Loading...
HomeMy WebLinkAboutContract 44025 (2),i L r 't -1 -1 r � - � -ti -T S l A L 7,�. � i�+ I� ►+�1' _S COUNTY OF r_VARIRANT Ii CDA NI AGREEMENT T CONTkACTNO.. This Loan Agreement ("Agweement'9) is made and entered into by and between the CITY OF FORT WORTH (the "City99), a home rule municipality organized under the laws of the State of Texas, and CATHOLIC CHARITIES DIOCESE OF FORT WORTH, INC. ("Agency-"), a Texas non-profit corporation. The City and Agency may be referred to individually as a "Partcy'9 and jointly as "the Parties". RECITALS A. On or about September 7, 1979 the City entered into that certain Urban Development Action Grant Agreement with the United States Depat (ment of Housing and Urban Development UDAG Grant No. B-79-AA-48-0013 for use in acquiring land and constructing a parking garage located under General Worth Park in downtown Fort Worth (City Secretary Contract No. 10610) (the "UDAG Grant greenllcern ,99), as more specifically set forth in the UDAG Grant Agreement. The City has leased such parking garage pursuant to and in accordance with that certain Lease Agreement (Parking Garage Lease) dated on or about May 22, 1980 by and between the City and Hunt Hotel/Fort Worth, Ltd. (City Secretary Contract Not 11085, as amended and assigned). Rental revenues from such lease are deemed "Grant Revenues" under the UDAG Grant Agreement (the "UDAG Grant Fund Proceeds"). The UDAG Grant Agreement allows the City to use the UDAG Grant Fund Proceeds for community or economic development activities eligible for assistance under Title I of the Housing and Community Development Act of 1974, Pub. L. No. 93-3 83, as amended (the "Act99). B. Agency provides various social services on property located in the City at 249 West Thornhill Drive (the "Propert r99), as more specifically depicted in the map and property description attached hereto as Exhibit "A", which is hereby made a part of this Agreement for all purposes. Agency has proposed to redevelop the Property by expending a minimum of Seven Hundred Fifty Six Thousand Dollars ($756,000.00) to construct a dental clinic that will serve low and moderate income residents (collectively the 66Project99). A drawing and description of of the Project is set forth in Exhibit "I: ", attached hereto and hereby made a part of this Agreement for all purposes. • C. Agency has requested a loan from the City in the amount of One Hundred Thousand Dollars ($100,000.00) to help Agency offset the costs of the Project. The City willing to make such loan to Agency solely pursuant to and in accordance with this Agreement. Leo The 2012 Comprehensive Plan, adopted by the City Council on March 6, 2012 pursuant to Ordinance No. 20085-03-2012 (the "Comprehensive Elan"), recommends that the City partner with local agencies to provide unbiased and efrcient ccesa or needul hump services. Loan Agreement (UDAG Proceeds) between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. 01- 0 8- 1 3 A U,: 4 1 OFFICIAL ©c:)2 ©?J?Y S© VET el a g TX E. UDAG Regulations, as defined herein, require that UDAG Grant Fund Proceeds must be used on projects that meet the following: 1) a Community Development Block Grant (CDBG) Economic Development pioject; 2) must be used in a CDBG eligible area 3) the project must also include private investment; 4) the project must primarily benefit CDBG eligible clients with incomes in accordance with the HUD -established limits: F. Agency has represented to the City, and on the basis of such representation the City finds, that the Project will meet the requirements of UDAG Regulations for use of UDAG Grant Fund Proceeds. 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: AGREEMENT 1. INCORPORATION OF RECITALS. The City and Agency hereby agree that the Recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Agreement. 2. DEFINITIONS. In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Area Median Income or AIVII means the median family income for the Fort Worth - Arlington metropolitan statistical area as established annually by HUD. CDBG Eligible Client means either (i) a client 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, or (ii) a client who meets the definition of a "presumed benefit" client under CDBG Regulations. If applicable, the definition of annual income to determine client income eligibility under this Agreement shall be the definition contained in 24 CFR Part 5.609 as amended from time to time. CDBG Regulations means those regulations set forth at 24 CFR Part 570. CDBG Services has the meaning ascribed to it in Section 6 Loan Agreement (UDAG Proceeds) Page 2 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. Completion Date means the date as of which the Project is substantially complete, as evidenced by a HUD Compliance Inspection Report and final wntten inspection approval from the City. Completion Deadline means February 28, 2013. Construction Costs means the following expenditures made by Agency for the Project. site development costs; actual construction costs, including contractor fees and the costs of construction supplies and materials; tenant improvements; engineering fees, architectural fees, and other professional, development, and permitting fees, as verified by the City following receipt of all information required by this Agreement for reimbursement through the distribution of Loan funds. Constriction Costs specifically excludes any Property acquisition costs or rents, costs for provision of security on the Property, and any costs disallowed or constituting an ineligible activity under UDAG Regulations, CDBG Regulations or other applicable HUD regulations Deed of Trust means the deed of trust from Agency in favor of City covering the Property and securing the indebtedness evidenced therein and Agency's performance of the requirements of this Contract and of the UDAG Regulations. The form of the Deed of Trust is attached as Exhibit "C". which is hereby made a part of this Agreement for all purposes. Director means the Director of the City's Housing and Economic Development Department. Effective Date means the date this Agreement is executed by the last of the Parties to sign as shown on the signature page. HUD means the United States Depth lnient of Housing and Urban Development. Loan has the meaning ascribed to it in Section 4. Loan Documents means all instruments securing the Loan, including without limitation, the Promissory Note and Deed of Trust, securing or guaranteeing City's interest in the Project and further evidencing, securing or guaranteeing Agency's perfonuance of the Project, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Promissory Note means the note in the amount of the Funds executed by Agency payable to the order of City. The form of the Promissory Note is attached as Exhibit "D", which is hereby made a part of this Agreement for all purposes. Property has the meaning ascribed to it in Recital B. Proiect has the meaning ascribed to it in Recital B. Reimbursement Request has the meaning ascribed to it in Section 4.4. Loan Agreement (UDAG Proceeds) Page 3 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. UDAG means Urban Development Action Grant and the grant program of the same name administered by HUD. UDAG Grant Agreement has the meaning ascribed to it in Recital A. UDAG Grant Fund Proceeds has the meaning ascribed to it in Recital A. UDAG Regulations means the Act and all other laws, rules, regulations, and contractual obligations pertaining to UDAG and the use of the UDAG Grant Fund Proceeds. 3. TERM. The term of this Agreement ("Term") shall commence on the Effective Date and, unless terminated earlier in accordance with this Agreement, expire on the second (2nd) anniversary of the Completion Date. 4. LOAN. 4.1. Amount. The City will loan Agency up to One Hundred Thousand Dollars ($100,000.00) of UDAG Grant Fund Proceeds in the form of a forgivable deferred payment loan to the Agency for the Project on terms and conditions set forth herein and in the Loan Documents (the "Loan"). 4.2. Change in Proiect Budget. Agency will notify City promptly of any additional funds it receives for construction of the Project, and notwithstanding Section 4.1, the City reserves the right to cap the amount of any Loan funds provided to Agency in order to ensure comphance with HUD regulations governing cost allocation. Agency further agrees to utilize Loan funds provided under this Agreement to supplement rather than supplant funds otherwise available for construction of the Project. 4.3. Loan Terms and Conditions. 4.3.1. As a condition precedent to receipt of any Loan funds, Agency will be required to execute the Promissory Note, Deed of Trust, and any other Loan Documents required by the City. 4.3.2. Agency shall pay all costs associated with closing the Loan. Loan Agreement (UDAG Proceeds) Page 4 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc 4.3.3. Agency will ensure that the City's lien under the Loan Documents is in first lien position at all times during the term of the Loan, unless otherwise approved in writing by City City must approve in writing any secured financing that is to be superior or subordinate to City's Loan. 4.3.4. The Loan is a forgivable deferred payment loan Repayment of the Funds will only be required if (i) Agency fails to expend at least Seven Hundred Fifty-six Thousand Dollars ($756 000.00) in Construction Costs for the Project, which amount includes the Loan funds, by the Completion Date; (ii) the Agency does not serve CDBG Eligible Clients in accordance with this Agreement during the Loan term, or (iii) or if Agency does not otherwise comply with the terms of this Agreement, the Loan Documents UDAG Regulations, CDBG Regulations or other applicable HUD regulations. 4.3.5. Early repayment of the Loan shall not relieve Agency of its obligations under this Agreement or compliance with UDAG Regulations, CDBG Regulations or other applicable HUD regulations. The Deed of Trust shall secure both repayment of the Loan and performance by Agency of such obligations 4.4. Draws on Loan Funds. Loan funds will be disbursed to Agency, in whole or in part, on a reimbursement basis upon City's approval of Agency's written request and receipt by the City of the following documentation relating to work undertaken on the Project for which reimbursement of Construction Costs is sought (each a "Reimbursement Request"): 4.4.1. Invoice Form. Agency shall submit an invoice form that outlines the amount of Loan funds requested for reimbursement in the submitted request, and the cumulative Reimbursement Requests made to date (inclusive of the current Reimbursement Request). this form shall be in substantially the same form as that set forth in Exhibit "E , attached hereto andhereby made a part of this Agreement for all purposes. This report must be signed by an authorized signatory of Agency. By signing such form, Agency is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Agreement, and the data contained in the report is true and correct. 4.4.2. Expenditure Worksheet. Agency will submit an expenditure worksheet that itemizes each Construction Cost expense requested for reimbursement by Agency in Loan Agreement (UDAG Proceeds) Page 5 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. substantially the same form as that set forth in Exhibit "F", attached hereto and hereby made a part of this Agreement for all purposes. 4.4.3. Sutmortiniz Documentation. Agency will also supply the City with any supporting documentation requested -by City to verify the information set forth in the documentation submitted pursuant to Sections 4.4.1 and 4.4.2, including but not limited to final lien waivers signed by Agency's general contractor or appropriate subcontractors if applicable; (ii) copies of all City permits and City -issued ' pass" inspections for such work and (iii) documentation to show compliance with- M/WBE bidding process foi such work, if applicable. 4.4.4. Withholding of Loan Funds. IF THE REQUIRED REPORTS AND APPROPRIATE SUPPORTING DOCUMENTATION ARE NOT RECEIVED WITHIN THE TERM OF THIS CONTRACT, CITY SHALL HAVE NO OBLIGATION TO MAKE SUCH PAYMENT. Failure to submit required reports shall be an event of default. 4.5. No Commingling of Loan Funds. Agency will not commingle any Loan funds with any other funds in any manner that would prevent City from readily identifying the specific Construction Costs for the Project for which. Agency received reimbursement 4.6. Acknowledgement of City Performance. Within thirty (30) calendar days of the Completion Date, an officer of Agency shall execute an acknowledgement that the City has paid all Loan funds due under -this Agreement, or shall deliver a document executed by an officer of Agency identifying the outstanding City obligations Once City has met all of its obligations hereunder, an officer of Agency shall execute an acknowledgement of same. PROJECT. 