.) If the decision of the Administrator is not favorable, an
interested party may appeal directly to the Administrative
Review Board (formerly the Wage Appeals Board). Write to:
Administrative Review Board
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
4.) All decisions by the Administrative Review Board are final.
----------------------------------------------------------------
----------------------------------------------------------------
END OF GENERAL DECISION
https://www.wdol.govtwdol/scafiles/davisbacon/-FXl 5.dvb?v=O 4/4
EXHIBIT "I"
SECTION 3 REPORTING FORMS
COLUMBIA RENAISSANCE SQUARE II,L.P.
EXHIBIT"I"
Section 3 Summary Report U.S.Department of Housing OMB Approval No: 2529-0043
Economic Opportunities for and Urban development (exp.11l90/2010)
Low—and Very Low4noorne Persons Office of Fair Housing
And Equal Opportunity HUD Fred office
Seetion Deck of page for pubitr Reporting eurden statement
1 Reafaert Name 3 Address (street,aly,state ZIP) 2 Fedvral Qr tihattion (gwrIt no 1 3 Told Amourd of Award
4 CAMArt Peron 5 Prone (Inr=4lde a-A coda)
6 Lo-n*,nr C,—t T Reportrng Penw1
8 Date Repot SUtmeted 9 Program Coda (Use separate steel 10 Prugrem Name
far each program Code)
Part I: Employment and Training("Columns B,C and F are mandatory fields. include New Hires in E&F)
A H C D E r
Niunber of Number of New %of Aggregate Number %of T utat Stan Hcurs Number of Sec-
JOD Category New Hiro$ Zres that are of$tell Hours of New Hires for$acbor 3 Emp";s Trainees
Sac 3 Resider" "am Sec 3 Residents and Traine+s
Professionals
Technicians
Office/Clerical
Construction by Trade(List)
Trade
Trade
Trade
Trade
Trade
Other List
Total
'Program Canes 3 a PubliclnSan Housing 4.Hornaless Assistance 8 a COSO state AdnMtstered
1=FlaXibte Subsidy A=00veoP mOrt. $=HOME 9=Other CO Programs
7=5ection202m1 B=Operation 6=HOMESteteAdmnistered to=Oarer Housing Progrems
C a Modernization 7 a CDSG Entitlement
form HUD 00002(60001)
Ref 24 CFR 13S
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 18
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
Part If: Contracts Awarded
1. Construction Contracts:
A. Total dollar amount of all contracts awarded on the project $
B. Total dollar amount of contracts awarded to Section 3 businesses $
C. Percentage of the total dollar amount that was awarded to Section 3 businesses %
D. Total number of Section 3 businesses receiving contracts
2. Non-Construction Contracts:
A. Total dollar amount all non-construction contracts awarded on the projecttactivity $
B. Total dollar amount of nor-construction contracts awarded to Section 3 businesses $
C. Percentage of the total dollar amount that was awarded to Section 3 businesses %
D. Total number of Section 3 businesses receiving 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 those who
are recipients of government assistance for housing. (Check all that apply.)
Attempted to recruit low-income residents through: local advertising media,signs prominently displayed at the project site,
contracts with the community organizations and public or private agencies operating within the metropolitan area(or
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 or other program which promotes the award of contracts to business concerns which meet the
definition of Section 3 business concerns-
- Coordinated with Yarthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located.
Other,describe below.
Public reporting for this collection of information is estimated to average 2 hours per response,including the time for reviewing instructions,
searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information.
This agency may not collect this information,and you are not required to complete this form,unless it displays a currently valid OMB
number.
Section 3 of the Housing and Urban Development Act of 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 low-and very-low income persons,particularly those who are recipients of government assistance housing. The regulations are
found at 24 CFR Part 135. The information will be used by the Department to monitor program recipients'compliance with Section 3,to
assess the results 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 Section 3. The
information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6)of the Fair Housing Act
and Section 916 of the HCDA of 1992. An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB
Circular Ar108 are not applicable. The reporting requirements do not contain sensitive questions. Data is cumulative;personal identifying
information is not included.
Page 2 ci Z Icun HUU60W2;1l/2010;
Raf"CrR VA,
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 19
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
Form HUD-60002,Section 3 Summary Report,Economic Opportunities for Low-and Very Low-Income Persons.
Instructions: This form is to be used to report annual 8. Program Code: Enter the appropriate program code as listed at
accomplishments regarding employment and other economic the bottom of the page.
opportunities provided to low.and very low-income persons under 9. Program Name: Enter the name of HUD Program corresponding
Section 3 of the Housing and Urban Development Act of 1968. The with the"Program Code"in number 8.
Section 3 regulations apply to any public aodlndian housing
programs that receive: (1)development assistance pursuant to Part I: Employment and Training Opportunitles
Section 5 orthe U.S.Housing Act of 1937;(2)operating assistance Column A: Contains various job 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.
modemization grants pursuantto Section 14 ofthe U.S.Housing Act supervisors,architects,surveyors,planners.and computer
of 1937 and to recipients of housing and community development programmers). For construction positions,list each trade and provide
assistance In excess of$200,000 expended for: (1)housing data in columns B through F for each trade where persons were
rehabilitation(including reduction and abatement of lead-based paint employed. The category of"Other includes occupations such as
hazards),(2)housing construction;or(3)other public construction service workers.
projects;and to contracts and subcontracts in excess of$100,000 Column B: (Mandatory Field) Enter the number of new hires for
awarded in connection with the Section-3-covered activity, each category ofwarkers identified in Column A in connection with
Form HUD-80002 has three parts,which are to be completed for this award. New hire refers to a person who is not on the contractor's
all programs cavred by Section 3. Part I relates to employment or recipient's payroll for employment at the time of selectian for the
and trafnfng.The recipient has the option to determine numerical Section 3 covered award or at the time of receipt of Sectlon 3 covered
employmentttraining goals either on the basis ofthe number of hours assistance.
worked by new hires(columns 10.E and F). Part 11 ofthe form Column C: (Mandatory Field) Enter the number of Section 3 new
relates to contracting,and Part III summarizes recipients efforts to hires for each category ofworkers identified in Column A in
comply with Section 3. connection with this award. Section 3 new hire refers to a Section 3
Recipients or contractors subject to Section 3 requirements must resident who is not on the contractor's or recipient's payroll for
maintain appropriate documentation to establish that HUD financial employment at the time of selection forthe Section 3 covered award or
assistance for housing and community development programs were at the time of receipt of Section 3 covered assistance,
directed toward low-and very low-income persons.' A recipient of Column D: Enter the percentage of all the staff hours of new hires
Section 3 covered assistance shall submit one copy ofthis reportto (Section 3 residents)in connection with this award.
HUD Headquarters,Office of Fair Housing and Equal Opportunity. Column E: Enter the percentage of the total staff hours worked for
Where the program providing assistance requires an annual Section 3 employees and trainees(including new hires)connected
performance report,this Section 3 report is to be submitted at the with this award. Include staff hours for part-time and full-time
same time the program performance report is submitted. Where an positions.
annual performance report is not required,this Section 3 report is to be Column F: (Mandatory Field) Enter the number of Section 3
submitted by January 10 and,if the project ends before December 31, residents that were trained in connection with this award.
within 10 days of project completion. Only Prime Recipients are Part 11, Contract Opportunities
required to report to HUD. The report must include Block 1: Construction Contracts
accomplishments of aft feciplents and their Section 3 covered Item A: Enter the total dollar amount of all contracts awarded on the
contractors and subcontractors projectlprogram.
HUD Field Office: Enter the Field Office name. Item B: Enter the total dollar amount of contracts connected with this
1. Recipient: Enter the name and address of the recipient projectlprogram that were awarded to Section 3 businesses.
submitting this report. Item C: Enter the percentage of the total dollar amount of contracts
2. Federal Identification: Enter the number that appears on the connected with this project/program awarded to Section 3 businesses.
award form(with dashes). The award may be a grant, Item D: Enter the number of Section 3 businesses receiving awards.
cooperative agreement or contract. Block 2: Non-Construction Contracts
3. Dollar Amount of Award: Enter the dollar amount,rounded to the Item A: Enter the total dollar amount of all contracts awarded on the
nearest dollar,received by the recipient. project/program
4&5. Contact PersonlPhone: Enter the name and telephone number Item B: Enter the total dollar amount of contracts connected with this
of the person with knowledge of the award and the recipient's project awarded to Section 3 businesses.
implementation of Section 3. Item C: Enter the percentage ofthe total dollar amount of contracts
B. 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 III: Summary of Efforts—Self-explanatory
Submit one(1)copy of this report to the HUD Headquarters Office or
Fair Housing and Equal Opportunity,at the same time the The Secretary may establish income ceilings higher or lower than 80 percent
performance report is submitted to the program office. The Section 3 of the median for the area on the basis 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. PHAsAHAs are to report all of unusually high-or low-income families. Very fow-income persons mean
contracts/subcontracts. low-income families(including single persons)whose incomes do not
exceed 50 percentofthe median family income area,as determined by the
` The terms"low-income persons'and very low-income persons"have Secretary with adjustments or smaller and larger families,except that the
the same meanings given the terms 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 persons mean families the median for the area on the basis ofthe Secretary's findings that such
(including single persons)whose incomes do not exceed 80 percent of variations are necessary because of unusually high or lover family incomes.
the median income for the area,as determined by the Secretary,with
adjustments for smaller and larger families,except that
F,gc `.rn Mi�U:l(Iflri)(1 LaI=CQ
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 20
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
FORT WORTH,.
EXHIBIT "I"
City of Fort Worth
Section 3 Business Form
Name of Business:
Address of Business:
Type of Business: Corporation Partnership
Sole Proprietorship Joint Venture
My business meets the definition of Section 3 business because it meets one or
more of the following categories (check all that apply):
Company is owned by a Section 3 resident(See below); or,
On the affected project, my company is subcontracting 25%of its contract amount to
qualified Section 3 businesses; or,
At least 30%of the my company's employees are currently Section 3 residents or were
Section 3 residents within 3 years of first hire date.
