HomeMy WebLinkAboutContract 44640-A1 Cfty$ECRETAW ��
cwRACT NO.
FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 44640
WHEREAS, on July 18, 2013 the City of Fort Worth ("City") and Lancaster Corridor
Redevelopment, LLC ("Developer") made and entered into City Secretary Contract No. 44640
(the"Contract) as authorized by the City Council in M&C C-24976 adopted on June 14, 2011;
WHEREAS, the funding provided to Developer in the Contract was from a grant received
by the City from the United States Department of Housing and Urban Development through the
HOME Investment Partnership Program, Catalog of Federal Domestic Assistance No. 14.239
("HOME");
WHEREAS, the purpose of the Contract was to provide $2,000,000.00 in the form of a
subordinate forgivable loan of HOME Funds for certain acquisition expenses, as well a portion
for the costs to develop the Lancaster Place Apartments, an 130-unit mixed use, mixed income
rental development to be located in the 200 - 300 blocks of West Lancaster Avenue, Fort Worth,
TX 76102;
WHEREAS, the development has been reduced in size and scope since the Contract was
executed, therefore the amount of the HOME funds has been reduced to $1,400,000.00 and the
number of affordable units has changed to 11;
WHEREAS, Pinnacle Bank ("Pinnacle") has agreed to make Developer a construction
and permanent loan and participate in the project by occupying approximately 8,912 of the
project's commercial space as its headquarters;
WHEREAS, Pinnacle has requested that the name of the project be changed from
Lancaster.Place Apartments to Pinnacle Bank Place;
WHEREAS, the changes in the size and scope of the development also require that the
Scope of Work, the Budget and the Construction and Reimbursement Schedule be amended;
WHEREAS, Pinnacle as part of its construction and permanent loan to Developer has
requested certain changes to the payment of the HOME funds; and
o WHEREAS, it is the mutual desire of City and Developer to amend the Contract to meet
mContract objectives.
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o NOW, THEREFORE, City and Developer hereby agree to amend the Contract as
follows:
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OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 1
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
I.
Section 2. DEFINITIONS is amended to be and read as follows by adding the following:
"Account of Expenses means all reports and other documentation described in
Section 10 to be submitted by Developer for payment of HOME Funds after the
closing of the Pinnacle Loan."
Section 2. DEFINITIONS Completion Deadline is amended to be and read as follows:
"Completion Deadline means December 31, 2017." Section 2. DEFINITIONS
Complete Documentation is amended to be and read as follows by adding the following:
• "Complete Documentation shall meet the standards described in Exhibit "J" —
Standards for Complete Documentation.
• Final reimbursement shall not be made until all liens are released to City's
satisfaction."
Section 2. DEFINITIONS is amended to be and read as follows by adding the following:
"Intercreditor Agreement" means the Intercreditor and Subordination
Agreement among Pinnacle, Developer and City outlining the relative priorities of
Pinnacle's construction and permanent loan and the City's Loan for the project."
Section 2. DEFINITIONS is amended to be and read as follows by deleting the second
paragraphs of the definitions of HOME Unit, High HOME Unit and Low HOME Units in
their entirety and replacing them with the following, as applicable:
"This project contains 11 HOME Units. Of these 11 HOME Units, 4 are
efficiencies, 4 are one-bedroom units, and 3 are two-bedroom units."
"This project contains 8 High HOME Units.
"This project contains 3 Low HOME Units."
Section 2.DEFINITIONS is amended to be and read as follows by adding the following:
"Loan means the HOME Funds provided to Developer by City in the form of a
subordinate forgivable deferred payment loan under the terms of this Contract as
more particularly described in the Loan Documents. "Pinnacle Loan means the
construction and permanent loan made by Pinnacle to Developer for the project.
Section 2. DEFINITIONS Required Improvements or project is amended to be and
read as follows by substituting the following for the second sentence:
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 2
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
"The Required Improvements will be commonly known as Pinnacle Bank Place."
Section 2. DEFINITIONS is amended to be and read as follows by adding the following:
"Plans means the plans and specifications related to the Required Improvements
prepared by Developer's architect which have been delivered to and then
reviewed and approved by City on or before the Effective Date, and any and all
amendments thereto approved by City."