5.1. Completion of Project. Agency must expend at least Seven Hundred Fifty-six Thousand Dollars ($756,000.00) in Construction Costs for the Project which amount includes the Loan funds, by the Completion Date. The Completion Date must occur on or before the Completion Deadline. Construction of the Project must pass City inspections and Loan Agreement (UDAG Proceeds) Page 6 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. applicable HUD -required inspections during the construction period through the Completion Date. 5.2. Applicable Laws. Building Codes and Ordinances. All plans, specifications and construction for the construction of the Project must (i) conform to all applicable federal, state and local laws, ordinances, rules and regulations including UDAG Regulations, CDBG Regulations and any other applicable HCJD regulations; (ii) meet all City building codes; (iii) be certified as meeting the Energy Conservation requirements as required by the State of Texas in Chapter 11 of the International Residence Code; (iv) if new construction, must conform to the Model Energy Code, published by the Council of American Building Officials; and (v) must pass inspection by City's Housing and Economic Development Department inspectors. 5.3. Property Standards. Agency shall comply with the requirements as relates to Property Standards and Housing Quality Standards (HQS), and Accessibility Standards as applicable, for the rehabilitation. Agency shall comply with the requirements of Section 570.614 of the CDBG Regulations prescribing standards for the design, construction or alteration of any building or facility intended to be accessible to the public or which may result in the employment of handicapped persons therein. 5.4. inspections. At any time during normal office hours throughout the Teiui and the year following the Term, and following reasonable notice to Agency the City shall have and Owner shall provide access to the Property any improvements thereon, including the Project, in order for the City to inspect the Project to ensure compliance with the teinis and conditions of this Agreement. Agency shall cooperate fully with the City during any such inspection and/or evaluation. Notwithstanding the foregoing, Agency shall have the right to require that any representative of the City be escorted by Owner's security personnel while on the Property. 5.5. Lead -Based Paint Requirements. Agency will comply with all applicable federal lead -based paint requirements including lead screening in housing built prior to 1978 in accordance with 24 CFR Part 570.608 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 any construction and/or rehabilitation as part of the Project. 5.6. Approval by City Not Release of Responsibility. Approval by the City of any plans and specifications relating to the Project shall not constitute or be deemed (i) to be a release of the responsibility or liability of Agency Loan Agreement (UDAG Proceeds) Page 7 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. or any of its contractors, their respective officers, agents, employees and subcontractors, for the accuracy or the competency of the plans and specifications, including, but not limited to, any related investigations surveys, designs, working drawings and specifications or other documents; of (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 Agency or any of its contractors, and their respective officers, agents, employees and sub contractors. 5.7. Approval by City of Subcontractors. Agency will use commercially reasonable efforts to ensure that all subcontractors utilized by Agency or Agency's general contractor are appropriately licensed and such licenses are maintained throughout the construction period. Agency shall ensure that all subcontractors utilized by Agency or Agency's general contractor in the construction period are not debarred or suspended from performing the subcontractor's work by the City, the State of Texas, or the Federal government. Agency must confirm that all subcontractors are not listed on the Federal Excluded Parties List System, www.epls.gov, and must submit printed - verification of such searches with the first Reimbursement Request which include invoices fiom any subcontractor. Failure to submit such proof shall be an event of default. In the event that City determines that any subcontractor has been debarred, suspended, or is not properly licensed, Agency or Agency's general contractor shall immediately cause the subcontractor to stop work on the construction. In the event that any subcontractor has been debarred, suspended, or is not properly licensed, Agency or Agency's general contractor shall not be reimbursed for any work performed by such subcontractor. 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 subcontractor. 5.8. Other Laws. The failure to list any federal, state or City ordinance, law or regulation that is applicable to Agency does not excuse or relieve Agency from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Agency's failure to follow the law, if applicable. 6. PROVISION OF SERVICES TO CDBG-ELIGIBLE CLIENTS. Agency must provide dental services to CDBG Eligible Clients on the Property for at least two (2) years from the Effective Date of this Agreement ("CDBG Services '). In order to demonstrate compliance with this requirement Agency shall provide the City with a quarterly report that sets forth information as to the CDBG Eligible Clients served by Agency under the Project during the quarter covered by such report The report shall be in the form attached hereto as Exhibit ` G", which is hereby made a part of this Agreement for all purposes. This quarterly report must be received by City on or before the 15th day of the month following the end of the Loan Agreement (UDAG Proceeds) Page 8 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. quarter covered by the report. For example, the report for the First Quarter (January — March) must be received by City by April 15th. In the event that the 15th day of the month in which such a report is due falls on a weekend of a City holiday, the report shall be due the next business day. At the City s request, Agency shall provide any additional documents or records reasonably necessary for the City to verify costs spent and client eligibility for the Project. Agency must maintain copies of all such documentation for five (5) years following expiration of this Agreement. In addition, Agency CDBG Services shall be provided without any requirement for or screening of religious or membership criteria. This Section 6 shall survive expiration or termination of this Agreement. 7. AUTHORITY TO EXECUTE AGREEMENT. Agency 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 Agreement and to perform the responsibilities herein required. 8. MISCELLANEOUS. 8.1. Contract Not Constituting Commitment of Funds. Notwithstanding any provision of this Agreement, the Parties agree and acknowledge that this Contract does not constitute a commitment of funds, and that such commitment of funds or approval may occur only upon satisfactory completion of environmental review and receipt by City of an authorization to use UDAG Grant Fund Proceeds under 24 CFRPart 58. 8.2. Monitoring. 8.2.1. Agency understands and agrees that it will be subject to monitoring by City for compliance with the CDBG Regulations for the duration of the Loan term and until the Project is closed in HUD s IDIS system. Agency will provide reports and access to Project files as requested by City for five (5) years after closeout of this Agreement in HUD's IDIS system, and will meet all the reporting requirements set out in this Agreement. This Section 8.2 shall survive the termination or expiration of this Agreement. 8.2.2. City, HUD, and the United States Comptroller General or their respective representatives shall have access at all reasonable hours to the Agency's offices and records that are related to the use of the Funds that are the basis of this Agreement and the Loan and its officers, directors, agents, employees, contractors and subcontractors for the purpose of such monitoring. 8.2.3. In addition to other provisions of this Agreement regarding frequency of monitoring, the City reserves the right to perform desk reviews or on -site Loan Agreement (UDAG Proceeds) Page 9 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. monitoring of Agency's compliance with the terms and conditions of this Agreement and the Loan, and of the adequacy and timeliness of Agency's performance under this Agreement and the Loan. After each monitoring visit, City shall provide Agency with a written report of the monitor's findings. If the monitoring report notes deficiencies in Agency's performance, the report shall include requirements for the timely correction of said deficiencies by Agency Failure by Agency to take the action specified in the monitoring report may be cause for suspension or termination of this Agreement as provided herein 8.3. Compliance with the Uniform Relocation Act. If applicable, Agency shall comply with the relocation requirements of 24 CFR Part 580.606. 8.4. Cost Principles/Cost Reasonableness. Agency shall administer its use of the Funds in compliance with OMB Circular A-122, "Cost Principles for Non -Profit Organizations", as amended from time to time. The allowance of costs incurred for performance rendered shall be determined in accordance with OMB Circular A-122 as supplemented by the provisions of this Contract. 8.5. AccountinE Standards. Agency agrees to comply with OMB Circular A-110, "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and other Non -Profit Organizations", and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 8.6. Terms Applicable to Contractors and Subcontractors. Agency understands and agrees that all terms of this Agreement, whether regulatory or otherwise, shall apply to any and all contractors and subcontractors of Agency which are in any way paid with Funds or who perform any work in connection with the Project. Agency 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 it obligations hereunder. Agency shall monitor the services and work perfouned by its contractors and subcontractors on a regular basis for compliance with the CDBG Regulations and UDAG Regulations and provisions of this Agreement. Agency is liable for all violations of the CDBG and UDAG Regulations committed by its contractors or subcontractors. The City maintains the right to insist on Agency's full compliance with the terms of this Agreement, and Agency is responsible for such compliance regardless of whether actions taken to fulfill the requirements of this Agreement are taken by Agency or by Agency's contractors or subcontractors. Loan Agreement (UDAG Proceeds) Page 10 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. 9. RECORDKEEPING, REPORTING AND DOCUMENTATION REQUIREMENTS. 9.1. Recordkeepin2. Agency shall maintain a record -keeping system as part of its performance of this Agreement and must promptly provide the City with copies of any document that the City deems necessary for the effective fulfillment of the City's monitoring and evaluation responsibilities. Specifically, Agency will keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation. Agency will maintain all records related to this Agreement foi five (5) years after the expiration or termination of this Agreement. If any claim, litigation, or audit is initiated during such five (5)-year period, the records must be retained until all such claims litigation or audits have been resolved. 