To qualify as a Section 3 Resident the individual's household income must be under the income
limits shown below(Ex.:A household of 3 people that makes less than$54,750 annually qualifies as a
Section 3 Resident):
Persons in Household 1 person 2 people 3 people 4 people 5 people 6 people 7 people people
Income $42,600 $48,650 $54,750 $60,800 $65,700 $70,550 $75,400 $80,300
Limit
I certify that the information I am providing is true and could be subject to verification at any time by a
third party. I also acknowledge that the provision of false information could leave me subject to the
penalties of Federal,State and local law.
Subcontractor's Authorizing Signature: Date:
Subcontractor's Authorizing Printed Name:
Subcontractor's Authorizing Signatory's Title:
For Prime Contractor Only:
Reviewed by: Date:
Reviewer's Job Title:
Effective as of April 2014
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
COLUMBIA RENAISSANCE SQUARE II, L.P.
FORT WORTH
Standard of Documentation for Reimbursement of Development Costs
Cost Type DGcumentation Standard
Acquisition of Real Property - Notice to Seller(date must be on or before the date of options agreement
or sales contract and signed by the buyer and seller)
Recorded Deed of Trust
Purchase Agreementw/Required HUD language
Master Settlement Statement/HUD-1
Appraisal or other document used to determine purchase price
Proof of Payment(Le.,bank statement/cancelled check)
Verification of Vacant Status(as applicable)
Pre-Development and Soft - Invoice should include:
Costs(Architect,Engineer, ■ date;
Landscape Design,Surveys, • company's letterhead;
Appraisals,Environmental,Legal ■ address for which service is provided;
Fees,Other Consultants,Etc.) ■ description of service(s)and item(s);
■ amount for itemized services;and
■ total amount
Proof of Payment(Le.,bank statement or cancelled check)
Fully executed contract/service agreements/letter agreements and
applicable amendments
o Provide printout from www.sam.eov verifying
contractor/subcontractor is not listed on the debarred and
suspension list
If only a portion is being paid with City funds,then show calculation and
documentation of how costs are allocated.
Neighborhood Services
FINAL.as of 6/21/2017 Page 1
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 21
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
FORT WORTH.,
Standard of Documentation for Reimbursement of Development Costs
Construction Costs - Invoice should include:
(Contractors&Subcontractors) ■ date;
■ company's letterhead;
■ address for which service is provided;
■ description of service(s)and item(s);
■ amount for itemized services;and
■ total amount
Proof of Payment(i_e.,bank statement or cancelled check)
Copy of applicable inspection report(s)conducted by NSD Inspector
Copy of executed agreements
■ Provide printout from www_sam.gov verifying
contractor/subcontractor is not listed on the debarred and
suspension list
If only a portion is being paid with City funds,then show calculation and
documentation of how costs are allocated.
For payment of final retainage for the prime contractor,provide lien
waivers for the prime and all subcontractors_
List ofsubcontractors
Materials Purchased by Developer - Invoice should include:
(if applicable) ■ date;
■ company's letterhead;
■ address for which service is provided;
■ description of service(s)and item(s);
■ amount for itemized services;and
■ total amount
Proof of Payment(i_e.,bank statement or cancelled check)
Verification of delivery
Developer Fee - Final Invoice Reflecting Total Development Cost
(if paid directly from HOME funds) - Proof of payment for any other entity/funding source contributing to
development costs
Show calculation of agreed upon developer fee percentage
Copies of final lien releases from contractor/subcontractor
Complete Documentation income eligibility of buyers/renters(i.e.,income
documents for eligible homebuyer/tenants,sales contract between
developer/homebuyer, HAP Deed of Trust with required affordability
period language,etc.)
Lease documents
Final inspections of completed units
Neighborhood Senices
FINAL.as of 6/21/2017 Page 2
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 22
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
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EXHIBIT "L"
DEED RESTRICTION
COLUMBIA RENAISSANCE SQUARE II,L.P.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 25
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
DEED RESTRICTIONS
HOME Funds
THESE DEED RESTRICTIONS ("Deed Restrictions") are made effective as September
2019, by and between COLUMBIA RENAISSANCE SQUARE II, L.P. a Texas limited
partnership ("Owner"), as Grantor, and CITY OF FORT WORTH, TEXAS, a municipal
corporation of the State of Texas("City"), as Grantee.
WITNESSETH:
WHEREAS, City has received a grant from the United States Department of Housing and
Urban Development ("HUD") through the HOME Investment Partnerships Program, Catalog of
Federal Domestic Assistance No. 14.239 ("HOME"), with which City desires to promote
activities that expand the supply of affordable housing and the development of partnerships
among City, local governments, local lenders, private industry and nonprofit housing
organizations;
WHEREAS, the primary purpose of the HOME program pursuant to the HOME
Investment Partnerships Act at Title H of the Cranston Gonzales National Affordable Housing
Act of 1990, as amended, 42 U.S.C. 12701 et seq.(the "Act') and the HOME Investment
Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. ("HOME Regulations"),
is to benefit low and moderate income individuals and families by providing them with
affordable housing;
WHEREAS, Owner proposes to use HOME funds for a project whereby Owner will
construct, develop, own, and operate a new 120-unit mixed income multifamily rental complex
in the City to be known as Columbia Renaissance Square Senior Apartments (the"Project');
WHEREAS, City has agreed to lend, and Owner has agreed to accept, a loan of City
HOME funds in the amount of$1,800,000.00 (the "Loan"), pursuant to the requirements of the
HOME program in accordance with that certain HOME Contract, City Secretary Contract No.
52738, between Owner and City, for the purpose of assisting Owner in developing the Project
("HOME Contract');
WHEREAS, as a condition to City making the Loan, Owner must agree to comply with
certain occupancy, rent and other restrictions for a period of time in order to comply with the
HOME affordability requirements, and agrees to convey to City certain covenants and
restrictions that will burden the hereinafter described real property so that the Project will meet
the HOME requirements ("HOME Requirements");
NOW, THEREFORE, in consideration of the making of the Loan by the City and the
disbursement of any part thereof, and in order to comply with the requirements of the Act and the
HOME Regulations, Owner (together with its successors and assigns and subsequent owners of
the Project), hereby agrees that the following restrictions shall apply to the real property
described in the attached EXHIBIT "A":
DEED RESTRICTIONS-HOME Page 1
Columbia Renaissance Square Senior Apartments Rev.09.25.2019
1) In compliance with the maximum per unit subsidy amount rules at 24 CFR Part
92.250(a) and the minimum amount of assistance rules at 24 CFR Part 92.205(c), the number of
units in the Project which have been designated by Owner and approved by the City as subject to
all occupancy, rent, and affordability requirements contained in the HOME Regulations shall
consist of 12 units of the 120 total residential units in the Project("HOME Units")
2) The HOME Units rented or available for rent to households whose annual
incomes do not exceed 80% of area median income ("AMI"), as set annually by HUD with
adjustments for family size ("High HOME Eligible Tenants"), shall be 9 units ("High HOME
Units"). The number of HOME Units rented or available for rent to families whose annual
incomes do not exceed 50% percent of AMI ("Low HOME Eligible Tenants") shall be 3 units
("Low HOME Units") The HOME Units can be designated as either High HOME Units or Low
HOME Units. The HOME Units are floating.
3) Owner hereby acknowledges and agrees that the Project is to be owned, managed
and operated as a rental housing project for affordable housing as set forth in 24 CFR Part 92.252
and, that the HOME Units must be occupied only by HOME Eligible Households as defined in
the HOME Contract and must also meet the following requirements to qualify as affordable
housing and will be subject to the following restrictions and covenants:
a. High HOME Rents. The maximum HOME rents are the lesser of:
(I) the fair market rent for existing housing for comparable units in the
area as established by HUD under 24 CFR Part 888.111; or
(2) a rent that does not exceed 30% of the adjusted income of a family
whose annual income equals 65% of AMI with applicable adjustment for the
bedroom size of the relevant housing unit. High Home Rent may not exceed the
maximum rent limitations established by HUD minus utility allowances. For the
purposes of these Deed Restrictions, "utility allowances" are those monthly
allowances for utilities (excluding telephone) adopted by City in accordance with
the HOME Regulations and HUD guidance, as more particularly described in the
HOME Contract.
b. Low HOME Rents. Rents for Low HOME Units must meet one of the
following rent requirements:
(1) the rent does not exceed 30% of the annual income of a family at
50% of AMI adjusted for family size. Low Home Rent may not exceed the
maximum rent limitations established by HUD minus utility allowances.
However, if the rent determined under this paragraph is higher than the applicable
rent under (a) of this section, then the maximum rent for HOME Units under this
paragraph is that calculated under paragraph(a); or
(2) the rent does not exceed 30% of the family's adjusted income. If
the family receives Federal or Texas project-based rental subsidy and the very
DEED RESTRICTIONS-HOME Page 2
Columbia Renaissance Square Senior Apartments Rev.09.25.2019
low-income family pays as a contribution toward rent not more than 30% of the
family's adjusted income, then the maximum rent (tenant contribution plus
project-based rental subsidy) is the rent allowable under the Federal or Texas
project-based rental subsidy program.
C. The Owner will not refuse to lease a HOME Unit to a certificate or
voucher holder under 24 CFR Part 982 (Section 8 Tenant-Based Assistance: Unified Rule
for Tenant-Based Assistance under the Section 8 Rental Certificate Program and the
Section 8 Rental Voucher Program) or to the holder of a comparable document
evidencing participation in a HOME tenant-based rental assistance program because of
the status of the prospective tenant as a holder of such certificate, voucher, or comparable
HOME tenant-based assistance document.
4) Initial Rent Schedule and Utility Allowances. Owner must verify that all tenants
of HOME Units are HOME Eligible Households with full Tenant Documentation at the time the
initial lease for a HOME Unit is executed as more particularly described in the HOME Contract.
Tenants must certify the number of people in tenant's household along with such person's names
and ages. Owner shall obtain financial information on all members of a tenant's household.
5) Tenant Income. Owner must use the definition of annual income used by 24 CFR
Part 65.609 to establish tenant income eligibility and shall use the most current HUD Income
Guidelines. Owner must verify that all tenants of HOME Units are HOME Eligible Households
with full Tenant Documentation as more particularly described in the HOME Contract. Owner
must verify the income of the tenants of the HOME Units annually after the initial lease is
executed, but may use a City-approved tenant self-certification form as Tenant Documentation.