II.
Section 3.1 Term of Contract is deleted in its entirety and replaced with the following:
Section 3.1 Term of Contract
"The term of this Contract commences on the Effective Date and terminates on
December 31, 2017."
Section 4.1 Provide HOME Funds is deleted in its entirety and replaced with the
following:
"Section 4.1 Provide HOME Funds.
City shall provide up to $1,400,000.00 of HOME Funds in the form of the Loan
for eligible expenses for the development of the Required Improvements under the terms
and conditions described herein."
Section 4.2 City Will Monitor is amended to be and read as follows by adding the
following sentence:
"Monitoring by City will include oversight of the financial condition of the
project to determine the continued financial viability of the housing in accordance with
the requirements of HOME Regulations."
Section 5.1 Construction and Permanent Financing is amended to be and read as
follows by substituting the following for the first sentence:
"Developer shall close on the Pinnacle Loan for the Required Improvements by
May 1, 2015."
Section 5.2 Required Improvements is deleted in its entirety and replaced with the
following:
"5.2 Construction of Required Improvements.
5.2.1 Until the closing of the Pinnacle Loan, Developer shall complete the
construction of the Required Improvements as described in Exhibit "A" — Project
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 3
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
Summary in accordance with the Plans, the schedule in Exhibit "C" — Construction
and Reimbursement Schedule, and the terms and conditions of this Contract.
5.2.2 After the closing of the Pinnacle Loan, Developer shall complete the
construction of the Required Improvements as described in Exhibit "A" — Project
Summary in accordance with the Plans, the schedule in Exhibit "C" — Construction
Schedule, and the terms and conditions of this Contract as amended from time to time.
Section 5.3.1 Compliance with Home Regulations and Contract is deleted in its
entirety and replaced with the following:
"5.3.1 Compliance with HOME Regulations and Contract.
Developer shall be (i) reimbursed prior to the closing of the Pinnacle Loan or (ii)
paid after said closing for eligible project costs with HOME Funds only if City
determines in its sole discretion that:"
Section 5.3.2 Budget is deleted in its entirety and replaced with the following:
"Section 5.3.2 Budget.
Developer agrees that the HOME Funds will be paid in accordance with Section
10 and in accordance with Exhibit "B" — Budget. Developer may increase or decrease
line-item amounts in the Budget with the Director's prior written approval, which
approval shall be in the Director's sole discretion, so long as the expenses are in
compliance with 5.2.2, comply with Exhibit "A" — Project Summary, and the total
amount of HOME Funds is not increased."
Section 5.4 is deleted in its entirety and replaced with the following:
"Section 5.4 Payment of Home Funds to Developer.
5.4.1 Until the closing of Construction Loan, HOME Funds will be disbursed to
Developer upon City's approval of Developer's written and signed Reimbursement
Requests, including submission of Complete Documentation to City in compliance with
Section 10.
5.4.2 After the closing of the Pinnacle Loan, HOME Funds will be disbursed to
Developer upon City's approval of Developer's written and signed Account of Expenses
in compliance with Section 10.
5.4.3 It is expressly agreed by the Parties that any HOME Funds not reimbursed
or paid to Developer in accordance with the terms of this Contract shall remain with
City."
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 4
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
Section 5.5 Distinguish Project Expenses Paid with HOME Funds is amended to be
and read as follows by substituting the following for the first sentence:
"Developer will keep accounts and records in such a manner that City may readily
identify and account for project expenses reimbursed or paid with HOME Funds."
Section 5.7 Security for City's Interest is amended to be and read as follows by
substituting the following for the last sentence:
"No HOME Funds will be paid for hard construction costs for the project until the
Deed of Trust is recorded.
Section 6.1 Construction Schedule is amended to be and read as follows by substituting
the following for the first sentence:
"Developer will construct the Required Improvements in accordance with the
schedule set forth in the attached Exhibit "C"— Construction Schedule Revised
02/2015."