9.2. Change in Reporting Requirements and Forms. The City retains the right to change reporting requirements and forms at its reasonable discretion and as necessary to fulfill its obligations to HUD and Agency agrees to comply with any such requested change upon receipt of written notice from the City. 9.3. Audit Report (Conditional). If Agency expends $500,000.00 or more in federal funds in any given fiscal year of Agency, regardless of the source of such funds and including any Loan fiords disbursed hereunder, Agency must submit to City an annual audit each year during the Term of this Agreement, prepared in accordance with specific reference to OMB Circular A-133. The audit must be prepared by an independent certified public accountant, be completed within six (6) months following the end of the period being audited and be submitted to City within 30 days of its completion, along with the audit certification form attached hereto as Exhibit "H". If Agency expends less than $500,000.00 in federal funds in any given calendar year, Agency must complete the appropriate schedule set forth in Exhibit "H." 9.4. Audits by the City. The City shall have the right to inspect any contracts between Agency, its general contractors and subcontractors, including any lower tier subcontractors, engaged in any activity that is funded as a part of this Project. The City shall have the right to perform an audit of Agency's operations and finances at any time during the Term of this Agreement and for five (5) years thereafter that are reasonably necessary for the City to ascertain Agency's compliance with this Agreement and the Loan Documents. If such audit reveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to Agency of such questioned practice or expenditure. If Loan Agreement (UDAG Proceeds) Page 11 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. questions are not resolved within this period, City reserves the right to withhold further funding under this Agreement and any future contract(s) with Agency. if as a ► esult of any audit It is dete►mined that agency has falsified any documentation or misused, misapplied or misappropriated funds or spent funds on any ineligible activities, agency agrees to reimburse City the full amount of all Loan funds disbursed to Agency hereunder, phis the amount of any sanctions, penalty or other charge levied against City by IIUD because of such actions. 10. DEFAULT AND TERMINATION. 10.1. Failure to Complete the Project If the Completion Date does not occur on or before the Completion Deadline, the City will have the right to terminate this Agreement immediately upon provision of written notice to Agency In this event, Agency shall forfeit all rights to the Loan. 10.2. Failure to Provide CDBG Services. If Agency fails to provide CDBG services pursuant to and in accordance with Section 6 of this Agreement for (i) thirty (30) consecutive calendar days during the Term or (ii) for any aggregate of sixty (60) days throughout the Term, the City will have the right to terminate this Agreement upon provision of written notice to Agency. 10.3. In General. Subject to Section 10.1, and unless specifically provided otherwise in this Agreement, Agency shall be in default hereunder if Agency breaches any term or condition of this Agreement In the event that such a breach remains uncured after thirty (30) calendar days following written notice by City (or such other notice period as may be specified herein) or, if Agency has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by both Parties mutually and in good faith, City shall have the right to terminate this Agreement -immediately upon provision of written notice to Agency. In this event, Agency shall forfeit all rights to the Loan. 10.4. No Loan Funds Disbursed while in Breach. Agency understands and agrees that no Loan funds will be disbursed by the City pursuant to this Agreement at any time that Agency is in default under this Agreement, even if Agency has additional time to cure or is attempting cure. 10.5. By Agency for Convenience. Agency may terminate this Agreement for any reason by providing at least thirty (30) calendar days' written notice to the City. Loan Agreement (UDAG Proceeds) Page 12 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc 10.6. Dissolution of Agency. In the event Agency is dissolved or ceases to exist, this Agreement shall immediately terminate, effective a-s of the date of Agency's dissolution or cessation of existence. 11. REPAYMENT OF DISBURSED LOAN FUNDS. In the event that this Agreement is terminated for any reason pursuant to Section 10 above, Agency must repay any Loan funds received hereunder within thirty (30) calendar days of the effective date of termination. If Agency fails to repay any such Loan funds, the City shall have the right to exercise all legal remedies available to it under this Agreement and the Loan Documents. 12. AVOIDANCE OF CONFLICTS OF INTEREST. Agency shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Agency shall disclose to City any conflict of interest or potential conflict of interest described above, immediately upon discovery of such No persons who are employees, agents, consultants, officers or elected officials or appointed officials of City or of Agency who exercise or have exercised any functions or responsibilities with respect to activities assisted with Funds or who are in a position to participate in a decision -making process or gain inside information with regard to these activities may utilize CDBG Services may obtain a financial interest or benefit from a CDBG-assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for 1 year thereafter, unless they are accepted in accordance with the procedures set forth at 24 CFR 570.611. In the procurement of property and services by Agency, the conflict of interest provisions of 24 CFR Part 85.36 and 24 CFR Part 84 42, respectively, shall apply. In all cases not governed by those sections, the provisions of 24 CFR 570 611 of the CDBG Regulations shall apply. 13. MINORITY AND WOMEN BUSINESS ENTERPRISE COMMITMENT. Agency agrees to involve Fort Worth Certified MIWBE Companies in all phases of its procurement practices 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. For purposes of this Agreement a ' Fort Worth Certified M/WBE Company" is a minority or woman -owned business that has received certification as either a minority business enterprise (MBE), a woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the North Central Texas Regional Certification Loan Agreement (UDAG Proceeds) Page 13 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. Agency (NCTRCA) and that has a principal business office located within the corporate limits of the City that performs a commercially useful fimetion and that provides- the services for which Agency is seeking credit under this Agreement. 14. ASSIGNMENT. Agency shall not assign all or any part of its rights, -privileges, or duties under this Contract without the prior written approval of the City. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Agreement. 15. INDEMNIFICATION AND RELEASE. AGENCY, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) AGENCY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE PROJECT; THE PROPERTY; AND ANY OPERATIONS AND ACTIVITIES THEREON; OR THE PERFORMANCE OR NON- PERFORMANCE OF THIS AGREEMENT OTHERWISE. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. AGENCY SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUB- CONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 16. WAIVER OF IMMUNITY BY AGENCY. If Agency, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury including death to persons or property, Agency 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 Loan Agreement (UDAG Proceeds) Page 14 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc • 17. INSURANCE AND BONDING. Agency shall procure and maintain at all tunes, in full force and effect, a fidelity bond and a policy or policies of insurance, naming the City as an additional insured, providing all coverage reflected in the insurance certificates set forth in Exhibit `I' at the limits specified therein. Agency shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to the City. The policy or policies of insurance shall be endorsed to provide that no material changes in coverage, including but not limited to, cancellation, termination non - renewal or amendment, shall be made without thirty (30) calendar days' prior written notice to the City. 18. CERTIFICATION REGARDING LOBBYING. The undersigned representative of Agency hereby certifies, to the best of his or her knowledge and belief, that& No federal appropriated funds have been paid or will be paid, by or on behalf of Agency 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. o 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, Agency shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. Agency shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of federal funds. 19. LITIGATION AND CLAIMS. Agency shall give the City immediate notice in writing of any action, including any proceeding before an administrative agency, filed against Agency in conjunction with this Agreement or the Project. Agency shall furnish immediately to City copies of all pertinent papers received by Agency with respect to such action or claim. Agency shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law. Loan Agreement (UDAG Proceeds) Page 15 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. 20. NOTICE. All notices required or permitted by this Agreement must be in writing and are deemed delivered on the earlier date of the date actually received or the third day following deposit in a United States Postal Service post office or receptacle; with proper postage, certified mail return receipt requested; and addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City: City of Fort Worth Attn: Director Housing and Economic Development Department 1000 Throckmorton St. Fort Worth, TX 76102 Telephone* 817-392-7540 with a copy to: City of Fort Worth Attn: City Attorney 1000 Throckmorton St. Fort Worth, TX 76102 Telephone: 817-392-7600 Agency: Catholic Charities Diocese of Fort Worth, Inc Attn: Heather Reynolds, President/CEO 249 West Thornhill Dr. Fort Worth, TX 76115 21. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities 22. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Loan Agreement (UDAG Proceeds) Page 16 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. 23. NO WAIVER. The failure of either Party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that palty's right to insist upon appropriate performance or to assert any such right on any future occasion. 24. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity arises an the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for•thtNorthern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 25. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Agency and any lawful assign or successor of Agency, and are not intended to create any rights, contractual or otherwise, to any other person or entity. • 26. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any Party, regardless of the actual drafter of this Agreement. 27. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 28. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Agency as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. Loan Agreement (UDAG Proceeds) Page 17 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. 29. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED as of the last date indicated below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO PAGES] Loan Agreement (UDAG Proceeds) Page 18 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. reiTY O1 FORT WORTH: 13y: Soth Fernando Costa Assistant City Manager Date: APPROVED AS TO FORM AND LEGALITY: By te/7/). ;Wyk/ Peter Vaky Deputy City Attorney M&C: C-25677 07-10-12 e, OF l`fiXAS § COUNTY OF Q A]E 1 ANr • i: /°4�,, •0000goo This instrument was acknowledged before me onJ44/a4R/3 g 2012 by Fernando Costa, Assistant City Manager of the City of Fort Worth on behalf the City of Fort Worth. ff Setel otary Public, State of Texas • I $ ? .� ��.; EVONIA DANIELS *? ?fr; MY COMMISSION EXPIRns %`,9;��; +' �I�,IY its, ?c)1 0 I f Loan Agreement (UDAG Proceeds) between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. • r1 i o .lti 2 Lf lj-11y 11 u:. CATHOLIC IC CHA11 S1! !! 4S DIOCESE cfjF PORT Bit: `�1 aktf (�c� Heather Reyr%lds PresidenUCEO Date: 7 • CZ`( jO t. Yll.~ ) \IF/ c_FO • STATE OF TXAS § / See. COUNTY OF Li A ?aH NT 6 - This instrument was acknowledged before me on Soli , 2012 by Heather Reynolds, President/CEO of Catholic Charities Diocese of Fort Worth, Inc., on behalf of said. entity. Notary Public, State of Tex 0.' 3 witep c_ se§ ..•• 6 Diana L Long LI * i A My Commission Expires LP f ld 03/28/2016 'r,, `k Loan Agreement (UDAG Proceeds) Page 20 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. EXHIBIT "A" MAP AND PROPERTY DESCRIPTION Loan Agreement (UDAG Proceeds) between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. Page 21 E ' IBIT "B" PROJECT DESCRIPTION AND ELEVATION Loan Agreement (UDAG Proceeds) Page 22 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. • • • Air WM ztakall r>ntkm leer I 1 a va tim MOS ISIS ,ea awes s 4aa WY�� : ja9 t ' a :BMX X neat Malt si ism *mils( lm�e (.44 MI 'Mk 9a001i0p - lia'ds I:tYBRi�9u!hi i MOM w eta®MCI a A iSan !tlaid'ffi t 9 ..q. p 56OR UGH!