Notwithstanding the foregoing, Owner must verify the income eligibility of all HOME Eligible
Households with full Tenant Documentation every 6th year of the Affordability Period. Owner
must maintain copies of Tenant Documentation as required under the HOME Contract. In the
event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, Owner
shall have 30 days to determine if a market rate tenant qualifies as a HOME Eligible Household
or fill an empty market rate unit with a HOME Eligible Household.
6) Tenant Lease and Tenant Selection. Owner's lease for the HOME Units shall
comply with 24 CFR Part 92.253 as more particularly described in the HOME Contract.
Owner's tenant selection policy and criteria shall be consistent with the purpose of providing
housing in accordance with the HOME Regulations including addressing non—discrimination and
affirmative marketing as more particularly set out in the HOME Contract.
7) The Project shall be maintained to and fully comply with all City codes and
federal Housing Quality Standards.
8) The Affordability Period for the Project is 20 years ("Affordability Period") as
more particularly described in the HOME Contract. The Affordability Period begins on the date
that the project status is changed to "complete" in IDIS, HUD's project tracking system.
9) The preceding use restriction and Affordability Period (i) shall run with the land,
DEED RESTRICTIONS-HOME Page 3
Columbia Renaissance Square Senior Apartments Rev.09.25.2019
(ii) shall be binding upon the Owner and Owner's heirs, personal representatives, successors and
assigns, and (iii) shall be enforceable by actions at law or in equity by the City, its successors and
assigns and/or one or more third-party beneficiaries. For the purpose of these Deed Restrictions,
a third-party beneficiary shall be any member of a HOME Eligible Household as defined in the
HOME Contract. Owner hereby subjects the Project(including the Project site)to the covenants,
reservations and restrictions set forth in these Deed Restrictions and Owner hereby declares its
express intent that the covenants, reservations and restrictions set forth herein shall, be deemed
covenants running with the land and shall, pass to and be binding upon Owner's successors in
title to the Project. Each and every contract, deed or other instrument hereafter executed
covering or conveying the Project or any portion thereof shall conclusively be held to have been
executed, delivered and accepted subject to such covenants, reservations and restrictions as set
forth in such contract, deed or other instruments.
10) Owner hereby agrees to execute further documentation required by the City or
HUD which may be necessary to cause these Deed Restrictions to comply with the laws,
ordinances and/or regulations referenced herein or in the HOME Contract (or any other
applicable laws that supplement, amend, restate, replace or otherwise pertain to such laws,
ordinances and/or regulations).
11) Sale or Transfer of the Land or Project. Until the termination of these Deed
Restrictions, Owner hereby covenants and agrees not to sell, transfer or otherwise dispose of any
portion of the real property or Project, without obtaining the prior written consent of the City.
Any transfer or disposition of the real property or the Project without the written agreement of
the City, in a form as will meet the requirements of a conveyance of real property in Texas, shall
be null, void and without effect, shall cause a reversion of title to Owner and shall be ineffective
to relieve Owner of its obligations under this document.
12) Owner and City hereby declare their understanding and intent that the covenants,
reservations and restrictions set forth herein directly benefit the real property.
13) Default; Remedies. City shall declare an "Event of Default" to have occurred
hereunder if City becomes aware or is notified in writing of a default in the performance or
observance of any covenant, agreement or obligation of Owner set forth in these Deed
Restrictions, and if such default remains uncured for a period of 60 days after written notice of
such default shall have been given by City to Owner.
In the event of any action at law or suit in equity by one party to these Deed Restrictions
against another party with respect to these Deed Restrictions, the party prevailing in such action
shall receive from the other party and the other party shall pay to the prevailing party, in addition
to all other sums which may be payable to the prevailing party as a result of such action, a
reasonable sum for the prevailing party's attorneys' fees and costs and other expenses of such
action or suit.
No failure to exercise and no delay in exercising any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any other or further
exercise thereof, or the exercise of any other right. The rights and remedies herein provided shall
DEED RESTRICTIONS-HOME Page 4
Columbia Renaissance Square Senior Apartments Rev.09.25.2019
be in addition to all other rights or remedies provided by law. No modification or waiver of any
provision of these Deed Restrictions, or consent to departure here from, shall be effective unless
in writing and signed by the parties and no such modification, consent, or waiver shall extend
beyond the particular case and purpose involved. No notice or demand given in any case shall
constitute a waiver of the right to take other action in the same, similar or other instances without
such notice or demand.
14) Owner shall cause this document, and all amendments and supplements hereto
and thereto, to be recorded and filed in the real property records of Tarrant County and in such
other places as City may reasonably request. Owner shall pay all fees and charges incurred in
connection with any such recording.
15) These Deed Restrictions shall be governed by the laws of the State of Texas.
16) Headings and titles herein are for convenience only and shall not influence any
construction or interpretation.
17) If any provision of these Deed Restrictions shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not
in any way be affected or impaired thereby.
18) All terms not defined herein shall have the meaning proscribed to them in the
HOME Contract. If any provision of these Deed Restrictions conflicts with any provision
of the HOME Contract, the provisions of the HOME Contract will govern to the extent of
the conflict.
[Signature Pages to Follow]
DEED RESTRICTIONS-HOME Page 5
Columbia Renaissance Square Senior Apartments Rev.09.25.2019
IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authorized representatives, all on the date first written hereinabove.
OWNER:
COLUMBIA RENAISSANCE SQUARE II, L.P., a Texas
limited partnership
By: Columbia Renaissance Square Partners II, LLC, a
Georgia limited liability company, its General Partner
By:
Name: James S. Grauley
Title: President
Date:
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 2019, on behalf of
Columbia Renaissance Square II, LP, a Texas limited partnership, by James S. Grauley,President
of Columbia Renaissance Square Partners II, LLC, a Georgia limited liability company, its
General Partner.
Notary Public, State of Texas
[Signatures Pages Continue]
DEED RESTRICTIONS-HOME Page 6
Columbia Renaissance Square Senior Apartments Rev.09.25.2019
IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authorized representatives, all on the date first written hereinabove.
ATTEST: CITY OF FORT WORTH
By:
City Secretary Fernando Costa,Assistant City Manager
M&C G-19056 Dated August 1, 2017 Date:
M&C G-19229 Dated February 13,2018
M&C C-29103 Dated May 7, 2019
Form 1295: 2019-478155
APPROVED AS TO FORM AND LEGALITY:
Jessica Sangsvang, Senior Assistant City Attorney
STATE OF TEXAS §
COUNTY OF TARRANT §
1. This instrument was acknowledged before me on September _, 2019, by
Fernando Costa, Assistant City Manager of the City of Fort Worth, on behalf of the City of Fort
Worth.
Notary Public
DEED RESTRICTIONS-HOME Page 7
Columbia Renaissance Square Senior Apartments Rev.09.25.2019
EXHIBIT "A"
Legal Description
DEED RESTRICTIONS-HOME Page 8
Columbia Renaissance Square Senior Apartments Rev.09.25.2019
EXHIBIT "M"
VAWA FORMS
COLUMBIA RENAISSANCE SQUARE II, L.P.
• Notice of Occupancy Rights under the Violence Against Women Act
• Model Emergency Transfer Plan for Victims of Domestic Violence,Dating Violence, Sexual
Assault, or Stalking
• Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence, Sexual
Assault, or Stalking
• Certification of Domestic Violence, Dating Violence, Sexual Assault, or Stalking and Alternate
Documentation
• Lease Addendum
Where permitted by federal regulations, Developer may use its own forms so long as they meet the
requirements of the VAWA and its accompanying regulations. Developer is responsible for ensuring that
the proper forms and required actions are taken in compliance with VAWA and any applicable
regulations, and acknowledges that it is solely responsible for using the appropriate forms as they may be
changed from time to time.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 26
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
NOTICE OF OCCUPANCY RIGHTS UNDER U.S.Department of Housing and Urban Development
THE VIOLENCE AGAINST WOMEN ACT OMB Approval No.2577-0286
Expires 06/30/2017
[Columbia Renaissance Square II,L.P.']
Notice of Occupancy Rights under the Violence Against Women A&
To all Tenants and Applicants
The Violence Against Women Act(VAWA)provides protections for victims of domestic
violence, dating violence, sexual assault, or stalking. VAWA protections are not only available
to women, but are available equally to all individuals regardless of sex, gender identity, or sexual
orientation.3 The U.S. Department of Housing and Urban Development(HUD) is the Federal
agency that oversees that [insert name of program or rental assistance] is in compliance with
VAWA. This notice explains your rights under VAWA. A HUD-approved certification form is
attached to this notice. You can fill out this form to show that you are or have been a victim of
domestic violence, dating violence, sexual assault, or stalking, and that you wish to use your
rights under VAWA."
Protections for Applicants
If you otherwise qualify for assistance under [insert name of program or rental assistancel,
you cannot be denied admission or denied assistance because you are or have been a victim of
domestic violence, dating violence, sexual assault, or stalking.
Protections for Tenants
' The notice uses HP for housing provider but the housing provider should insert its name where HP is used.
HUD's program-specific regulations identify the individual or entity responsible for providing the notice of
occupancy rights.
z Despite the name of this law,VAWA protection is available regardless of sex,gender identity,or sexual
orientation.
s Housing providers cannot discriminate on the basis of any protected characteristic,including race,color,national
origin,religion,sex,familial status,disability,or age. HUD-assisted and HUD-insured housing must be made
available to all otherwise eligible individuals regardless of actual or perceived sexual orientation,gender identity,or
marital status.
Form HUD-5380
(06/2017)
2
If you are receiving assistance under [insert name of program or rental assistance], you may
not be denied assistance,terminated from participation, or be evicted from your rental housing
because you are or have been a victim of domestic violence, dating violence, sexual assault, or
stalking.
Also, if you or an affiliated individual of yours is or has been the victim of domestic violence,
dating violence, sexual assault, or stalking by a member of your household or any guest, you
may not be denied rental assistance or occupancy rights under [insert name of program or
rental assistance] solely on the basis of criminal activity directly relating to that domestic
violence, dating violence, sexual assault, or stalking.