Section 6.5 Approval of Plans and Specifications by City Not Release of
Responsibility is deleted in its entirety and replaced with the following:
"6.5 Approval of Plans by City Not Release of Responsibility.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release
of the responsibility or liability of Developer or any of its architects, contractors or
subcontractors, or their respective officers, agents, employees and lower tier
subcontractors, for the accuracy or the competency of the Plans, including, but not
limited to, any related investigations, surveys, designs, working drawings and
specifications or other documents; or (ii) an assumption of any responsibility or liability
by City for any negligent act, error or omission in the conduct or preparation of any tests,
investigations, surveys, designs, working drawings and specifications or other documents
by Developer or any of its architects, contractors or subcontractors, and their respective
officers, agents, employees and lower tier subcontractors."
Subsection 7.2.1 of Section 7.2 Income Verification is amended to be and read as
follows by substituting the following for the first sentence:
"7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible
Households with at least 2 months of full Tenant Documentation at the time the initial
lease for a HOME Unit is executed."
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 5
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
Section 7.5 Tenant Rent is amended to be and read as follows by substituting the
following for the first sentence:
"Rents charged to tenants in HOME Units are subject to 24 CFR Part 92.252 (a)
and (b) and are subject to approval by City at initial lease-up, and annual review and
approval thereafter, including approval of all rent increases
Section 8.9 Payment and Performance Bonds is deleted in its entirety and replaced
with the following:
"Section 8.9 Payment and Performance Bonds.
Subject to the requirements of 24 CFR Part 85.36, Developer shall furnish City
with payment and performance bonds in a form acceptable to City in the amount of the
construction cost for the Required Improvements but not less than $1,400,000.00."
Section 10. REIMBURSEMENT REQUIREMENTS is deleted in its entirety and
replaced with the following:
"Section 10. REIMBURSEMENT AND PAYMENT REOUIREMENTS.
10.1 Developer shall provide City with Complete Documentation and the
following reports as shown in Exhibit "F"—Reimbursement and Payment Forms with
each Reimbursement Request before the closing of the Pinnacle Loan and with each
Account of Expenses requesting payment after the closing of the Pinnacle Loan, as
specified below:
10.1.1 Attachment I—Invoice.
Until the closing of the Pinnacle Loan, Developer shall provide Attachment I
which shall contain the amount requested for reimbursement in the submitted
Reimbursement Request, and the cumulative reimbursement requested to date (inclusive
of the current request). This report must be signed by an authorized signatory of
Developer. By signing Attachment I, Developer is certifying that the costs are valid,
eligible, and consistent with the terms and conditions of this Contract, and the data
contained in the report is true and correct.
10.1.2 Account of Expenses.
After the closing of the Pinnacle Loan, Developer shall provide City with an
Account of Expenses for the amount of HOME Funds for which payment is requested,
along with Complete Documentation and the reports as shown in Exhibit "F" —
Reimbursement Forms. Attachment I—Invoice shall not be required after the closing
of the Pinnacle Loan.
10.2 Attachment II—Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement or
payment by Developer. In order for this report to be complete the following must be
submitted:
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 6
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.0212015
10.2.1 Invoices for each expense with an explanation as to how the expense
pertains to the project, if necessary; and
10.2.2 In the case of a Reimbursement Request, proof that each expense was
paid by Developer, which proof can be satisfied by cancelled checks, wire transfer
documentation, paid receipts or other appropriate banking documentation.
10.3. Deadline for Submitting Reimbursement Requests and Account of
Expenses.
All Reimbursement Requests along with Complete Documentation shall be
submitted by Developer to City within 60 days from each of the deadlines as shown in
Exhibit"C"—Construction and Reimbursement Schedule. All Accounts of Expenses
shall be due no less than monthly unless otherwise provided herein or requested by City.
10.4 Withholding Payment.
CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSMENT REQUEST OR ACCOUNT OF EXPENSES THAT IS
NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES PROVIDED IN THIS
CONTRAC. In addition, Developer's failure to timely submit Reimbursement
Requests or Accounts of Expenses and Complete Documentation along with any
required reports shall be an event of default."
Section 11.1.1 is amended to be and read as follows:
"ll.l.l If Developer fails to close the Pinnacle Loan within 2 years of the
Effective Date, this Contract shall automatically terminate without further warning or
opportunity to cure, and with no penalty or liability to City.