®UL@ , (�iml lMI a tunawI 4I'4 i f.!_'3 J.fl I'sI i sk "Inks* msokf :Vet SOP no* tea 1114 s no. 4 03tc, I '»tnt • TEoa MIM 16PII1120al 14, Ikkakka n p2i1Wa SMI a@ *Id MM69 11 t* I it '1 If "ki 4 laws, sal .katia e ; u Li , U lJ tJ t. r ue Loan Agreement (UDAG Proceeds) between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc 1 Wylnc /Elt Ua >. peas, 4 a d ,▪ _, I_-_ wawa tit it se Y+aa nai t 8 aantd. a oY — _.—sat IONS4,1 5 nni nor ism ritiks • steak kisser( swim ▪ kgsiskis sidol we �d mama. a a Mil li 1 t• (asea *HD 1w • ea — tom. wa FiVirel aolimusismg +u Act rktailast .a grog nn ip %Mtn Mils wader IN 1 • i�i0�1 rR IMILEVOi Page 23 ari OE E IBIT "C" FORM OF DEED OF TRUST Loan Agreement (UDAG Proceeds) Page 24 between City of Fort Worth and Catholic Charities Diocese of Fort Worth. Inc. Exhibit "C" Form of Deed of Trust NOTICE OF' CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER DEED OF TRUST Terms Date: Grantor: Catholic Charities Diocese of Fort Worth, Inc., a Texas non-profit corporation Grantor's Mailing Address: Attn: President/CEO 249 West Thornhill Drive Fort Worth, TX 76115 Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: c/o City Attorney s Office City of Fort Worth 1000 Throckmorton St. Fort Worth, TX 76102 Lender: City of Fort Worth, Texas, a Texas municipality Lender's Mailing Address: c/o Housing and Economic Development Department 1000 Throckmorton St. Fort Worth, TX 76102 Loan Authority: The loan evidenced by the Note (the "Loan') and secured by this Deed of Trust is being made pursuant to grant proceeds connected to that certain Urban Development Action Grant ("UDAG) Agreement between the City of Fort Worth and the United States Department of Housing and Urban Development ("HUD"), UDAG Grant No. B-79-AA- 48 0013 (City Secretary Contract No. 10610), for authorized community or economic development `act viit` s`'e1igible for assistance under Title I of the Housing and Deed of Trust (UDAG Funds) Page 1 Catholic Charities Diocese of Fort Worth, Inc. Community Development Act of 1974, Pub. L. No. 93-383, as amended. Obligation Note Original principal amount: $100,000.00 Borrower: Catholic Charities Diocese of Fort Worth, Inc , a Texas non-profit corpoi ation Lender: City of Fort Worth, Texas, a Texas municipality Maturity Date: as described that certain Loan Agreement between the City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc , a public document on file in the Office of the City Secretary, City of Fort Worth, 1000 Throckmorton, Fort Worth, TX 76102 as City Secretary Contract No. (the "Loan Agreement"). In addition, Obligation shall include compliance by Grantor with all requirements set forth in the Loan Agreement to provide dental services to CDBG Eligible Clients, as defined in the Loan Agreement. ale l_ t an tin- roXef 1eil Prior Lien: None Other Exceptions to Conveyance and Warranty: Easements, rights -of -way and prescriptive rights, whether of record or not; all presently recorded and validly existing recorded instruments other than conveyances of the surface fee estate that affect the Property; liens described in this Deed of Trust; and, taxes for the current year. For value received and to secure payment of the Obligation, Grantor conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property subject to the Other Exceptions to Conveyance and Warranty. On performance of the Obligation, including payment of the Loan and all other amounts secured by this Deed of Trust and performance of the requirements of the CDBG Program, this Deed of Trust will have no further effect, and Lender will release it at Grantor's expense. Deed of Trust (UDAG Funds) Page 2 Catholic Chanties Diocese of Fort Worth, Inc. Clauses and Covenants A. Grantor's Obligations Grantor agrees to: 1. Keep the Property in good repair and condition; 2. Pay all taxes and assessments on the Property before delinquency and provide proof of payment of same upon request by Lender; 3. Defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve the lien's priority as it is established in this Deed of Trust; 4. Maintain all insurance coverages with respect to the Property, revenues generated by the Property, and operations on the Property that Lender reasonably requires `Required Insurance Coverages"), issued by insurers and written on policy forms acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form acceptable to Lender at least 10 days before expiration of the Required Insurance Coverages; 5. Obey all laws, ordinances, and restrictive covenants applicable to the Property; 6. Keep any buildings occupied as required by the Required Insurance Coverages; If the lien of this Deed of Trust is not a first lien, pay or cause to be paid all prior lien notes and abide by or cause to be abided by all prior lien instruments; and, 8. Notify Lender of any change of address. 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 Obligation are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid. 3. Lender may apply any proceeds received under the property insurance policies either to reduce the Obligation or to repair or replace damaged or destroyed improvements covered by the policy. If the Property is Grantor's primary residence and Lender reasonably determines that repairs to the improvements are economically feasible, Lender will make the insurance proceeds available to Grantor for repairs. Deed of Trust (UDAG Funds) Page 3 Catholic Charities Diocese of Fort Worth, Inc. 4. Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by Lender from. Grantor with respect to the Obligation or this Deed of Trust may, at Lender's discretion, be applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligation, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. 5. If Grantor fails to perform any of Grantor's obligations, subject to prior notice and cure period, Lender may perfonn those obligations and be reimbursed by Grantor on demand for any amounts so paid, including attorney s fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust. 6. If there is a default on the Obligation or if Grantor fails to perfouu any of Grantor's obligations and the default continues after any required notice of the default and the time allowed to cure, Lender may: a. Declare the unpaid principal balance and earned interest on the Obligation immediately due; Direct Trustee to foreclose this lien, in which case Lender or Lender's agent will cause notice of the foreclosure sale to be given as provided by the Texas Property Code as then in effect; and c. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Obligation. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies Lender shall give Grantor written notice of such default. Grantor shall have a period of 7 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Grantor written notice of such default. If the default is reasonably capable of being cured within 30 days, Grantor and each of the general and limited partners on behalf of Grantor shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Grantor (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Grantor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Deed of Trust (UDAG Funds) Page 4 Catholic Charities Diocese of Fort Worth, Inc. 7. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. 8. If the Property is acquired by Lender by foreclosure, Grantor's right to any insurance policies and proceeds resulting from damage to the Property prior the acquisition shall pass to Lender to the extent of the sums secured by this Deed of Trust immmediately prior to the acquisition. 9. Lender or its agents may make reasonable entries upon and inspections of the Property. Lender shall give Borrower notice at the time of or prior to an inspection giving reasonable cause for the inspection. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will: 1. Either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in 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, including a reasonable commission to Trustee; b. To Lender, the full amount of principal, interest, 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 attorney's fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that capacity. D. General Provisions 1. If any of the Property is sold under this Deed of Trust, Grantor must immediately Deed of Trust (UDAG Funds) Page 5 Catholic Charities Diocese of Fort Worth, Inc. surrender possession to the purchaser. I-f 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. 3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Obligation is extended or part of the Property is released. 5. If any portion of the Obligation cannot be lawfully secured by this Deed of Trust, payments will be applied first to discharge that portion. 6. Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred, including attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligation. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or threatened proceedings for condemnation of all or part of the Property. 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor warrants the validity and enforceability of the assignment. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of Trust. Grantor will apply all rent and other income and receipts to payment of the Obligation and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligation and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in payment of the Obligation or performance of this Deed of Trust, Lender may terminate Grantor s license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph first to expenses incurred in exercising Lender's rights and remedies and then to Grantor's obligations with respect to the Obligation and this Deed of Trust in the order determined by Lender. Lender is not required to act under this paragraph and acting under this paragraph does not waive any of Lender's other rights or remedies. If Grantor becomes a voluntary or involuntary debtor in bankruptcy, Lender's filing a proof of claim in bankruptcy will be deemed equivalent to the appointment of a receiver under Texas law. Deed of Trust (UDAG Funds) Page 6 Catholic Charities Diocese of Fort Worth, Inc. 8. Interest on the debt secured by this Deed of Trust will not exceed the maximum amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, ief-unded. On any acceleration of required or permitted prepayment, any such excess 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 concei ung the debt. 9. In no event may this Deed of Trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural 11. The term Note includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. 12. Grantor agrees to (a) keep at Grantor s address, or such other place as Lender may approve, accounts and records reflecting the operation of the Property and copies of all written contracts, leases and other instruments that affect the Property; (b) prepare financial accounting records in compliance with generally accepted accounting principles consistently applied; and (c) at Lender's request on reasonable notice from time to time, permit Lender to examine and make copies of such books, records contracts, leases, and other instruments at any reasonable time. 13. Grantor agrees to deliver to Lender, at Lender's request from time to time, internally prepared financial statements of Grantor and any guarantor of the Note prepared in accordance with generally accepted accounting principles consistently applied in detail reasonably satisfactory to Lender and certified to be materially true and correct by the chief financial officer of Grantor or its certified public accountant, as applicable. 14. If Lender orders an appraisal of the Property while a default exists or to comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to reimburse Lender for any such appraisal within 20 days of Lender's written request, that failure is a default under this Deed of Trust 15. Grantor agrees to allow Lender or Lender's agents to enter the Property at reasonable times and inspect it and any personal property in which Lender is granted a security interest by this Deed of Trust. 16. Grantor may not sell, transfer, or otherwise dispose of any Property, whether voluntarily or by operation of law except for condemnation or to obtain utility easements, Deed of Trust (UDAG Funds) Page 7 Catholic Chanties Diocese of Fort Worth, Inc. 