Affiliated individual means your spouse,parent, brother, sister, or child, or a person to whom
you stand in the place of a parent or guardian (for example,the affiliated individual is in your
care, custody, or control); or any individual,tenant, or lawful occupant living in your household.
Removing the Abuser or Perpetrator from the Household
HP may divide (bifurcate)your lease in order to evict the individual or terminate the assistance
of the individual who has engaged in criminal activity(the abuser or perpetrator) directly relating
to domestic violence, dating violence, sexual assault,or stalking.
If HP chooses to remove the abuser or perpetrator, HP may not take away the rights of eligible
tenants to the unit or otherwise punish the remaining tenants. If the evicted abuser or perpetrator
was the sole tenant to have established eligibility for assistance under the program, HP must
allow the tenant who is or has been a victim and other household members to remain in the unit
for a period of time, in order to establish eligibility under the program or under another HUD
housing program covered by VAWA, or, find alternative housing.
Form HUD-5380
(06/2017)
3
In removing the abuser or perpetrator from the household, HP must follow Federal, State, and
local eviction procedures. In order to divide a lease, HP may, but is not required to, ask you for
documentation or certification of the incidences of domestic violence, dating violence, sexual
assault, or stalking.
Moving to Another Unit
Upon your request, HP may permit you to move to another unit, subject to the availability of
other units, and still keep your assistance. In order to approve a request, HP may ask you to
provide documentation that you are requesting to move because of an incidence of domestic
violence, dating violence, sexual assault, or stalking. If the request is a request for emergency
transfer,the housing provider may ask you to submit a written request or fill out a form where
you certify that you meet the criteria for an emergency transfer under VAWA. The criteria are:
(1) You are a victim of domestic violence, dating violence, sexual assault, or
stalking. If your housing provider does not already have documentation that you
are a victim of domestic violence, dating violence, sexual assault, or stalking, your
housing provider may ask you for such documentation, as described in the
documentation section below.
(2) You expressly request the emergency transfer. Your housing provider may
choose to require that you submit a form, or may accept another written or oral
request.
(3) You reasonably believe you are threatened with imminent harm from
further violence if you remain in your current unit. This means you have a
reason to fear that if you do not receive a transfer you would suffer violence in the
very near future.
Form HUD-5380
(06/2017)
4
OR
You are a victim of sexual assault and the assault occurred on the premises
during the 90-calendar-day period before you request a transfer. If you are a
victim of sexual assault, then in addition to qualifying for an emergency transfer
because you reasonably believe you are threatened with imminent harm from
further violence if you remain in your unit, you may qualify for an emergency
transfer if the sexual assault occurred on the premises of the property from which
you are seeking your transfer,and that assault happened within the 90-calendar-day
period before you expressly request the transfer.
HP will keep confidential requests for emergency transfers by victims of domestic violence,
dating violence, sexual assault,or stalking, and the location of any move by such victims and
their families.
HP's emergency transfer plan provides further information on emergency transfers, and HP must
make a copy of its emergency transfer plan available to you if you ask to see it.
Documenting You Are or Have Been a Victim of Domestic Violence,Dating Violence,
Sexual Assault or Stalking
HP can, but is not required to, ask you to provide documentation to "certify"that you are or have
been a victim of domestic violence, dating violence, sexual assault, or stalking. Such request
from HP must be in writing, and HP must give you at least 14 business days(Saturdays,
Sundays,and Federal holidays do not count) from the day you receive the request to provide the
documentation. HP may, but does not have to, extend the deadline for the submission of
documentation upon your request.
Form HUD-5380
(06/2017)
5
You can provide one of the following to HP as documentation. It is your choice which of the
following to submit if HP asks you to provide documentation that you are or have been a victim
of domestic violence, dating violence, sexual assault, or stalking.
• A complete HUD-approved certification form given to you by HP with this notice,that
documents an incident of domestic violence, dating violence, sexual assault, or stalking.
The form will ask for your name,the date,time, and location of the incident of domestic
violence, dating violence, sexual assault, or stalking, and a description of the incident.
The certification form provides for including the name of the abuser or perpetrator if the
name of the abuser or perpetrator is known and is safe to provide.
• A record of a Federal, State,tribal,territorial,or local law enforcement agency,court, or
administrative agency that documents the incident of domestic violence, dating violence,
sexual assault, or stalking. Examples of such records include police reports,protective
orders, and restraining orders, among others.
• A statement, which you must sign,along with the signature of an employee, agent, or
volunteer of a victim service provider, an attorney, a medical professional or a mental
health professional (collectively, "professional") from whom you sought assistance in
addressing domestic violence, dating violence, sexual assault, or stalking, or the effects of
abuse, and with the professional selected by you attesting under penalty of perjury that he
or she believes that the incident or incidents of domestic violence, dating violence, sexual
assault, or stalking are grounds for protection.
• Any other statement or evidence that HP has agreed to accept.
If you fail or refuse to provide one of these documents within the 14 business days, HP does not
have to provide you with the protections contained in this notice.
Form HUD-5380
(06/2017)
6
If HP receives conflicting evidence that an incident of domestic violence, dating violence, sexual
assault, or stalking has been committed (such as certification forms from two or more members
of a household each claiming to be a victim and naming one or more of the other petitioning
household members as the abuser or perpetrator), HP has the right to request that you provide
third-party documentation within thirty 30 calendar days in order to resolve the conflict. If you
fail or refuse to provide third-party documentation where there is conflicting evidence, HP does
not have to provide you with the protections contained in this notice.
Confidentiality
HP must keep confidential any information you provide related to the exercise of your rights
under VAWA, including the fact that you are exercising your rights under VAWA.
HP must not allow any individual administering assistance or other services on behalf of HP (for
example, employees and contractors)to have access to confidential information unless for
reasons that specifically call for these individuals to have access to this information under
applicable Federal, State, or local law.
HP must not enter your information into any shared database or disclose your information to any
other entity or individual. HP, however, may disclose the information provided if:
• You give written permission to HP to release the information on a time limited basis.
• HP needs to use the information in an eviction or termination proceeding, such as to evict
your abuser or perpetrator or terminate your abuser or perpetrator from assistance under
this program.
• A law requires HP or your landlord to release the information.
Form HUD-5380
(06/2017)
7
VAWA does not limit HP's duty to honor court orders about access to or control of the property.
This includes orders issued to protect a victim and orders dividing property among household
members in cases where a family breaks up.
Reasons a Tenant Eligible for Occupancy Rights under VAWA May Be Evicted or
Assistance May Be Terminated
You can be evicted and your assistance can be terminated for serious or repeated lease violations
that are not related to domestic violence, dating violence, sexual assault, or stalking committed
against you. However, HP cannot hold tenants who have been victims of domestic violence,
dating violence, sexual assault,or stalking to a more demanding set of rules than it applies to
tenants who have not been victims of domestic violence, dating violence, sexual assault,or
stalking.
The protections described in this notice might not apply, and you could be evicted and your
assistance terminated, if HP can demonstrate that not evicting you or terminating your assistance
would present a real physical danger that:
1) Would occur within an immediate time frame, and
2) Could result in death or serious bodily harm to other tenants or those who work on the
property.
If HP can demonstrate the above, HP should only terminate your assistance or evict you if there
are no other actions that could be taken to reduce or eliminate the threat.
Other Laws
VAWA does not replace any Federal, State, or local law that provides greater protection for
victims of domestic violence, dating violence, sexual assault, or stalking. You may be entitled to
Form HUD-5380
(06/2017)
8
additional housing protections for victims of domestic violence, dating violence, sexual assault,
or stalking under other Federal laws, as well as under State and local laws.
Non-Compliance with The Requirements of This Notice
You may report a covered housing provider's violations of these rights and seek additional
assistance, if needed, by contacting or filing a complaint with [insert contact information for
any intermediary,if applicable] or [insert HUD field office].
For Additional Information
You may view a copy of HUD's final VAWA rule at [insert Federal Register link].
Additionally, HP must make a copy of HUD's VAWA regulations available to you if you ask to
see them.
For questions regarding VAWA,please contact [insert name of program or rental assistance
contact information able to answer questions on VAWAI.
For help regarding an abusive relationship,you may call the National Domestic Violence Hotline
at 1-800-799-7233 or, for persons with hearing impairments, 1-800-787-3224 (TTY). You may
also contact [Insert contact information for relevant local organizations].
For tenants who are or have been victims of stalking seeking help may visit the National Center
for Victims of Crime's Stalking Resource Center at https://www.victimsofcrime.org/our-
programs/stalking-resource-center.
For help regarding sexual assault, you may contact [Insert contact information for relevant
organizations]
Victims of stalking seeking help may contact [Insert contact information for relevant
organizations].
Attachment: Certification form HUD-XXXXX [form approved for this program to be
included]
Form HUD-5380
(06/2017)
MODEL EMERGENCY TRANSFER PLAN FOR U.S.Department of Housing and Urban Development
VICTIMS OF DOMESTIC VIOLENCE,DATING OMB Approval No.2577-0286
VIOLECE,SEXUAL ASSAULT,OR STALKING Expires 06/30/2017
[Columbia Renaissance Square II,L.P.]
Model Emergency Transfer Plan for Victims of Domestic Violence,Dating Violence,
Sexual Assault,or Stalking
Emergency Transfers
[Insert name of covered housing provider(acronym HP for purposes of this model plan)1 is
concerned about the safety of its tenants, and such concern extends to tenants who are victims of
domestic violence, dating violence, sexual assault, or stalking. In accordance with the Violence
Against Women Act(VAWA),l HP allows tenants who are victims of domestic violence, dating
violence, sexual assault, or stalking to request an emergency transfer from the tenant's current
unit to another unit. The ability to request a transfer is available regardless of sex,gender
identity, or sexual orientation.2 The ability of HP to honor such request for tenants currently
receiving assistance,however, may depend upon a preliminary determination that the tenant is or
has been a victim of domestic violence, dating violence, sexual assault, or stalking, and on
whether HP has another dwelling unit that is available and is safe to offer the tenant for
temporary or more permanent occupancy.