\Section 11.3.1 is amended by the replacement of "Exhibit C — Construction and
Reimbursement Schedule" with "Exhibit C—Construction Schedule Revised 02/2015".
Section 11.3.2 is deleted in its entirety and replaced with the following:
"Section 11.3.2 If any of Developer's Accounts of Expenses are incomplete or
otherwise not in compliance with this Contract or the HOME Regulations as determined
by City, City will notify Developer in writing of such default and Developer will have 15
calendar days from the date of the written notice to resubmit any such Account of
Expenses to cure the default. If Developer fails to cure the default within such time,
Developer shall forfeit any payments otherwise due under Section 10. If such failure to
resubmit such Account of Expenses continues for an additional 15 days (a total of 30
days), City shall have the right to terminate this Contract effective immediately upon
written notice of such intent with no penalty or liability to City. Notwithstanding
anything to the contrary herein, City will not be required to pay any HOME Funds to
Developer during the period that any such Account of Expenses is not in compliance with
this Contract or the HOME Regulations."
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 7
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
Section 11.3.4 is amended by the replacement of "Reimbursement Request" with
"Account of Expenses".
Section 11.5 In General of Section 11 DEFAULT AND TERMINATION is amended
to be and read as follows by numbering the first paragraph as 11.5.1 and adding the following:
"11.5.2 City's remedies may include:
11.5.2.1 Direct Developer to prepare and follow a schedule of actions for
carrying out the affected activities consisting of schedules,
timetables and milestones necessary to implement the affected
activities.
11.5.2.2 Direct Developer to establish and follow a management plan that
assigns responsibilities for carrying out the remedial activities.
11.5.2.3 Cancel or revise activities likely to be affected by the performance
deficiency, before expending HOME Funds for the activities.
11.5.2.4 Reprogram HOME Funds that have not yet been expended from
affected activities to other eligible activities or withhold HOME
Funds.
11.5.2.5 Direct Developer to reimburse City in any amount of HOME
Funds not used in accordance with the HOME Regulations.
11.5.2.6 Suspend reimbursement of HOME Funds for affected activities.
11.5.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions, termination of this Contract or any other contracts with
Developer, and any other available remedies."
Section 14.15 Subcontractin! with Small and Minority Firms, Women's Business
Enterprises and Labor Surplus Areas is amended to be and read as follows by adding the
following:
"14.15.3 In order to comply with the reporting requirements of 24 CFR Part
92.508, Developer must submit the form attached hereto as Exhibit "K" — MBE
Reporting Form for each contract or subcontract with a value of $25,000.00 or more
paid or to be paid with the HOME Funds. Developer shall submit this form annually by
the date specified in Exhibit"J"—MBE Reporting Form."
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 8
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev. 02/2015
Section 17 INSURANCE AND BONDING is amended to be and read as follows by
substituting the following for the first sentence:
"Developer will maintain coverage in the form of insurance or bond in and
amount of$1,400,000.00 to insure against loss from the fraud, theft or dishonesty of any
of Developer's officers, agents, trustees,directors or employees."
II.
Exhibit "A" — Project Summary — Scope of Work Revised 09/2014, Exhibit "B" —
Budget Revised 09/2014, Exhibit "C" -Construction and Reimbursement Schedule Revised
09/2014, and Exhibit "E" —Loan Documents attached to the Contract are hereby replaced with
the attached Exhibit"A"—Project Summary— Scope of Work Revised 02/2015, Exhibit "B"
— Budget Revised 02/2015, Exhibit "C" -Construction Schedule Revised 02/2015, and
Exhibit "E" — Loan Documents Revised 02/2015. Exhibit "J" — Standards for Complete
Documentation and Exhibit "K" — MBE Reporting Form attached hereto are added to the
Contract. The list of EXHIBITS attached to the Contract is deleted and replaced with the
attached list of EXHIBITS Revised 02/2015.
III.
This Amendment is effective as of the Effective Date of the Contract.
IV.