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 Obligation, an increase in the rate of interest payable with respect to the Obligation, a transfer fee, or any other modification of the Note, this Deed of Trust , or any other instruments evidencing or securing the Obligation. Grantor may not cause or permit any Property to be encumbered by any liens, security interests, or enctunbrances other than the liens securing the Obligation and the liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions without the prior written consent of Lender. If granted, consent may be conditioned upon Grantor s executing, before granting such lien, a written modification agreement containing any reasonable terms Lender may require, such as a principal pay down on the Obligation, an increase in the rate of interest payable with respect to the Obligation, an approval fee, or any other modification of the Note, this Deed of Trust or any other instruments evidencing or securing the Obligation. Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the hens created by this Deed of Trust without the prior written consent of Lender If granted, consent for documents may be conditioned upon the Subordinate Instrument's containing express covenants to the effect that: a. The Subordinate Instrument is unconditionally subordinate to this Deed of Trust; b. If any action is instituted to foreclose or otherwise enforce the Subordinate Instrument, no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender and that consent, if granted, may be conditioned in any manner Lender determines; c. Rents, if collected by or for the holder of the Subordinate Instrument, will be applied first to the payment of the Obligation 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 Obligation and this Deed of Trust will be payable in full before any payments Deed of Trust (UDAG Funds) Page 8 Catholic Chanties Diocese of Fort Worth, Inc. on the indebtedness secured by the Subordinate Instrument. Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale, pledge, encumbrance or assignrnent 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) the withdrawal from or admission into it of any controlling limited partner or partners If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender; and (b) the execution, before such event, by the person succeeding to the interest of Grantor in the Property or ownership interest in Grantor (or security interest in such ownership) of a written modification or assumption agreement containing such • terms as Lender may reasonably require, such as a principal pay down on the Obligation an increase in the rate of interest payable with respect to the Obligation a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligation. Notwithstanding anything to the contrary herein, neither the withdrawal, removal, replacement, and/or addition of a general partner of the Grantor pursuant to the terms of its partnership agreement nor the withdrawal, replacement, and/or addition of any of Grantor s limited partners or its limited partner's general partners or members, shall constitute a default under any of the Loan documents, and any such actions shall not accelerate the maturity of the Loan, provided that any required substitute Grantor's general partner is reasonably acceptable to Lender and is selected with reasonable promptness. Any substitute general partner that is an affiliate of Grantor's limited partner is hereby deemed acceptable to Lender. 17. 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. 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 tern Grantor includes Borrower. Deed of Trust (UDAG Funds) Page 9 Catholic Charities Diocese of Fort Worth, Inc. 20. Grantor and each surety, endorser, and guarantor of the Obligation waive all demand for payment, presentation for payment, notice of intention to acceleiate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. 21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney. 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. Grantor represents that this Deed of Trust and the Note are given for the following purposes: Grantor expressly acknowledges a vendor's lien on the Property as security for the Note secured by this Deed of Trust, which represents funds advanced by Lender at Grantor's request and used in the remodeling of the improvements located on the Property. This Deed of Trust does not waive the vendor's lien, and the two liens and the rights created by this Deed of Trust are cumulative Lender may elect to enforce either of the liens without waiving the other or may enforce both. 24. Grantor agrees to furnish on Lender's request evidence satisfactory to Lender that all taxes and assessments on the Property have been paid when due. 25. If the Property is transferred by foreclosure, the transferee will acquire title to all insurance policies on the Property including all paid but unearned premiums. 26. The term Lender includes any mortgage servicer for Lender. 27. The debt and the performance secured by this Deed of Trust is a nonrecourse obligation of Borrower. Neither Borrower nor any of its General and Limited Partners nor any other party shall have any personal liability for repayment of the Loan described in the Agreement. The sole recourse of Lender under the Loan documents for repayment of the Loan or performance of any of the Obligation shall be the exercise of its right against the security for payment as defined in the Note CATHOLIC CHARITIES DIOCESE OF FORT WORTH, INC: By: Heather Reynolds, President/CEO Deed of Trust (UDAG Funds) Page 10 Catholic Charities Diocese of Fort Worth, Inc. STATE OF TEXAS } } COUNTY OF TARRANT } This instrument was acknowledged before me an by Heather Reynolds, President/CEO of Catholic Charities Diocese of Fort Worth, Inc., a Texas non-profit corporation, on behalf of said corporation. NOTARY PUBLIC, STATE OF TEXAS AFTER RECORDING RETURN TO: Attn: Charletra Hurt Housing and Economic Development Department City of Fort Worth 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 Deed of Trust (UDAG Funds) Page 11 Catholic Chanties Diocese of Fort Worth, Inc. E IBIT "D" FORM OF PROMISSORY NOTE Loan Agreement (UDAG Proceeds) Page 25 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. Exhibit "D" Form of Promissory Note PROMISSORY NOTE Date: Borrower: Catholic Charities Diocese of Fort Worth, Inc., a Texas non-profit corporation Borrower's Mailing Address: Attn: President/CEO 249 West Thornhill Drive Fort Worth, TX 76115 Lender: City of Fort Worth, Texas, a Texas municipality Place for Payment: c/o Director, Housing and Economic Development Department 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) Loan Authority: The loan evidenced by the Note (the "Loan') and secured by this Deed of Trust is being made pursuant to grant proceeds connected to that certain Urban Development Action Grant ("UDAG ') Agreement between the City of Fort Worth and the United States Department of Housing and Urban Development ("HUD '), UDAG Grant No. B-79-AA- 48-0013 (City Secretary Contract No. 10610), for authorized community or economic development activiites eligible for assistance under Title I of the Housing and Community Development Act of 1974, Pub L. No. 93-383, as amended Annual Interest Rate: Zero Percent (0%) Maturity Date: as described in that certain Loan Agreement between the City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc , a public document on file in the Office of the City Secretary, City of Fort Worth, 1000 Throckmorton, Fort Worth, TX 76102 as City Secretary Contract No. Annual Interest Rate on Matured, Unpaid Amounts: Six Percent (6%) Terms of Payment (principal and interest): 1'he Principal Amount is a forgivable deferred payment loan. Payment of the Principal Amount will only be required if Borrower does not comply with the terms of the Loan Promissory Note (UDAG Funds) Page 1 Catholic Charities Diocese of Fort Worth, Inc. Agreement, this Note, the Deed of Trust and any other instrument evidencing or securing the Loan (collectively, the 'Loan Documents"). On performance of the obligations described in the Agreement and the terms and conditions of the Loan Documents, the Loan will be forgiven. Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske, Trustee, or Leann D. Guzman, Trustee, which covers the following real property: (the "Property") Other Security for Payment: None If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender the Principal Amount. In that event, this Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After maturity, Borrower promises to pay any unpaid principal balance 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 Agreement or any other Loan Documents, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the Note immediately due and payable. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan Documents prior to exercising any remedies Lender shall give Borrower written notice of such default. Borrower shall have a period of 7 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan Documents. Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms of any of the Loan Documents prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan Documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower (a) initiates corrective action within said period and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Promissory Note (UDAG Funds) Page 2 Catholic Charities Diocese of Fort Worth, Inc. Borrower also promises to pay reasonable attorney's fees and court and other costs if this Note is placed in the hands of an attorney to collect or enforce the Note These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured Unpaid Amounts Borrower will pay Lender these expenses and interest on demand at the Place for Payment These expenses and interest will become part of the debt evidenced by the Note and will be secured by any security for payment. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of nonusurious interest that may be contracted for, taken reserved charged, or received under law Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. The execution and delivery of this Note are required under the Agreement. If any provision of this Note conflicts with any provision of the Agreement, the Deed of Trust or any other Loan Document, the provisions of the Agreement will govern to the extent of the conflict. Phis 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 other party shall have any personal liability for repayment of the Loan described in Agreement. The sole recourse of Lender under the Loan Documents for repayment of the Loan shall be the exercise of its rights against the Secunty for Payment. CATHOLIC CHARITIES DIOCESE OF FORT WORTH, INC. By: Heather Reynolds, Presidents/CEO Promissory Note (UDAG Funds) Page 3 Catholic Charities Diocese of Fort Worth, Inc. £`; BIT"E" INVOICE FORM Loan Agre went (UDAG Proceeds) Page 26 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. Agency: Address: City, State, Zip: Program. Period of Service: Attachment I INVOICE Contractor's Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of the contract between City and Agency By signing this invoice, I certify that to the best of my knowledge and belief the data included in this report is true and accurate. It is acknowledged that the provision of false information could leave the certifying official subject to the penalties of federal, state, and local law. Signature and Date: Name. Title: UDAG Funds- Exhibits Catholic Charities E,, I BIT "F EXPENDITURE WORKSHEET Loan Agreement (UDAG Proceeds) Page 27 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. City of Fort Wort, Housing and Economic Development Department Expenditure Worksheet Agency. Program: sW x Choi*Voi 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 31 32 33 34 35 38 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 Total 'Payroll must identify employee. Rent must Identify tenant Other payments should Identify Individuals, if applicable. `— -t -3 Extisrtae Lftioitstir_= %-=>: 1ADMOIISTRAT77FlHOLWIA"OiilroY_'_ ==--5' Salaries FICA Life Insurance Health Insurance Disability Insurance Unemployment -State Lopl & Accounting EROGRA7$FERS01*4EI Salaries FICA Life Insurance Health Insurance Unemployment Worker's Compensation Retirement I$UP lIESANQ Office Supplies Office Equipment Rental Postage Printing MISCELLAIREt%j8 Conference & Seminars Conetmction&Buildine Materials Contract Labor Craft Supplies Credit Reports Factiit' Fees Field Trip Coals Food Supplies Mileage Teaching Aida iEALtttt tA7W timrnESJ tt: -4 Telephone Electric Gas Water and Wastewater Solid Waste Disposal Rent Custodial Services Repairs Cleaning Sup lies LE _EtNAN-AhtlI Fidelity Bond or Equivalent Directors and Officers General Commercial Liability Legal Fees Contract Accounting DIRECrASSISfANC& Childcare Scholarships Counseling - Individual Sessions Counseling- Group Sessions Short-term Rent Assistance Short-term Mortgage Assistance Short-term Utilities Assistance Tenant Based Rental Assistance CAi UAtDUii-AWa yam-- -=sue.