This plan identifies tenants who are eligible for an emergency transfer,the documentation
needed to request an emergency transfer, confidentiality protections, how an emergency transfer
may occur, and guidance to tenants on safety and security. This plan is based on a model
'Despite the name of this law,VAWA protection is available to all victims of domestic violence,dating violence,
sexual assault,and stalking,regardless of sex,gender identity,or sexual orientation.
2 Housing providers cannot discriminate on the basis of any protected characteristic,including race,color,national
origin,religion,sex,familial status,disability,or age. HUD-assisted and HUD-insured housing must be made
available to all otherwise eligible individuals regardless of actual or perceived sexual orientation,gender identity,or
marital status.
Form HUD-5381
(06/2017)
2
emergency transfer plan published by the U.S. Department of Housing and Urban Development
(HUD),the Federal agency that oversees that [insert name of program or rental assistance
here] is in compliance with VAWA.
Eligibility for Emergency Transfers
A tenant who is a victim of domestic violence, dating violence, sexual assault, or stalking, as
provided in HUD's regulations at 24 CFR part 5, subpart L is eligible for an emergency transfer,
if:the tenant reasonably believes that there is a threat of imminent harm from further violence if
the tenant remains within the same unit. If the tenant is a victim of sexual assault,the tenant may
also be eligible to transfer if the sexual assault occurred on the premises within the 90-calendar-
day period preceding a request for an emergency transfer.
A tenant requesting an emergency transfer must expressly request the transfer in accordance with
the procedures described in this plan.
Tenants who are not in good standing may still request an emergency transfer if they meet the
eligibility requirements in this section.
Emergency Transfer Request Documentation
To request an emergency transfer,the tenant shall notify HP's management office and submit a
written request for a transfer to [HP to insert location]. HP will provide reasonable
accommodations to this policy for individuals with disabilities. The tenant's written request for
an emergency transfer should include either:
1. A statement expressing that the tenant reasonably believes that there is a threat of
imminent harm from further violence if the tenant were to remain in the same dwelling
unit assisted under HP's program; OR
Form HUD-5381
(06/2017)
3
2. A statement that the tenant was a sexual assault victim and that the sexual assault
occurred on the premises during the 90-calendar-day period preceding the tenant's
request for an emergency transfer.
Confidentiality
HP will keep confidential any information that the tenant submits in requesting an emergency
transfer, and information about the emergency transfer, unless the tenant gives HP written
permission to release the information on a time limited basis, or disclosure of the information is
required by law or required for use in an eviction proceeding or hearing regarding termination of
assistance from the covered program. This includes keeping confidential the new location of the
dwelling unit of the tenant, if one is provided, from the person(s)that committed an act(s) of
domestic violence, dating violence, sexual assault,or stalking against the tenant. See the Notice
of Occupancy Rights under the Violence Against Women Act For All Tenants for more
information about HP's responsibility to maintain the confidentiality of information related to
incidents of domestic violence,dating violence, sexual assault, or stalking.
Emergency Transfer Timing and Availability
HP cannot guarantee that a transfer request will be approved or how long it will take to process a
transfer request. HP will, however, act as quickly as possible to move a tenant who is a victim of
domestic violence, dating violence, sexual assault, or stalking to another unit, subject to
availability and safety of a unit. If a tenant reasonably believes a proposed transfer would not be
safe,the tenant may request a transfer to a different unit. If a unit is available,the transferred
tenant must agree to abide by the terms and conditions that govern occupancy in the unit to
which the tenant has been transferred. HP may be unable to transfer a tenant to a particular unit
if the tenant has not or cannot establish eligibility for that unit.
Form HUD-5381
(06/2017)
4
If HP has no safe and available units for which a tenant who needs an emergency is eligible, HP
will assist the tenant in identifying other housing providers who may have safe and available
units to which the tenant could move. At the tenant's request, HP will also assist tenants in
contacting the local organizations offering assistance to victims of domestic violence, dating
violence, sexual assault, or stalking that are attached to this plan.
Safety and Security of Tenants
Pending processing of the transfer and the actual transfer, if it is approved and occurs, the tenant
is urged to take all reasonable precautions to be safe.
Tenants who are or have been victims of domestic violence are encouraged to contact the
National Domestic Violence Hotline at 1-800-799-7233, or a local domestic violence shelter, for
assistance in creating a safety plan. For persons with hearing impairments,that hotline can be
accessed by calling 1-800-787-3224 (TTY).
Tenants who have been victims of sexual assault may call the Rape, Abuse & Incest National
Network's National Sexual Assault Hotline at 800-656-HOPE, or visit the online hotline at
https:Hohl.rainn.org/online/.
Tenants who are or have been victims of stalking seeking help may visit the National Center for
Victims of Crime's Stalking Resource Center at https://www.victimsofcrime.org/our-
programs/stalking-resource-center.
Attachment: Local organizations offering assistance to victims of domestic violence, dating
violence, sexual assault, or stalking.
Form HUD-5381
(06/2017)
EMERGENCY TRANSFER U.S.Department of Housing OMB Approval No.2577-0286
REQUEST FOR CERTAIN and Urban Development Exp.06/30/2017
VICTIMS OF DOMESTIC
VIOLENCE,DATING VIOLENCE,
SEXUAL ASSAULT,OR STALKING
Purpose of Form: If you are a victim of domestic violence,dating violence, sexual assault,or stalking,
and you are seeking an emergency transfer,you may use this form to request an emergency transfer and
certify that you meet the requirements of eligibility for an emergency transfer under the Violence Against
Women Act(VAWA). Although the statutory name references women, VAWA rights and protections
apply to all victims of domestic violence, dating violence,sexual assault or stalking.Using this form does
not necessarily mean that you will receive an emergency transfer. See your housing provider's
emergency transfer plan for more information about the availability of emergency transfers.
The requirements you must meet are:
(1)You are a victim of domestic violence,dating violence,sexual assault,or stalking.
If your housing provider does not already have documentation that you are a victim of
domestic violence,dating violence,sexual assault,or stalking,your housing provider may
ask you for such documentation. In response, you may submit Form HUD-5382, or any
one of the other types of documentation listed on that Form.
(2) You expressly request the emergency transfer. Submission of this form confirms
that you have expressly requested a transfer. Your housing provider may choose to require
that you submit this form, or may accept another written or oral request. Please see your
housing provider's emergency transfer plan for more details.
(3) You reasonably believe you are threatened with imminent harm from further
violence if you remain in your current unit. This means you have a reason to fear that
if you do not receive a transfer you would suffer violence in the very near future.
OR
You are a victim of sexual assault and the assault occurred on the premises during
the 90-calendar-day period before you request a transfer. If you are a victim of sexual
assault, then in addition to qualifying for an emergency transfer because you reasonably
believe you are threatened with imminent harm from further violence if you remain in your
unit, you may qualify for an emergency transfer if the sexual assault occurred on the
premises of the property from which you are seeking your transfer, and that assault
happened within the 90-calendar-day period before you submit this form or otherwise
expressly request the transfer.
Submission of Documentation: If you have third-party documentation that demonstrates why you are
eligible for an emergency transfer,you should submit that documentation to your housing provider if it is
safe for you to do so. Examples of third party documentation include, but are not limited to: a letter or
other documentation from a victim service provider,social worker, legal assistance provider,pastoral
counselor,mental health provider,or other professional from whom you have sought assistance;a current
restraining order;a recent court order or other court records; a law enforcement report or records;
communication records from the perpetrator of the violence or family members or friends of the
perpetrator of the violence,including emails,voicemails,text messages, and social media posts.
Form HUD-5383
(06/2017)
2
Confidentiality: All information provided to your housing provider concerning the incident(s)of
domestic violence,dating violence,sexual assault,or stalking,and concerning your request for an
emergency transfer shall be kept confidential. Such details shall not be entered into any shared database.
Employees of your housing provider are not to have access to these details unless to grant or deny VAWA
protections or an emergency transfer to you. Such employees may not disclose this information to any
other entity or individual,except to the extent that disclosure is: (i)consented to by you in writing in a
time-limited release;(ii)required for use in an eviction proceeding or hearing regarding termination of
assistance; or(iii)otherwise required by applicable law.
TO BE COMPLETED BY OR ON BEHALF OF THE PERSON REQUESTING A TRANSFER
1. Name of victim requesting an emergency transfer:
2. Your name(if different from victim's)
3. Name(s)of other family member(s)listed on the lease:
4. Name(s)of other family member(s)who would transfer with the victim:
5. Address of location from which the victim seeks to transfer:
6. Address or phone number for contacting the victim:
7. Name of the accused perpetrator(if known and can be safely disclosed):
8. Relationship of the accused perpetrator to the victim:
9. Date(s),Time(s)and location(s)of incident(s):
10. Is the person requesting the transfer a victim of a sexual assault that occurred in the past 90
days on the premises of the property from which the victim is seeking a transfer? If yes,skip
question 11. If no,fill out question 11.
11. Describe why the victim believes they are threatened with imminent harm from further
violence if they remain in their current unit.
12. If voluntarily provided,list any third-party documentation you are providing along with this
notice:
This is to certify that the information provided on this form is true and correct to the best of my knowledge,
and that the individual named above in Item 1 meets the requirement laid out on this form for an emergency
transfer. I acknowledge that submission of false information could jeopardize program eligibility and could
be the basis for denial of admission,termination of assistance,or eviction.
Signature Signed on(Date)
Form HUD-5383
(06/2017)
CERTIFICATION OF U.S.Department of Housing OMB Approval No.2577-0286
DOMESTIC VIOLENCE, and Urban Development Exp.06/30/2017
DATING VIOLENCE,
SEXUAL ASSAULT,OR STALKING,
AND ALTERNATE DOCUMENTATION
Purpose of Form: The Violence Against Women Act("VAWA")protects applicants,tenants,and
program participants in certain HUD programs from being evicted,denied housing assistance,or
terminated from housing assistance based on acts of domestic violence,dating violence,sexual assault,or
stalking against them. Despite the name of this law,VAWA protection is available to victims of domestic
violence,dating violence,sexual assault,and stalking,regardless of sex,gender identity,or sexual
orientation.
Use of This Optional Form: If you are seeking VAWA protections from your housing provider,your
housing provider may give you a written request that asks you to submit documentation about the incident
or incidents of domestic violence, dating violence,sexual assault,or stalking.