All terms and conditions of the Contract not amended herein remain unaffected and in
full force and effect, are binding on the Parties and are hereby ratified by the Parties. Capitalized
terms not defined herein shall have meanings assigned to them in the Contract.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 9
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev. 02/2015)
ACCEPTED AND AGREED:
ATTEST: ,SORT Y OF FORT WORTH
City Secretary ernando Costa, Assistant City Manager
M&C C-24976 t?% 00
Date: June 14, 2011
TEXT
APP OVED AS TO FF--M ;ALITY:
Vicki S. Ganske, Senior Assistant City Attorney
DEVELOPER:
LANCASTER CORRIDOR
REDEVELOPMENT,LLC
a Texas limited lia ' 'ty company
By:
Jesus Chapa, Manager
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me o ? 2015 by
Fernando Costa,Assistant City Manager of the City of Fort Worth, on behalf of the City of Fort
Worth.
EVONIA DANIELS
Notary Public.Stale a1 Texas
MY comirnission Expires Notary Public, State of Texas
.t,+c July
10, 2017
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on l , 2015 by
Jesus Chapa, General Manager of the Lancaster Corridor Re evelopment, C, a Texas limited
liability company, on behalf of said limited li bil'ty com a
+• i%r"r MATnEL.WDEM No ry Public, State of Texas
��' My COMMISSION EXPIRES
_:".�I March 17,2018 — r
SIO CONTRACT CSC No.44640 Cgq*L RECORD Page 10
Lancaster Corridor Redevelopment, LLC—Lancaster Place Apartme ev.02/2015
Y SECRETARY
-'T. WORTH, TX
LIST OF EXHIBITS Revised 1/2015
EXHIBIT"A" PROJECT SUMMARY - SCOPE OF WORK Revised 02/2015
EXHIBIT"A-I" HUD RENT LIMITS Revised 02/2015
EXHIBIT"A-2" ENVIRONMENTAL MITIGATION ACTION (APPLICABLE)
Revised 02/2015
EXHIBIT"B" BUDGET Revised 02/2015
EXHIBIT"C" CONSTRUCTION SCHEDULE Revised 02/2015
EXHIBIT"D" AUDIT REQUIREMENTS
EXHIBIT"E" LOAN DOCUMENTS Revised 02/2015
EXHIBIT"F" REIMBURSEMENT AND PAYMENT FORMS Revised 02/2015
EXHIBIT"J" STANDARDS FOR COMPLETE DOCUMENTATION
EXHIBIT"K" MBE REPORTING FORM
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 11
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
EXHIBIT "A"
PROJECT SUMMARY- SCOPE OF WORK Revised 1/2015
LANCASTER CORRIDOR REDEVELOPMENT, LLC
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use HOME Funds for a portion of the costs to develop the Pinnacle Bank Place, a
mixed use, mixed income multifamily rental development located on approximately 3 acres in
the 200 and 300 blocks of West Lancaster Avenue, Fort Worth, Texas 76102. The project
consists of the construction of 5-story building with approximately 22,000 square feet of
commercial/retail space on the first floor and 130 residential rental units on the upper floors. The
project will initially have 11 HOME units and 119 market rate units. In addition, the project will
include the construction of a 5-level parking garage with up to 450 parking spaces that will be
funded by Tax Increment Investment Fund Number 8.
Developer shall submit its final Account of Expenses as defined in the Contract no later than 30
days after the Completion Deadline.
In consideration for HOME Funds provided through this Contract, Developer agrees to provide
the following information and meet the following requirements:
• Designate 10 Accessible Units in accordance with Section 504 requirements. Of these 10
units, 7 must be accessible to individuals with mobility impairments, and the other 3 must
be accessible to individuals with visual or hearing impairments.
• Designate 11 floating units in the project as HOME Units. All of the HOME Units will
be affordable to low and moderate income tenants whose incomes are 80% or less of
AMI.
• HOME Rents will be charged in accordance with the rents set forth in Exhibit A-1 as
published annually by HUD, and shall not exceed the High HOME Rent Limit.
• Submit Exhibit G - Project Compliance Report: Rental Housing at the initial lease-up of
any HOME Unit regarding the household income, size, race, ethnicity, gender of head of
household, disability status, and rental assistance type for the initial tenant of the HOME
Unit.
• If the 11 HOME Units do not qualify as affordable rental housing immediately upon
lease-up or at any time during the Affordability Period, the City may invoke any remedies
provided in the Contract or the Loan Documents.