= _.�.-. f t2: Furniture, Fixtures Computers Office Equipment Sport and Recreation Equipment Attachment II __s_;-__ s_-ei+. 1001 1002 1003 1004 1005 1006 1007 2001 2002 2003 2004 2005 2006 2007 3001 3002 3003 3004 4001 4002 4003 4004 4005 4006 4007 4008 4009 4010 5001 5002 5003 5004 5005 5006 5007 5008 5009 80001 6002 6003 6004 6005 7001 7002 7003 7004 7005 7006 7007 zw 8001 8002 8003 8004 UDAG Funds- Exhibits Catholic Charities EXkIIBIT "G" FORM OF REPORT FOR CDBG SERVICES Loan Agreement (UDAG Proceeds) Page 28 • between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. If the aggregate marl of any City of Fort Worth Housing and Economic Devahprnent Department Clint Data Raped Agony: Program: eporled mW6pb nee combhatlon that la nol Yated above *rands 1% of the total poputatlon being reported, the mmbma ion alwoid be reported separately. Place a 1 In the appro date column. BIT AUDIT REQUIREMENTS CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT AUDIT REQUIREMENTS Organizations expending $500,000 or more in federal awards (from City of Fort Worth and other funding sources) during their fiscal years shall obtain either an annual single audit or a program specific audit. Organizations may have a program specific audit in accordance with OMB Circular A-133, or other standard set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the Catalog of Federal Domestic Assistance (CFDA). If funds are spent for more than one federal program a single audit is required. The audited time period is the organization's fiscal year and not the City of Fort Worth's funding period. The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit by the appropriate regulatory body. The CPA shall meet all of the general standards concerning qualifications, independence, due professional care and quality control as required by Government Auditing Standards, including the requirements for continuing professional education and external peer reviews. Auditor selection must adhere to federal procurement requirements. A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City of Fort Worth contract is no longer required The Schedule of Expenditures of Federal Awards should list City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the CFDA number (OMB A-133 § .310). The independent auditor's report should include all of the relevant items listed on the ' Audit Report Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance of the following publications: Government Auditing Standards issued by the Comptroller General of the United States, 2003 OMB Circular A-133 as revised 6/30/97 and amended June 2003 OMB Circular A-133 Compliance Supplement AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not -for -Profit Organizations Receiving Federal Awards' Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations AICPA's Audit Risk Alert "State and Local Governmental Developments" Government Auditing Standards by the Texas Department of Houstng and Community Affairs for Properties Receiving Low Income Housing Tax Credits All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form which certifies whether you are subject to a single/program audit Loan Agreement (UDAG Proceeds) Page 29 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. Organizations receiving federal awards from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within 60 days of the end of the organization's fiscal year in the year that the project was completed. The following items should be submitted to the City of Fort Worth Housing and Economic Development Department within the required tirneframe: Due 60 days after organization's fiscal year end in the year that the protect was completed: (required for all subreeipients) Completed Audit Certification Form Due within the earlier of 30 days after recein t of the auditor's report or nine months after the end of the audit period. Two copies of the entire audit report issued by the CPA Two copies of any management letter issued by the CPA in conjunction with the audit report Two copies of management's comments on all findings, recommendations, & questioned costs contained in the audit report and management letter, including a detailed corrective action plan Failure to submit any of these items by the required due date may result in holds on current draw requests, suspension of the organization's contract(s) and eligibility for future funding. If the organization does not meet the requirements of having a single/program audit conducted records must still be kept available for review or audit by City of Fort Worth staff (OMB A-133 Subpart B See 200(d) If additional information is needed concerning the audit requirements, please call (817) 392-6141. Loan Agreement (UDAG Proceeds) Page 30 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT SINGLE AUDIT REPORT CHECKLIST The Department developed this checklist to help organizations improve the quality and completeness of audit reports. General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial Statements in accordance with GoverninentAuditing Standards Notes to the General Purpose or Basic Financial Statements of the Organization A Schedule of Expenditures of Federal Awards, including the Department's contract numbers, the total expended for the federal program, and the CFDA number (OMB A-133 Subpart C Sec 310). Opinion/Report on Schedule of Expenditures of Federal and State Awards Report on Compliance and on Internals Control Over Financial Reporting Based on an Audit of Financial Statements Perfoiiiied in Accordance With Government Auditing Standards. (OMB A-133 § 505 (b)) • Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over Compliance in Accordance with OMB Circular A-133. (OMB A-133 § 505 (c)) Schedule of Findings and Questioned Costs (OMB A-133 §. 505d), including* Summary Schedule of Prior Audit Findings reporting the status of all findings included in the prior audit's schedule of findings and questioned costs (OMB A-133 Sec. 315 (a) and (b)) Corrective Action Plan including (OMB A-133 Sec. 315 (c)) name of person responsible for the corrective action, corrective action planned, anticipated completion date, and explanation and reason if auditee does not agree with findings or believes correction is not required. All reports are signed and dated by the auditor Two copies of the audit reports are submitted Two copies of the management letter, if issued in conjunction with the audit report. Two copies of comments by management concerning all findings and recommendations included in management letter, including a corrective action plan. Loan Agreement (UDAG Proceeds) Page 31 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT Audis, Certification Form Subrecipient: Fiscal Year Ending: / / Month Day Year (� We have exceeded the federal expenditure threshold of $500,000. We will have our Single Audit or Program Specific Audit completed and will submit the audit report within nine (9) months after the end of the audited fiscal year. We did not exceed the $500,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be performed this fiscal year. (Fill out schedule below) Must be filled out if Single Audit or Program Audit is not required: Federal Grantor Federal Expenditure Disclosure Federal Funds Pass Through Program Name & Contract Grantor CFDA Number Number Total Federal Expenditures for this Fiscal Year $ Expenditures Printed Name Title (Must be CFO, CEO or equivalent) Authorized Signature (Must be CFO, CEO or equivalent) Phone Number Date Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding. Submit this form to the City of Fort Worth Housing and Economic Development Department within 60 days after the end of your Fiscal year Loan Agreement (UDAG Proceeds) Page 32 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. E IBIT "I" INSURANCE • Loan Agreement (UDAG Proceeds) Page 33 between City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc. AC'=eRift OP ID: EU DATE (MINDDJYWY) 10/30/12 THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(8), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcyees) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsomcnt(s). PRODUCER 817-420 57001 °t1a°►"a CT Jasmine Chines Frost Insurance - Fort worth 817-420 57601+ PAHic Ke, Exu:517-420.5700 1 a C, Nol; 817-420 5760 P.O. Box 33528 Ft. Worth, TX 76162 aoa�ss: jchinea@frost(nsurance.com Rod Barber & Jim Dickenson CE :TIFiCATE OF LIABILITY INSURANC cosiara m Y: R CATHO-3 INSURER(S) AFFORDING COVERAGE I NAIL INSURED INSURER A:Philadelphia Insurance Co. 123860 INSURER e : The Hartford INSURER a :Federal Insurance Company 120281 INSURER D INSURER E : INSURER P COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR' POUCY Et-F POLICY ESP LTR TYPE OF INSURANCE Catholic Charities, Diocese of Fort Worth, Inc. 249 W, Thornhill Fort Worth, TX 76115 GENERAL LIABILITY A X COMMERCIAL GENERAL LIABILITY PHPK781240 11/01/12 11/01/13 CLAIMS -MADE I X ( OCCUR INSR wvn POLICY NUMBER IMMIDDIYYYYI (MMIODIYYYY) G�E N'L AGGREGATE UMIT APPLIES PER: 7 I POLICY I I PF O I I LOC AUTOMOBILE UABIL TY A X ANY AUTO PHPK781240 11/01/12 11/01/13 ALL OWNED AUTOS _ SCHEDULED AUTOS X HIRED AUTOS X NON-OWNEDAUTOS X UMBRELLA LIAR EXCESS UAM A X OCCUR CLAIMS -MADE _ DEDUCTIBLE X RETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUOED7 (Mandatory in NH) If yes describe under DESCRIPTION OF OPERATIONS below A Professional Liab C EE Fidelity Crime YIN N/A PHUB361419 11/01/12 11/01/13 46WEAC1269 11/01/12 IPHPK781240 • 82244206 11/01/12 11/01/12 11/01/13 11/01/13 11/01/13 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD lot, Additional Remarks Schedule, if more space Is required) NEP Organization - 249 W Thornhill CERTIFICATE HOLDER CANCELLATION LIMITS EACH OCCURRENCE $ UAMAGt 10 REN1 EO PREMISES (Ea occurrence) $ MED EXP (Anyone person) I $ PERSONAL & ADV INJURY I $ GENERAL AGGREGATE I $ PRODUCTS - COMP/OP AGO $ Emp Ben. s COMBINED SINGLE LIMIT $ (Ea accident) BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per eccidenl) I EACH OCCURRENCE AGGREGATE $ 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,0001 1,000,000 1,000,000 s $ 4,000,000 $ $ Is X I TORY LIMITS I I°FR EL EACH ACCIDENT $ E.L. DISEASE- EA EMPLOYEEI $ EL DISEASE -POUCYLIMIT $ Prof Fidelity 4,000,000 1,000,000 1,000,000 1,000,00D tmlll2mi/ 250,000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WiTH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 19B8-2009 ACORD CORPORATION. All rights reserved ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL & GENERAL LIABILITY Prepared for. Catholic Charities, Diocese of Fort Worth Carrier: Evanston Insurance Company Effective Dates: 10/05/12 to 1.0/05/13 Subject Limit Professional Liability Retroactive Date: 10/05/2012 $1,000,000 Each Claim $3,000,000 Aggregate $1,000 Deductible Each Claim Professional Services: Dental services General Liability $1,000,000 Each Occurrence Coverage A* $1,000,000 Each Person/Org. Coverage B** $5,000 Med Pay Coverage C*** $3,000,000 Aggregate All Coverages $1,000 Deductible Ea. Occurrence/Ea. Person or Org. Retroactive Date: Policy Inception Specified Products, Goods, Operations and Premises: Dental operations, all related premises and operations of the insured *Coverage A: Bodily Injury and Property Damage Liability/ $50,000 damage to premises — any one premise *'`Coverage B: Personal Injury and Advertising Injury Liability ***coverage C: Medical Payments — Each Injured Person Ni&C - Council Agenda City of Fort Worth, Texas Mayor and Council Communication >uNC1 ;ACTI+ A� rave+ at ' ti 2t 1 = i�c lnanc 1Vc 24z8 4 =Z DATE Tuesday, July 10, 2012 LOG NAME: 17UDAG CATHOLICCHARITIES_100K SUBJECT: Authorize Expenditure in the Amount of $100,000.00 of Urban Development Action Grant Program Income as a Forgivable Loan to Catholic Charities Fort Worth for the Construction of a Dental Clinic to Serve Low and Moderate Income Residents and Adopt Appropriation Ordinance (COUNCIL DISTRICT 9) REFERENCE NO.: **C-25677 RECOMMENDATION It is recommended that the City Council: 1. Authorize expenditure in the amount of $100,000.00 of Urban Development Action Grant Program Income as a forgivable Loan to Catholic Charities Fort Worth for the construction of a dental clinic to serve low and moderate income residents in furtherance of and in accordance with the U.S. Department of Housing and Urban Development's national objectives of promoting activities that benefit low and moderate income persons as outlined in Title 24 of the Code of Federal Regulations. 