In response to this request,you or someone on your behalf may complete this optional form and submit it
to your housing provider, or you may submit one of the following types of third-party documentation:
(1)A document signed by you and an employee,agent,or volunteer of a victim service provider,an
attorney, or medical professional,or a mental health professional(collectively,"professional")from
whom you have sought assistance relating to domestic violence,dating violence,sexual assault,or
stalking,or the effects of abuse. The document must specify, under penalty of perjury,that the
professional believes the incident or incidents of domestic violence,dating violence, sexual assault,or
stalking occurred and meet the definition of"domestic violence,""dating violence,""sexual assault,"or
"stalking"in HUD's regulations at 24 CFR 5.2003.
(2)A record of a Federal, State,tribal,territorial or local law enforcement agency,court,or
administrative agency; or
(3)At the discretion of the housing provider,a statement or other evidence provided by the applicant or
tenant.
Submission of Documentation: The time period to submit documentation is 14 business days from the
date that you receive a written request from your housing provider asking that you provide documentation
of the occurrence of domestic violence,dating violence, sexual assault,or stalking. Your housing
provider may,but is not required to, extend the time period to submit the documentation,if you request an
extension of the time period. If the requested information is not received within 14 business days of when
you received the request for the documentation, or any extension of the date provided by your housing
provider,your housing provider does not need to grant you any of the VAWA protections. Distribution or
issuance of this form does not serve as a written request for certification.
Confidentiality: All information provided to your housing provider concerning the incident(s)of
domestic violence,dating violence,sexual assault,or stalking shall be kept confidential and such details
shall not be entered into any shared database. Employees of your housing provider are not to have access
to these details unless to grant or deny VAWA protections to you,and such employees may not disclose
this information to any other entity or individual, except to the extent that disclosure is: (i)consented to
by you in writing in a time-limited release;(ii)required for use in an eviction proceeding or hearing
regarding termination of assistance;or(iii)otherwise required by applicable law.
Form HUD-5382
(06/2017)
2
TO BE COMPLETED BY OR ON BEHALF OF THE VICTIM OF DOMESTIC VIOLENCE,
DATING VIOLENCE, SEXUAL ASSAULT, OR STALKING
1. Date the written request is received by victim:
2. Name of victim:
3. Your name(if different from victim's):
4. Name(s)of other family member(s)listed on the lease:
5. Residence of victim:
6. Name of the accused perpetrator(if known and can be safely disclosed):
7. Relationship of the accused perpetrator to the victim:
8. Date(s)and times(s)of incident(s)(if known):
10. Location of incident(s):
In your own words,briefly describe the incident(s):
This is to certify that the information provided on this form is true and correct to the best of my knowledge
and recollection,and that the individual named above in Item 2 is or has been a victim of domestic violence,
dating violence, sexual assault, or stalking. I acknowledge that submission of false information could
jeopardize program eligibility and could be the basis for denial of admission,termination of assistance, or
eviction.
Signature Signed on(Date)
Public Reporting Burden: The public reporting burden for this collection of information is estimated to
average 1 hour per response. This includes the time for collecting,reviewing, and reporting the data. The
information provided is to be used by the housing provider to request certification that the applicant or
tenant is a victim of domestic violence,dating violence,sexual assault, or stalking. The information is
subject to the confidentiality requirements of VAWA.This agency may not collect this information,and
you are not required to complete this form,unless it displays a currently valid Office of Management and
Budget control number.
Form HUD-5382
(06/2017)
VIOLENCE,DATING VIOLENCE U.S. Department of Housing OMB Approval No.2502-0204
OR STALKING and Urban Development Exp.6/30/2017
Office of Housing
LEASE ADDENDUM
VIOLENCE AGAINST WOMEN AND JUSTICE DEPARTMENT REAUTHORIZATION ACT OF 2005
TENANT LANDLORD UNIT NO. &ADDRESS
COLUMBIA RENAISSANCE SQUARE II,L.P.
This lease addendum adds the following paragraphs to the Lease between the above referenced
Tenant and Landlord.
Purpose of the Addendum
The lease for the above referenced unit is being amended to include the provisions of the
Violence Against Women and Justice Department Reauthorization Act of 2005 (VAWA).
Conflicts with Other Provisions of the Lease
In case of any conflict between the provisions of this Addendum and other sections of the Lease,
the provisions of this Addendum shall prevail.
Term of the Lease Addendum
The effective date of this Lease Addendum is This Lease Addendum shall
continue to be in effect until the Lease is terminated.
VAWA Protections
1. The Landlord may not consider incidents of domestic violence, dating violence or stalking as
serious or repeated violations of the lease or other"good cause" for termination of assistance,
tenancy or occupancy rights of the victim of abuse.
2. The Landlord may not consider criminal activity directly relating to abuse, engaged in by a
member of a tenant's household or any guest or other person under the tenant's control, cause
for termination of assistance, tenancy, or occupancy rights if the tenant or an immediate
member of the tenant's family is the victim or threatened victim of that abuse.
3. The Landlord may request in writing that the victim, or a family member on the victim's
behalf, certify that the individual is a victim of abuse and that the Certification of Domestic
Violence, Dating Violence or Stalking, Form HUD-91066, or other documentation as noted
on the certification form, be completed and submitted within 14 business days, or an agreed
upon extension date, to receive protection under the VAWA. Failure to provide the
certification or other supporting documentation within the specified timeframe may result in
eviction.
Tenant Date
Landlord Date
Form HUD-91067
(9/2008)
EXHIBIT "N"
HOME REQUIREMENTS
Columbia Renaissance Square Senior Apartments
Owner shall ensure that the Manager receives a copy of the HOME Contract which enforces the HOME
Regulations. Below is an outline of the HOME Requirements that the Manager will be responsible for while
managing the HOME Units in the Apartment Complex. Some of the Capitalized terms not defined herein shall
have meanings assigned them in the HOME Contract.
1. Manager acknowledges that the Apartment Complex operates under the HOME Program Section 504
requirements. Accordingly, Manager shall exercise its commercially reasonable efforts to take the
following steps to:
Comply with Section 504. requirements and other federal accessibility requirements. The
Apartment Complex must contain 9 Accessible Units. Of these 6 must be accessible to individuals
with mobility impairment,and 3 must be accessible to individuals with visual impairments. These
units should also only be rented to individuals with mobility visual impairments.
2. Manager will follow the procedures given by Owner to rent HOME Units to residents at or below 80%
AMI;provided however,the first tenant to occupy a High HOME Unit, as defined in the HOME Contract,
must be a tenant whose annual income adjusted for family size does not exceed 60% of AMI.
3. Manager must manage the HOME Units as set forth in the chart below to ensure that they are occupied
by tenants that are either High HOME Eligible Tenants or Low HOME Eligible Tenants as described in
the chart. Of the 12 HOME Units,9 must be HIGH HOME Units and 3 must be LOW HOME Units.The
Low HOME Units must be occupied by households earning at or below 50% AMI. These very low-
income tenants must occupy HOME Units at or below the Low HOME Rent. The mix of bedroom units
for the HOME Units is shown on the chart below. The mix of bedrooms of the HOME Units must be
proportional to the overall bedroom mix of all the units in the Apartment Complex. Manager must manage
the HOME Units in accordance with the chart, the HOME Requirements and the guidelines contained in
the Managing Rental Unit Mix Under HOME published by HUD at:
https:Hfiles.hudexchange.info/resources/documents/Managin g-Rental-Unit-Mix-Under-HOME.pdf.
HOME UNIT MIX
Proposed Units 96 1-BR 24 2-BR 0 3-BR 0 4-BR
(120 total) _
High HOME Units 7 1-BR 2 2-BR 0 3-BR 0 4-BR
(9 total)*
Low HOME Units 2 1-BR 1 2-BR 0 3-BR 0 4-BR
3 total
*The HOME Units may be designated as floating, if the HOME Units are comparable to the
non-assisted units in the Apartment Complex.
4. Manager must notify Owner in writing within 30 days if any HOME Unit is occupied by a tenant who is
not income eligible, or if any HOME Unit remains vacant for more than 90 days.
5. The HOME Units are floating. When a "floating" unit is changed within the Apartment Complex, the
newly designated"floating"unit must be comparable to the non-HOME assisted units.
6. Manager must charge the appropriate High HOME and Low HOME rents and not charge rents in excess
of the HOME Program Rents for any given year. These program rents change annually and City will
provide the Owner and Manager with updated HOME rent limits so that rents may be adjusted (not to
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 27
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
exceed the maximum HOME rent limits). For projects that have floating HOME Units, per HUD
regulations, changes may need to be made where instances of tenant's income either rises above or falls
below certain thresholds. Manager should refer to the Managing Rental Unit Mix Under HOME found
at https:Hfiles.hudexchanize.info/resources/documents/Managing-Rental-Unit-Mix-Under-HOME.pdf for
guidance. Manager should retain necessary documentation to demonstrate that each HOME Unit is
occupied by an income-eligible tenant. General rental housing records must be kept on-file for 5 years
after the HOME Affordability Period, as defined in the HOME Contract, ends.
7. Before executing any lease for a HOME Unit, Manager must verify all new tenants' income eligibility
using the annual income definition in 24 CFR 5.609. Income documentation must be sufficient to show
that a tenant is a HOME Eligible Household. Tenant Documentation may include but is not limited to
copies of paychecks, Social Security and disability verification letters, interest or rental income
statements, retirement income statements, child support and alimony verification, unemployment benefit
letters, and the like for initial tenant income eligibility verifications, and the tenant income verification
required every 61h year of the Affordability Period. Documentation for tenant income eligibility
verifications for other than the initial lease and the 6th year of the Affordability Period shall be a City
approved income self-certification form.Manager shall use the most current HUD Income Guidelines and
Technical Guidance for Determining Income and Allowances to determine tenant eligibility.
8. Manager shall maintain copies of Tenant Documentation and all tenant self-certification forms as required
under the HOME Contract.