• Submit to City a copy of its annual audit during the Affordability Period.
SPECIFIC PURPOSE:
The specific purpose of this project is to increase the availability of quality, accessible, affordable
housing for low and moderate income City residents in downtown Fort Worth.
PROJECT OBJECTIVES:
The project will provide 130 housing units of which 11 will be designated as HOME-assisted units
and 119 will be market rate.
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 12
Lancaster Corridor Redevelopment, LLC—Lancaster Place Apartments Rev.02/2015
EXHIBIT "A-1"
HUD RENT LIMITS Revised 02/2015
LANCASTER CORRIDOR REDEVELOPMENT, LLC.
U.S.DEPARTMENT OF HUD 3/2014 STATE:TEXAS
Fort Worth-Arlington,TX HUD Metro FMR Area
---------------- 2014 HOME PROGRAM RENTS ----------------------
Efficiency 1-Bdrm 2-13drm 3-Bdrm 4-Bdrm 5-Bdrm 6-13drm
LOW HOME RENT 576 617 741 855 955 1053 1151
LIMIT
HIGH HOME RENT 631* 725 938 1136 1248 1358 1469
LIMIT
For Information Only:
FAIR MARKET RENT 620 725 938 1258 1498 1723 1947
50%RENT LIMIT 576 617 741 855 955 1053 1151
65%RENT LIMIT 768 824 991 1136 1248 1358 1469
*Rent limits are published at least annually by HUD.
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 13
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
EXHIBIT 66A-2"
ENVIRONMENTAL MITIGATION ACTION (APPLICABLE) Revised 02/2015
LANCASTER CORRIDOR REDEVELOPMENT,LLC.
ENERCON performed a HUD Environmental Noise Assessment (assessment) associated
with vehicular, aircraft and railroad traffic near the proposed Mixed Use Development
located at Lancaster Avenue and Jennings Street area. The site currently consists of vacant
grassy ground cover lots. The assessment was requested by Mr. Roger Grantham,
supervisor with the City of Fort Worth's Environmental Services Division, and was
conducted by Mr. John Anderson, Environmental Specialist with ENERCON.
Results of this assessment were guided by the HUD Office of Community Planning and
Development, "Noise Guidebook", and HUD's web-based application of the existing
Noise Assessment Guidelines (NAG) that calculates the Day/Night Noise Level (DNL)
from roadway and railway traffic
(http://www.hud.gov/offices/cpd/environment/dnicalculatortool.cfm). The assessment
complies with the noise regulation 24 CFR Part 51 Subpart B.
RESULTS/REQUIREMENTS:
The combined DNL result for the large tract of land is 71.50 dB, which is in the Normally
Unacceptable Range recommending 6.5 dB of additional noise attenuation. The combined
DNL result for the small tract of land is 70.57 dB, which is in the Normally Unacceptable
Range recommending 5.57 dB of additional noise attenuation.
Refer to the attached HUD Environmental Noise Assessment.