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Fund by the amount of $100,000.00 from available funds. DISCUSSION Catholic Charities Fort Worth (Catholic Charities) approached the City requesting funds for the construction of a dental clinic at its office that would serve low and moderate income residents. The clinic will be located at 249 West Thornhill Drive in South Fort Worth and would serve individuals and households with incomes at or below 200 percent of the federal poverty level. The total cost of the http://apps.cfivnet.org/ecouncil/pnntmc.asp?Id=17032&print=true&DocType=Pnnt[7/17/2012 9:30:23 AM] M&C -Council Agenda clinic is approximately $756,000.00 and the operating costs will be funded by St. Joseph Health Care Trust Fund, dental services fees and Medicaid. On June 5, 2012, Staff presented a recommendation to the Housing and Economic Development Committee to provide $100,000.00 in Urban Development Action Grant (UDAG) Program Income as a forgivable loan to Catholic Charities for the construction of the dental clinic. UDAG Program Income funds are generated from lease payments of the Radisson Parking Garage which was funded under the federal grant. Federal rules require that the program income generated under the grant be used on projects that meet the following' • A Community Development Block Grant (CDBG) Economic Development project; • Must be used in a CDBG eligible area; and • The project must also include private investment. Staff has reviewed the dental clinic project and has determined that it meets federal requirements. Therefore, Staff recommends providing a forgivable loan to Catholic Charities with the following terms: • Term will expire two years after construction is complete; • Funds can only be used for construction costs; • Funds provided on a reimbursement basis; • Catholic Charities must submit quarterly reports for two years after the project is completed showing that the clinic is serving primarily low and moderate income residents; and • Loan will be forgiven at the end of the term so long as Catholic Charities has provided the reports showing that it served primarily low -and moderate -income individuals A lien will be placed on the property to enforce this requirement. This project will accomplish the public purpose of furthering the U.S. Department of Housing and Urban Development's national objectives of promoting activities that benefit low and moderate income persons, as outlined in Title 24 of the Code of Federal Regulations. The dental clinic will be located in COUNCIL DISTRICT 9. FISCAL INFORMATION / CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations, and adoption of the attached appropriation ordinance, funds will be available in the current operating budget, as appropriated, of the Grants Fund. FUND CENTERS* TO Fund/Account/Centers GR76 539120 005206948080 GR76 442216 005206948000 FROM Fund/Account/Centers $100.000.00 GR76 539120 0052Q6948080 $100.000.00 CERTIFICATIONS: Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: Fernando Costa (6122) Jay Chapa (5804) Cynthia Garcia (8187) Charletra Hurt (7536) ATTACHMENTS 1. 17UDAG CATHOLICCHARITIES'00K A012.doc (Public) 2. Available Funds docx (CFW Internal) $100.000.00 http://apps.cfwnet.org/ecouncil/printmc.asp?td=17032&print=true&DocType=Pnnt[7/17/2012 9:30:23 AM] M&C - Council Agenda 3. CCFW Dental Clinic,pdf (Public) http://apps.cfwnet.org/ecouncil/pnntmc.asp?id=17032&print=true&DocType=Pnnt[7/17/2012 9:30:23 AM] FILED TA RRAij CO UHF( ( Tr? 2013,14! 28 A Ev hibit "C" Fon r l of Deed of LE rush 1 9: 5 r' NOTICE OF CONFf U) E+ l T 1TIJAL Ei L Y ,` 11CUTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMA ION FROM THIS INSTRUMENT EVOKE f1SPLIED FOR RECORD fiN1 THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR rL U.E� Oi�� IVELICENSE LIC NSE o NUMBER Date: Ole ILI- acts DEED OFTRUST Teens Grantor: Catholic Charities Diocese of Fort Worth, Inc., a Texas non-profit corporation Cnmtor's Mailing Address: Attn: President/CEO 249 West Thornhill Drive Fort Worth, TX 76115 '. `rustee: Vicki S. Ganske or Leann D. Guzmai rustee's Mailing Address: c/o City Attorney's Office City of Fort Worth 1000 Throekmorton St. Fort Worth, TX 76102 Lender: City of Fort Worth, Texas, a Texas n Lender's Mailing Address: c/o Housing and Economic Develop] 1000 'i'hrockmorton St. Fort Worth, TX 76102 ar At 'Id r& Loan Authority: The loan evidenced bythe Note (the "Loan") and secured by this Deed of Trust is being pursuant togrant proceeds connected to that certain Urban Development Action made Grant ("UDAG") Agreement eement between the City of Fort Worth and the United States Department of Housingand Urban Development ("HUD"), UDAG Grant No. L-79-AA- 48-001 3 (City SecretaryContract No. 10610), for authorized community or economic developmenteligible activiites eli 'ble for assistance under Title I of the Housing and Page 1 Deed of Trust (UDAG Funds) Catholic Charities Diocese of Fort Worth, Inc. l 1 --`>9- j..•) P02 : 15 IN Community Development Act of 1974, Pub. L. No. 93 -3 83, as amended. Obligation Note Original principal amount: S100,000.00 Borrower: Lender: Maturity Catholic Charities Diocese of Fort worth, Inc., a Texas non-profit corporation City of Fort Worth, Texas, a Texas municipality ate: as described that certain Loan Agreement between the City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc., a public document on file in the Office of the City Secretary, City of Fort Worth, 1000 Thr ockniorton, Fort Worth, TX 76102 as City ecretary Contract Igo . __ _ =• (the "Loan Agreement") . In addition, Obligation shall include compliance by Grantor with all requirements set forth in the Loan Agreement to provide dental services t© CDBG Eligible Clients, as defined in the Loan Agreement _ 4one•tlb- {mctu. ani improvements .1 er*ont Clinic. local -ea xt 2Liq Vie,* iviornhiiI Delve (t-he vitp-eitti Os rin ore. ecirkcAII u depict -Vert i n The innotf rand Oro De v- - 4 esc ri P+i ovi bon o -as P.)ckibie k• of }-kt C 4-e..e.Jt Lit Lk6t$ Prior Lien: None Other Exceptions to Conveyance and Warranty: Easements, rights -of -way, and prescriptive rights, whether of record or not; all presently recorded and validly existing recorded instruments other than conveyances of the surface fee estate that affect the Property; liens described in this Deed of Trust; and, taxes for the current year. For value received and to secure payment of the Obligation, Grantor conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty. On performance of the Obligation, including payment of the Loan and all other amounts secured by this Deed of Trust and performance of the requirements of the CDBG Program, this Deed of Trust will have no further effect, and -Lender will release it at Grantor's expense. Deed of Trust (UDAG Funds) Page 2 Catholic Charities Diocese of Fort Worth, Inc. Clauses and Covenants A. Grantor's Obligations Grantor agrees to: 1. Keep the Property in good repair and condition; 2. Pay all taxes and assessments on the Property before delinquency and provide proof of payment of same upon request by Lender; 3. Defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve the lien's priority as it is established in this Deed of Trust; 4. Maintain all insurance coverages with respect to the Property, revenues generated by the Property, and operations on the Property that Lender reasonably requires `Required Insurance Coverages"), issued by insurers and written on policy forms acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form acceptable to Lender at least 10 days before expiration of the Required Insurance Coverages; 5. Obey all laws, ordinances, and restrictive covenants applicable to the Property; 6. Keep any buildings occupied as required by the Required Insurance Coverages; If the lien of this Deed of Trust is not a first lien, pay or cause to be paid all prior hen notes and abide by or cause to be abided by all prior lien instruments; and, 8. Notify Lender of any change of address. 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 Obligation are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid. 3. Lender may apply any proceeds received under the property insurance policies either to reduce the Obligation or to repair or replace damaged or destroyed improvements covered by the policy. If the Property is Grantor's primary residence and Lender reasonably determines that repairs to the improvements are economically feasible, Lender will make the insurance proceeds available to Grantor for repairs Deed of Trust (UDAG Funds) Page 3 Catholic Charities Diocese of Fort Worth, Inc. 4. Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by Lender from Grantor with respect to the Obligation or this Deed of Trust inay, at Lender's discretion, be applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligation, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. If Grantor fails to perform any of Grantor's obligations, subject to prior notice and cure period, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including attorney s fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust 6. If there is a default on the Obligation or if Grantor fails to perfonn any of Grantor's obligations and the default continues after any required notice of the default and the time allowed to cure, Lender may: Declare the unpaid principal balance and earned interest on the Obligation immediately due; b. Direct Trustee to foreclose this lien, in which case Lender or Lender's agent will cause notice of the foreclosure sale to be given as provided by the Texas Property Code as then in effect; and c. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Obligation. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies Lender shall give Grantor written notice of such default. Grantor shall have a period of 7 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Grantor written notice of such default. If the default is reasonably capable of being cured within 30 days, Grantor and each of the general and limited partners on behalf of Grantor shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Grantor (a) initiates corrective action within said period, and (b) diligently, .continually, and in good faith works to effect a cure as soon as possible, then Grantor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Deed of Trust (UDAG Funds) Page 4 Catholic Charities Diocese of Fort Worth, Inc. 7. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. 8. If the Property is acquired by Lender by foreclosure Grantor's right to any insurance policies and proceeds resulting from damage to the Property prior the acquisition shall pass to Lender to the extent of the sums secured by this Deed of Trust immediately pnor to the acquisitio n. 9. Lender or its agents may make reasonable entries upon and inspections of the Property. Lender shall give Borrower notice at the time of or pnor to an inspection giving reasonable cause for the inspection. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will: 1. Either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in 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, including a reasonable commission to Trustee; b. To Lender, the full amount of principal, interest, 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 attorney's fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that capacity. D. General Provisions 1. If any of the Property is sold under this Deed of Trust, Grantor must immediately Deed of Trust (UDAG Funds) Page 5 Catholic Charities Diocese of Fort Worth, Inc. 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. 3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Obligation is extended or part of the Property is released. 5. If any portion of the Obligation cannot be lawfully secured by this Deed of Trust, payments will be applied first to discharge that portion. 6. Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred, including attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligation. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or threatened proceedings for condemnation of all or part of the Property. 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor warrants the validity and enforceability of the assignment. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of Trust. Grantor will apply all rent and other income and receipts to payment of the Obligation and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligation and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in payment of the Obligation or performance of this Deed of Trust, Lender may terminate Grantor s license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and receipts Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph first to expenses incurred in exercising Lender's rights and remedies and then to Grantor's obligations with respect to the Obligation and this Deed of Trust in the order determined by Lender. Lender is not required to act under this paragraph and acting under this paragraph does not waive any of Lender's other rights om remedies. If Grantor becomes a voluntary or involuntary debtor in bankruptcy, Lender's filing a proof of claim in bankruptcy will be deemed equivalent to the appointment of a receiver under Texas law. Deed of Trust (UDAG Funds) Page 6 Catholic Charities Diocese of Fort Worth, Inc. 8. Interest on the debt secured by this Deed of Trust will not exceed the maximum amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration of required or pennitted prepayment, any such excess 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 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 condemnation or to obtain utility easements, Deed of Trust (UDAG Funds) Page 7 Catholic Charities Diocese of Fort Worth, Inc. 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 Obligation, an increase in the rate of interest payable with respect to the Obligation, a transfer fee, or any other modification of the Note, this Deed of Trust , or any other instruments evidencing or securing the Obligation. Grantor may not cause or permit any Property to be encumbered by any liens, security interests, or encumbrances other than the liens securing the Obligation and the hens securing ad valorem taxes not yet due and payable and the Permitted Exceptions without the prior written consent of Lender. If granted, consent may be conditioned upon Grantor s executing, before granting such lien a written modification agreement containing any reasonable terms Lender may require, such as a principal pay down on the Obligation, an increase in the rate of interest payable with respect to the Obligation, an approval fee, or any other modification of the Note, this Deed of Trust or any other instruments evidencing or securing the Obligation. Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the hens created by this Deed of Trust without the prior written consent of Lender If granted, consent for documents may be conditioned upon the Subordinate instrument's containing express covenants to the effect that: a. The Subordinate Instrument is unconditionally subordinate to this Deed of Trust; b. If any action is instituted to foreclose or otherwise enforce the Subordinate Instrument, no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender, and that consent, if granted, may be conditioned in any manner Lender determines; c. Rents, if collected by or for the holder of the Subordinate Instrument, will be applied first to the payment of the Obligation 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 Obligation and this Deed of Trust will be payable in full before any payments Deed of Trust (UDAG Funds) Page 8 Catholic Charities Diocese of Fort Worth, Inc. on the indebtedness secured by the Subordinate Instrument. Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale pledge, encumbrance, or assigmnent 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 fiom or admission into it of any general partner, or (3) the withdrawal from or admission into it of any controlling limited partner or partners If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender; and (b) the execution before such event, by the person succeeding to the interest of Grantor in the Property or ownership interest in Grantor (or security interest in such ownership) of a written modification or assumption agreement containing such • terms as Lender may reasonably require, such as a principal pay down on the Obligation, an increase in the rate of interest payable with respect to the Obhgation, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligation. Notwithstanding anything to the contrary herein, neither the withdrawal, removal, replacement, and/or addition of a general partner of the Grantor pursuant to the terms of its partnership agreement nor the withdrawal, replacement, and/or addition of any of Grantor s limited partners or its limited partner's general partners or members, shall constitute a default under any of the Loan documents, and any such actions shall not accelerate the maturity of the Loan, provided that any required substitute Grantor's general partner is reasonably acceptable to Lender and is selected with reasonable promptness. Any substitute general partner that is an affiliate of Grantor's limited partner is hereby deemed acceptable to Lender. 17. 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. 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 (UDAG Funds) Page 9 Catholic Chanties Diocese of Fort Worth, Inc 20. Grantor and each surety, endorser, and guarantor of the Obligation waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by 1 aw. 21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust 1s placed in the hands of an attorney. 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. 234 Grantor represents that this Deed of Trust and the Note are given for the following purposes: Grantor expressly acknowledges a vendor's lien on the Property as security for the Note secured by this Deed of Trust, which represents funds advanced by Lender at Grantor's request and used in the remodeling of the improvements located on the Property. This Deed of Trust does not waive the vendor's lien, and the two liens and the rights created by this Deed of Trust are cumulative. Lender may elect to enforce either of the liens without waiving the other or may enforce both. 24. Grantor agrees to furnish on Lender's request evidence satisfactory to Lender that all taxes and assessments on the Property have been paid when due. 25. If the Property is transferred by foreclosure, the transferee will acquire title to all insurance policies on the Property including all paid but unearned premiums. 26. The term Lender includes any mortgage servicer for Lender. 27. The debt and the performance secured by this Deed of Trust is a nonrecourse obligation of Borrower. Neither Borrower nor any of its General and Limited Partners nor any other party shall have any personal liability for repayment of the Loan described in the Agreement. The sole recourse of Lender under the Loan documents for repayment of the Loan or performance of any of the Obligation shall be the exercise of its right against the security for payment as defined in the Note. Deed of Trust (UDAG Funds) Catholic Charities Diocese of Fort Worth, Inc. CATHOLIC CHARITIES DIOCESE OF 11 WORTH, fT C ealcm-0 0-\ Heathereynolds, President/CEO Page 10 RT 0 to . _ Ji ?L CPF Ti3:2 'i tc) } } CU J! Y O 1% rL ART LM1lV T This instrument was acknowledged before me on Reynolds, President/CEO of Catholic Charities Di corporation, on behalf of said corporation. may M Cnocieirn ` -Sof Meal A4J40/3 by Heather cese of Fort Worth, Inc,, a Texas non-profit NOTARY PUBLIC.; S T AFTKR RECORDING r, RETURN /10: Attn: Charletra Hutt Housing and Economic Development Department City of Fort Worth 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 Deed of Trust (UDAG Funds) Catholic Charities Diocese of Fort Worth, Inc. Ks,: fr-vti 1. r tf `i.ft, n,_47\? Diana L Long My Commission Expires 03/28/2016 Page 11 By: MARY LOUISH GARCIA COUNTY CLERK CITY OF FORT WORTH 1000 TROCKMORTON FT WORTH, TX 76102 • IT 4 i • iruuf#ty• •• . coui'4t'. i * + �r7•gq•r Submitter: CITY OF FORT WORTH 100 West Weatherford Fort Worth, TX 76196-0401 PHONE (817) 884-1195 DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 1/28/2013 9:37 AM Instrument #: D213021796 DT 12 PGS $56.00 D213021796 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. Prepared by: CAMADDOCK Date: Oi- ltl- z0t3 Exhibit "TO" Form of Pronsuory Note PROM.+_1ISS OJbtY NOT i1 Borrower: Catholic Charities Diocese of Fort Worth, Inc., a Texas non-profit corporation Borrower's Mailing Address: Attn: President/CEO 249 West Thornhill Drive Fort Worth, TX 76115 Lender: City of Fort Worth, Texas, a Texas municipality Place for Payment: c/o Director, Housing and Economic Development Department 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: ONE HUNDRED THOUSAND AND NO/100 DOLLARS (S100,000.00) Load Authority: The loan evidenced by the Note (the "Loan") and secured by this Deed of Trust is being made pursuant to grant proceeds connected to that certain Urban Development Action Grant ("UDAG") Agreement between the City of Fort Worth and the United States Department of Housing and Urban Development ("HUD"), UDAG Grant No. B-79-AA- 48-0013 (City Secretary Contract No. 10610), for authorized community or economic development activiites eligible for assistance under Title I of the Housing and Community Development Act of 1974, Pub. L. No. 93-383, as amended. Annual Interest Rate: Zero Percent (O%) Maturity Date: as described in that certain Loan Agreement between the City of Fort Worth and Catholic Charities Diocese of Fort Worth, Inc., a public document on file in the Office of the City Secretary, City of Fort Worth, 1000 Throckmorton, Fort Worth, TX 76102 as City Secretary Contract .i. Annual Interest Rate on Matured, Unpaid Amounts: Six Percent (6%) Terms of Payment (principal and interest): The Principal Amount is a forgivable deferred payment loan. Payment of the Principal Amount will only be required if Borrower does not comply with the terms of the Loan Promissory Note (UDAG Funds) Page 1 Catholic Charities Diocese of Fort Worth, Inc. oi_29 1 Agreement, this Note, the Deed of Trust and any other instrument evidencing or securing the Loan (collectively, the"Loan Documents"). On perfonmance of the obligations described in the Agreement and the terms and conditions of the Loan Documents, the Loan will be forgiven. Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske, Trustee,or Leann D. Guzman,Trustee, which covers the following real property: Im�maculake klea�-� ok �'Ytavu (the"Property") Other Security for Payment: None If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender the Principal Amount. In that event, this Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After maturity, Borrower promises to pay any unpaid principal balance 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 Agreement or any other Loan Documents, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the Note immediately due and payable. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment,notice of intention to accelerate maturity, notice of acceleration of maturity,protest, and notice of protest,to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the tenns of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower written notice of such default. Borrower shall have a period of 7 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan Documents. Notwithstanding anything to the contrary,if a non-monetary event of default occurs under the terms of any of the Loan Documents,prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan Documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower(a)initiates corrective action within said period, and(b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Promissory Note(UDAG Funds) Page 2 Catholic Charities Diocese of Fort Worth,Inc. Borrower also promises to pay reasonable attorney's fees and court and other costs if this Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on dernand 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 nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. The execution and delivery of this Note are required under the Agreement. If any provision of this Note conflicts with any provision of the Agreement, the Deed of Trust or any other Loan Document, the provisions of the Agreement 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 other party shall have any personal liability for repayment of the Loan described in Agreement. 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. CATHOLIC CHARITIES DIOCESE 11i' IVOR WORTHS INC. (AHeather Re olds, Presidents/CEO Promissory Note (UDAG Funds) Page 3 Catholic Charities Diocese of Port Worth, Inc.