9. Manager shall submit for City approval a sample tenant lease prior to accepting tenant applications. This
sample lease must include:
a. Tenant must be given at least 30 days written notice before rent increases may be implemented,
and 30 days written notice must be given notifying the tenant must vacate the unit.
b. The lease term for a HOME Unit must be for at least 1 year, unless the tenant and Manager agree
on a shorter term.
c. Tenant rents may not increase until the original lease expires, or until 1 year anniversary of tenant
entering into the lease, whichever occurs first.
d. HUD publishes the HIGH and LOW HOME rents annually, and the Manager should use the
numbers provided to calculate rents.
e. Maximum allowable HOME rents must be reduced if the tenant pays utilities.
f. Tenant lease must inform tenant that their income will be reexamined annually, either at the
anniversary of the initial income verification,or at lease renewal.
g. Tenant lease must explicitly state that their rent may increase if the tenant is placed in a HOME
Unit and at the time of income recertification, their income increases above or the required
thresholds.
10. Rents charged to tenants are subject to the HOME Regulations at 24 CFR 92.252 (a) and (b). Under no
circumstances may the maximum rental amounts charged to tenants of HOME Units exceed the High
Home Rent minus monthly allowances for utilities and services (excluding telephone) established by
HUD. Manager agrees to abide by HUD approved schedules of HOME rent levels and locally adopted
utility allowances published by the local housing authority. Manager should keep records that include
documentation to back-up rents levels and utility allowances.
11. Manager must have a tenant selection policy which provides for:
a. The selection of tenants from a written waiting list in the chronological order of their application,
insofar as is practicable;
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 28
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
b. The prompt written notification to any rejected applicant of the grounds for such rejected; and bi-
lingual leasing and management assistance.
c. Ensure that holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or
similar subsidy) are not excluded from renting a unit in the Required Improvements.
d. The tenant selection policy must address non-discrimination and affirmative marketing, as per
federal guidelines.
e. Market accessible units in the following order:
1. Market within the property to persons requiring an accessible unit.
2. Reference waiting list to check for persons requiring accessible unit.
3. Market to general community for persons requiring accessible unit.
4. Market to persons that do not require accessible unit.
The tenant selection policy must address managing HOME Unit mix under HOME Regulations. The
tenant selection policy must comply with state and local tenant/landlord laws.
Manager shall adopt affirmative marketing procedures and requirements for the HOME Units. The
procedures and requirements must include methods for informing the public,owners and potential tenants
about fair housing laws and policies so as to ensure that all individuals,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 Apartment Complex. The procedures and requirements must also include the designation
of an individual that will be responsible for marketing the Apartment Complex and establishing a clear
application screening plan and the maintenance of documentation and records to evidence affirmative
marketing procedures have been implemented. City shall have no responsibility with regard to affirmative
marketing of the Apartment Complex. Affirmative marketing procedures shall be submitted to City for
approval prior to implementation.
12. Manager shall abide by all federal non-discrimination and fair housing laws.
13. Manager understands and agrees that it will be subject to monitoring by City for compliance with the
HOME Regulations for the duration of the 20 year Affordability Period. Manager will provide reports
and access to Apartment Complex files as requested by City during the Affordability Period and for 5
years after the end of the Affordability Period, and will meet all the reporting requirements set out in this
Agreement. This Section shall survive the termination or expiration of this Agreement. City shall have
access at all reasonable hours to the Manager's offices and records dealing with the HOME Unit, and its
officers, directors, agents, employees, and contractors for the purpose of such monitoring.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 29
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.09.25.2019
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 8/1/2017 -Ordinance No. 22814-08-2017
DATE: Tuesday,August 1,2017 REFERENCE NO.: G-19056
LOG NAME: 19NS HUDACTIONPLANPY2017-2018
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;
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 HIV/AIDS.
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-Teleeram 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$6,6 76,863.00 be allocated as follows:
Public Services-$979,029.00
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-$1,305,3 72.00
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 fmancing for a portion of the costs of developing
Columbia Renaissance Square,Phase II,an affordable multifamily senior
development(COUNCIL DISTRICT 8).
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 H multifamily senior development.HOME program income that is
received which is over the estimated amount but not used for the Columbia
Renaissance Square,Phase II 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
LS-G
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
B Christian Learning Child Care Services $
Center 76,350.00
Catholic Charities DioceseEmployment/Job $
of Fort Worth,Inc. Training 101,800.00
Girls Inc. of Tarrant Youth Services $
County 111,980.00
Goodwill Industries ofEmployment/Job $
Fort Worth,Inc. Training 76,350.00
Housing Channel Housing Counseling $ 118,088.00
Services
The Ladder AllianceEmployment/Job $
Training 94,974.00
Meals on Wheels, Inc. of General& Special $
Greater Tarrant County Needs 76,350.00
Presbyterian Night Shelter Public Service $
of Tarrant County Special Needs 144,987.00
Sixty and Better,Inc. Public Services: $
Iderly 101,800.00
United Community Centers Child Care Services $
76,350.00
CDBG Public Service $
Subtotal 979,029.00
Rehabilitation, Education Accessibility $
and Advocacy for Persons 102,000.00
with Handicaps, dba REACH,
Inc.**
Total CDBG Contracts $1,081,029.00
**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 Administration $
Housing,Inc. (seven percent), 510,204.00
Supportive Services
nd Facility Based
housing Subsidy
Assistance
IDS Outreach Center,Inc. Supportive Services, $
Tenant Based Rental 631,035.00
Assistance(TBRA),
and Short Term Rent
Mortgage and Utility
Assistance STRMU
Total HOPWA Contracts $1,141,239.00
Emerged Solutions Grant Contracts:
Table 3&–ESG Agencies
Organization Program Amount
Presbyterian Night Shelter Shelter $ 126,625.00
f Tarrant County Operations/Services
SafeHaven of Tarrant Shelter $ 75,975.00
County Operations/Services
Lighthouse for the Shelter $ 95,343.00
Homeless dba True WorthOperations/Services
Place
The Salvation Army,a Homeless Prevention $ 126,625.00
Georgia Corporation
Center for Transforming Rapid Rehousing $ 109,562.00
Ives
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 M/WBE 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.
All figures have been rounded to the nearest dollar for presentation
purposes.
These programs are available in ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
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.
FUND IDENTIFIERS(FIDs):
10
Department Account Project Program Activity Budget Reference# Amount
Fund ID ID year (Chartfield 2)
FROM
Fund Account Program Activity Amount
Department Project Budget Reference#
ID ID Year (Chartfield 2)
CERTIFICATIONS:
Submitted for City yManager's Office by: Femando Costa (6122)
Originating Department Head: Aubrey Thagard (8187)
Additional Information Contact: Barbara Asbury (7331)
David Reitz (7563)
ATTACHMENTS
1. 19NS HUDACTIONPLANPY2017-2018_019 AO 17.docx (Public)
2. 2017-2018 HUD Allocation.pdf (QFW Internal)
3. Form 1295-All Agencies.pdf (Public)
4. HUD 2017-18 AP Selected Slides.pdf (Public)
5. MWBE Waiver.pdf _(cFW Internal)
6. SAM Search-All Agencies.pdf (CFW Internal)
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 2/13/2018 -Resolution Nos.4906-02-2018,
4907-02-2018,&4908-02-2018
DATE: Tuesday,February 13,2018 REFERENCE NO.: G-19229
LOG NAME: 192018 RESOLUTIONS 9PERCENT HTC
SUBJECT:
Consider and Adopt Resolutions of Support for 2018 Competitive Housing Tax
Credit Applications,Approve Commitments of Development Funding,Determine
Which Developments Contribute More Than Any Other to the City's Concerted
Revitalization Efforts,and Make Related Determinations(COUNCIL DISTRICTS
4 and 8)
RECOMMENDATION:
It is recommended that the City Council:
1.Acknowledge the receipt of requests for City support for applications to
the Texas Department of Housing and Community Affairs for 2018 Competitive
(9%)Housing Tax Credits from various developers;
2. Consider and adopt the attached Resolutions of Support for 2018
applications for Competitive(9%)Housing Tax Credits for the three
proposed multifamily housing developments listed below to be located at
various sites throughout the City;
3.Approve fee waivers in an amount not to exceed$2,500.00 for each of the
developments listed below as the City's commitment of development funding
and find that such fee waivers serve the public purpose of providing
quality,accessible, affordable housing for low to moderate income
households,in accordance with the City's Comprehensive Plan and Annual
Action Plan, and find that adequate controls are in place through the
Neighborhood Services Department to carry out such public purpose;
4. Determine that Columbia Renaissance Square II Senior and Palladium Fain
Street are the developments that contribute more than any other to the
City's concerted revitalization efforts in the Neighborhood Empowerment
Zones in which they are located;and
5.Determine that the Columbia Renaissance Square II Senior development is
specifically allowed to be located in a census tract that has more than 20
percent Housing Tax Credit units per total households and that the
development is consistent with the City's obligation to affirmatively
further fair housing.
DISCUSSION:
On November 7,2017,the City Council adopted a policy for City support of
applications to the Texas Department of Housing and Community Affairs
(TDHCA)for Noncompetitive(4%)and Competitive(9%)Housing Tax Credits
and for City commitments of development funding(M&C G-19149). This year
the City received five applications from developers requesting Resolutions
of Support for proposed tax credit developments in Fort Worth. Staff has
reviewed the applications for consistency with the City's policy.
Two applications,The Somerset at Golden Triangle(4315 Golden Triangle
Boulevard,Council District 7)and The Terraces at Ohio Garden(4001 Ohio
Garden Road,Council District 2)were withdrawn by the developer,Atlantic
Pacific Communities.
Resolutions of Sunnort:
Staff requests that the City Council consider and adopt Resolutions of
Support for the following developments as they have met the unit set-aside
criteria and notification requirements outlined in the policy.
Additionally,all of these developments are located in close proximity to
jobs,retail,transit and services.
Avenue at Sycamore Park to be developed by GFH Avenue at Sycamore Park,
Ltd.,an affiliate of Lakewood Property Management,LLC,to be located at
2601 Avenue J(Council District 8).The site for the proposed development
is zoned A-5,proposed to be changed to PD-Planned Development for all
uses in"D" High Density Multifamily.