ROME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 14
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
EXHIBIT "B"
BUDGET Revised 02/2015
LANCASTER CORRIDOR REDEVELOPMENT, LLC
SOURCES AND USES
Development Name: Lancaster Corridor Redevelopment, LLC
Construction or Rehab. Permanent Loan
Priority Loan Stage Amt. Stage Amount
Source# Funding Description of Lien Sources Sources Use of Funds Financing Participants
1 Conventional Loan
2 Conventional Loan/FHA 1 $16,500,000 $16,500,000 $16,500,000 Pinnacle Bank
—
3 HTC Syndication Proceeds
4 HOME
5 Housing Trust Fund
6 CDBG
7 Mortgage Revenue Bonds
8 Land Equity $90,000 $90,000
9 Cash Equity $1,758,079
Other Federal Loan or
10 Grant
11 Other State Loan or Grant
Local Government Loan or
12 Grant HOME 2 $1,400,000 City of Fort Worth
Carrying Charges,
Financing,Legal,Organ.&
13 Audit Fees $2,578,079
14 Developer Fee $580,000
15 Initial Operating Deficit
TOTAL
SOURCES
OF
FUNDS $19,748,079_ $16,500,000
TOTAL
USES OF
FUNDS $19,748,079
HOME Funds Budget
Pre-Development/Soft Costs $500,000.00
Hard Construction Costs $900,000.00
TOTAL $1,400,000.00
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 15
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
EXHIBIT "C"
CONSTRUCTION SCHEDULE Revised 02/2015
LANCASTER CORRIDOR REDEVELOPMENT,LLC
Activity
PHASE I Contract signed
ACTIVITIES:
Pre-Development Activities including but not limited to:
■ Acquisition
■ Pre-Construction Activities
■ Project Planning Activities
■ Legal Fees
■ Architectural and Engineering Fees
■ Appraisal Fees
■ Loan Application Fees
■ Closing of Pinnacle Loan
PHASE
COMPLETE
by: March 31 2015
Hard Construction Costs including but not limited to the following:
• Lot Preparation (Grading)
• Plumbing
• Foundation
• Framing/TPW
• Mechanicals/ Siding/ Paint
• Inspections/ Insulation
• Sheetrock/Brick
FINAL PHASE: • Interior Trim / Paint
• Flooring
• Mechanical Trim/Grading/Landscaping
• Final Trim /Appliances and Fixtures/Fencing
Upon completion of this Phase the following items must be submitted:
1. Rent Schedule for HOME Units;
2. Tenant Selection Policy;
3. Affirmative Marketing Plan.
FINAL PHASE Contractor/subcontractor/vendor searches under the Federal System for Award
COMPLETED by: Management (www.sam.bov) must be submitted prior to any reimbursement under
Phase III.
December 3t,20t7
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 16
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
EXHIBIT "E"
LOAN DOCUMENTS Revised 02/2015
LANCASTER CORRIDOR REDEVELOPMENT, LLC
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 17
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
i
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
Deed of Trust
Security Agreement - Financing Statement
HOME Funds
Terms
Date: February , 2015
Grantor: Lancaster Corridor Redevelopment, LLC, a Texas limited liability
company
Grantor's Mailing Address:
C/O Fort Worth Local Development Corporation
1000 Throckmorton Street
Fort Worth TX 76102
Attention: City Manager
With a copy to:
City Attorney's Office
City of Fort Worth
1000 Throckmorton Street
Fort Worth-TX 76102
Attention: Peter Vaky
Trustee: Vicki S. Ganske or Leann D. Guzman
Trustee's Mailing Address:
City Attorney's Office
City of Fort Worth
1000 Throckmorton St.
Fort Worth TX 76102
Tarrant County
Lender: City of Fort Worth, a Texas municipal corporation
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Lender's Mailing Address:
City of Fort Worth
Housing and Economic Development Department
Attention: Assistant Director
1000 Throckmorton Street
Fort Worth, Texas 76102
Tarrant County
Loan Authority:
The loan evidenced by the Note (the "Loan") and secured by this Deed of Trust
Security Agreement — Financing Statement ("Deed of Trust") is being made
pursuant to the HOME Investment Partnerships Program authorized under Title 11
of the Cranston-Gonzales National Affordable Housing Act of 1990, as amended,
42 USC 12701 et seq. (the "HOME Program") and the HOME Investment
Partnership Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME
Regulations") with HOME funds.
Obligations
Note
Date: February_, 2015
Original Principal Amount: $2,000,000.00
Modified Principal Amount: $1,400,000.00
Borrower: Lancaster Corridor Redevelopment, LLC
Lender: City of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: As described therein and in the Contract (as defined below)
In addition, Obligations shall include compliance by Grantor with the
requirements of the HOME Program for the 20 year Affordability Period more
particularly described in Section F. below.
Property (including any improvements):
1.029 acres of land being all of Lot 1R, Block W, Daggett's Addition, an
addition to the City of Fort Worth, Tarrant County, Texas according to the
plat filed in Instrument #D215031133, Plat Records of Tarrant County,
Texas, and being conveyed to the City of Fort Worth, according to the
following deeds, County Clerk's (C.C.) #D211138647, Deed Records of
Tarrant County, Texas (D.R.T.C.T.), Volume 1169, Page 77, D.R.T.C.T.,
Volume 2630, Page 337, D.R.T.C.T., Volume 2473, Page 156,
D.R.T.C.T., Volume 2458, Page 73, D.R.T.C.T., Volume 2606, Page 54,
D.R.T.C.T., Volume 2510, Page 569, D.R.T.C.T. and C.C. #D211138647,
D.R.T.C.T. and a portion of W. 15th Street vacated by City Ordinance No.