Columbia Renaissance Square H Senior to be developed by Columbia
Renaissance Square II,L.P., an affiliate of New Columbia Residential,LLC,
to be located at the northwest corner of Moresby Street and W.G.Daniels
Drive(Council District 8).The site for the proposed development is zoned
PD-Planned Development for all uses in"D"High Density Multifamily.
Palladium Fain Street to be developed by Palladium Fain Street,Ltd., an
affiliate of Palladium USA,to be located at the north side of Fain Street
and west of Kings Highway(Council District 4) The site for the proposed
development is zoned E-Neighborhood Commercial,proposed to be changed to
PD-Planned Development for all uses in"D"High Density Multifamily.
Commitment of Development Funding:
The policy also allows a commitment of development funding at City Council
discretion. This commitment of development funding qualifies tax credit
applicants for an additional point and increases the competitiveness of
their applications to TDHCA. Staff requests that City Council approve
commitments of development funding in the form of fee waivers in an amount
not to exceed$2,500.00 for each development recommended for a Resolution
of Support.The fee waiver amount may be applied to(a)building permit
related fees(including Plans Review, Inspections and Re−inspection
Fees); (b)Plat/Replat Application Fees; (c)Board of Adjustment
Application Fees; (d)Demolition Fees; (e)Structure Moving Fees; (f)
Zoning Fees; (g) Street/Alley and Utility Easement Vacation Application
Fees;(h)Temporary Encroachment Fees; (i)Consent/Encroachment Agreement
Application Fees; 0)Urban Forestry Application Fees; (k) Sign Permit
Fees; (1)Community Facilities Agreement(CFA)Application Fees;and(m)
Street Closure Fees.
Fee waivers will be conditioned upon the development receiving an
allocation of Housing Tax Credits from TDHCA. The City's Neighborhood
Services Department will be responsible for verifying that the public
purpose for the fee waivers is carried out.
Concerted Revitalization Plan:
TDHCA rules state that an application may receive additional points if the
proposed development is identified in a resolution as contributing more
than any other development to a city or county's concerted revitalization
efforts.The City has created Neighborhood Empowerment Zones (NEZ)to
promote affordable housing and economic development in the designated zone.
All of the City's NEZs are included in the City's annual Comprehensive Plan
as part of its goal of revitalizing central city neighborhoods and
commercial districts(2017 Comprehensive Plan,Part III,Chapter 10:
Economic Development). The Columbia Renaissance Square II Senior
development is located in the Berry Hill-Mason Heights NEZ created by the
City Council in 2007 along with a strategic plan for the area. The
Palladium Fain Street development is located in the Riverside NEZ created
by City Council in 2003.
Staff determined that these developments will significantly contribute to
the City's ongoing revitalization efforts in each NEZ since the recommended
developments are new affordable housing for households earning at or below
80%of Area Median Income. In addition,the increased density of this new
housing will support the new retail,office and other housing development
located or being developed in each NEZ. Staff recommends that the City
Council adopt the attached Resolutions determining that the Columbia
Renaissance Square II Senior and Palladium Fain Street developments
contribute more than any other developments to the City's concerted
revitalization efforts underway in the NEZs in which they are located.
Limitations on Developments in Certain Census Tracts:
TDHCA rules state that if a proposed development will be located in a
census tract with more than 20 percent Housing Tax Credit units per total
households as established by the five year American Community Survey,it
will be ineligible for tax credits unless the governing body of the
jurisdiction votes to specifically allow it and also submits a Resolution
to TDHCA stating that the proposed development is consistent with the
jurisdiction's federal obligation to affirmatively further fair housing.
The Columbia Renaissance Square II Senior development will be located in a
census tract in which more than 20 percent of the total households are
Housing Tax Credit units. Staff recommends that City Council vote to
specifically allow this development and approve the additional
determination in the attached Resolution of Support that it is consistent
with the City's obligation to affirmatively further fair housing.
All of these proposed developments are subject to all applicable City laws,
ordinances,policies and procedures including those pertaining to zoning
changes and annexation. Councilmember support for purposes of these
Resolutions does not constitute approval of any required zoning change or
annexation.
The proposed developments are located in COUNCIL DISTRICTS 4 and 8.
This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that this action will have no material
effect on the City's Fiscal Year 2018 Budget.Upon approval,fees will be
waived up to$2,500.00 for each development to assist in facilitating the
goals of the City's Comprehensive Plan and Annual Action Plan.
FUND IDENTIFIERS (FIDs):
TO
Department Account Project Program Activity Budget Reference# Amount
Fund ID ID Year (Chartfield 2)
FROM
Department Account Project Program Activity Budget Reference# Amount
Fund ID ID Year (Chartfield 2)
CERTIFICATIONS:
Submitted for Ci , Manager's Office by: Fernando Costa (6122)
Originating Department Head: Aubrey Thagard (8187)
Additional Information Contact: Avis Chaisson (6342)
Chad LaRoque (2661)
ATTACHMENTS
1. COLi TMBIA II R_F.SOLUTION JW CL VG(4).docx (Public)
2. COLU_M_BIAR�MAP_FINAL.12df (Public)
3. Palladium�ResolutionOfSlWport CL VG(4).docx (Public)
4. PalladiumFainSt.pdf (Public)
5. SYCAMORE PARK ROS Red CL VG(5).docx (Public)
6. TheAvenueSycamorePark.pdf (publicl
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/7/2019
DATE: Tuesday,May 7, 2019 REFERENCE NO.: **C-29103
LOG NAME: 19COLUMBIA AT RENAISSANCE SQUARE PHASE II- SENIOR
SUBJECT:
Authorize Change in Use and Expenditure of Additional HOME Investment
Partnerships Program Grant Funds in the Amount of$964,279.00 to Columbia
Renaissance Square II,L.P., in the Form of a Subordinate Loan for a Total
Amount of$1,800,000.00 for the Development of the Columbia at Renaissance
Square Phase II– Senior Apartments Located at 2801 Moresby Street;
Authorize the Execution of Related Contracts;Authorize Substantial
Amendment to the City's 2015-2016,2017-2018,and 2018-2019 Action Plans;
and Authorize the Substitution of Funding Years(COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize Substantial Amendment to the City's 2015-2016,2017-2018 and
2018-2019 Action Plans;
2. Authorize the City Manager,or his designee,to substitute current and
prior funding years in order to meet commitment,disbursement and
expenditures deadlines for grants from the United States Department of
Housing and Urban Development;
3.Authorize a change in use and expenditure of additional HOME Investment
Partnerships Program grant funds in the amount of$964,279.00 to Columbia
Renaissance Square II,L.P.,for the Columbia at Renaissance Square Phase
II- Senior Apartments located at 2801 Moresby Street;
4.Authorize the City Manager,or his designee,to execute a contract with
Columbia Renaissance Square II,L.P.,for HOME Investment Partnerships
Program grant funds in the total amount of$1,800,000.00 in the form of a
subordinate loan for the development of the Columbia at Renaissance Square
Phase II-Senior Apartments for a three year term beginning on the date of
execution of the contract,and authorize the City Manager,or his designee,
to execute all other related contracts necessary for lending activities;
5.Authorize the City Manager,or his designee,to extend the contract for
two one-year extensions 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,which included$835,720.00 in HOME Investment Partnerships
Program(HOME)grant funds for the development of the Columbia at
Renaissance Square Phase II-Senior Apartments (M&C G-19056). This amount
was revised by staff to $835,721.00 to allocate an additional$1.00 that
was available due to rounding of other projects. Columbia Renaissance
Square II,L.P.,the developer,received an award of Competitive(9%)
Housing Tax Credits from the Texas Department of Housing and Community
Affairs for the project in July 2018. Additionally,the Board of the Fort
Worth Housing Finance Corporation,on April 2,2019,approved a loan of
$700,000.00 to the developer for the project.
Due to construction costs and equity pricing,additional funding was needed
to close the financing gap for the project. Staff identified$964,279.00 in
HOME funds that became available due to repayment of loans,as well as fund
balances from prior years' completed or cancelled programs and projects.
The total amount of HOME funds will be$1,800,000.00.
Staff recommends execution of a contract for a subordinate loan of HOME
funds in the amount of$1,800,000.00 with Columbia Renaissance Square 11,
L.P. for the development of the Columbia at Renaissance Square Phase II-
Senior Apartments based on the following terms and conditions:
1. Loan term to commence on execution of the loan documents and terminate
at the end of the 20 year Affordability Period.Annual payments of
principal and interest from net cash flow to commence 12 months after
conversion based on a 35 year amortization.Annual payments to the extent
not made from net cash flow are to be paid from net cash flow in subsequent
years.Final payment of principal and accrued,unpaid interest will be due
15 years after project conversion coterminous with final payment date of
permanent loan;
2. Interest rate of one percent during construction phase;After conversion
interest rate of one percent or the Applicable Federal Rate,whichever is
less;
3. HOME loan to be subordinate to the permanent financing and the loan from
the Fort Worth Housing Finance Corporation for the project;
4. Designate HOME-assisted units according to the HOME regulations with a
20 year Affordability Period; and
5.Payment of the HOME funds and performance of the HOME requirements to be
secured by a deed of trust and HOME Deed Restrictions through the
Affordability Period.
The Action Plan funding years selected may vary and be substituted in order
to expend oldest grant funds first. A public comment period on the change
in use of these HOME funds and the substantial amendment was held from
April 5,2019,to May 6,2019. Any comments are maintained by the
Neighborhood Services Department.
The project is located in Council District 8.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above
recommendations,funds will be available in the current operating budget,
as appropriated,of the Grants Operating Federal Fund.The Neighborhood
Services Department is responsible for verifying sufficiency of funding
before disbursement. This is a reimbursement grant.
FUND IDENTIFIERS (FIDs):
ig
Department Account Project Program Activity Budget Reference# Amount
Fund ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
CERTIFICATIONS:
Submitted for Ci , Manager's Office by: Fernando Costa (6122)
Originating Department Head: Aubrey Thagard (8187)
Additional Information Contact: Chad LaRoque (2661)
Diana Carranza (7369)
ATTACHMENTS
1. Columbia at Renaissance Square II Map.pdf (Pubiic)
2. Columbia FIDTable.xlsx (CFW Internal)
3. Form 1295 -Columbia Phase II� edacted,pdf (Public)