21332-07-2014 and being more particularly described by metes and
bounds: in the attached Exhibit "A" incorporated herein by reference for
all purposes.
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Together with the following personal property:
All fixtures, supplies, building materials, and other goods of every
nature now or hereafter located, used, or intended to be located or used on
the Property;
All plans and specifications for development of or construction of
improvements on the Property;
All contracts and subcontracts relating to the construction of
improvements on the Property;
All accounts, contract rights, instruments, documents, general
intangibles, and chattel paper arising from or by virtue of any transactions
relating to the Property;
All permits, licenses, franchises, certificates, and other rights and
privileges obtained in connection with the Property;
All proceeds payable or to be payable under each policy of
insurance relating to the Property; and
All products and proceeds of the foregoing.
Notwithstanding any other provision in this Deed of Trust, the term "Property"
does not include personal effects used primarily for personal, family, or
household purposes.
In addition to creating a deed-of-trust lien on the Property described, Grantor also
grants to Lender a security interest in all of the above-described personal property
pursuant to and to the extent permitted by the Texas Uniform Commercial Code.
Prior Liens:
The lien created by this Deed of Trust is and shall be subject and subordinate in all
respects to the liens, terms, covenants and conditions of the mortgage securing , a
Promissory Note of even date hereof in the original principal sum of$16,500,000.00
made by Grantor and payable to Pinnacle Bank (the "Senior Indebtedness"), to the
extent and in the manner provided in that certain Intercreditor and Subordination
Agreement of even date hereof between Pinnacle Bank, Grantor and Lender (the
"Subordination Agreement"). The rights and remedies of Lender and each subsequent
assignee of the lien under this Deed of Trust are subject to the restrictions and
limitations set forth in the Subordination Agreement.
Subject to waiver, notice, grace and cure period, if any, if default occurs in
payment of any part of principal or interest of the Senior Indebtedness more
particularly described in the Subordination Agreement or in observance of any
covenants of the deeds of trust or other loan documents securing the Senior
Indebtedness, the entire debt secured by this Deed of Trust will immediately
become payable at the option of Lender to the extent permitted by the
Subordination Agreement.
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Other Exceptions to Conveyance and Warranty:
The Permitted Exceptions set forth on Exhibit "B" attached hereto and
incorporated herein for all purposes
For value received and to secure performance of the Obligations, Grantor conveys
the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the
Property, subject to the Other Exceptions to Conveyance and Warranty. On performance
of the Obligations including payment of the Loan and all other amounts secured by this
Deed of Trust and performance of the requirements of the HOME Program, this Deed of
Trust will have no further effect, and Lender will release it at Grantor's expense.
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
t. pay all taxes and assessments on the Property before delinquency;
2. 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;
3. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
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 the expiration of the Required
Insurance Coverages.
5. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
6. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid
all prior lien notes pursuant to their respective terms and abide by or cause to be abided
by all prior lien instruments; and
7. notify Lender in writing of any change of address.
Grantor agrees not to-
t. do or permit anything to be done that will impair the security of this Deed
of Trust.
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B. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute
trustee, succeeding to all rights and responsibilities of Trustee.
2. If the proceeds of the Loan are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and liens of the holders of any debt so paid.
3. Notwithstanding the terms of the Note to the contrary, and unless
applicable law prohibits, all payments received by Lender from Grantor with respect to
the Obligations or this Deed of Trust may, at Lender's discretion, be applied first to
amounts payable under this Deed of Trust and then to amounts due and payable to Lender
with respect to the Obligations, to be applied to late charges, principal, or interest in the
order Lender in its discretion determines.
4. If Grantor fails to perform any of Grantor's Obligations under this Deed of
Trust, subject to prior written notice and cure period, Lender may perform those
obligations and be reimbursed by Grantor on demand for any amounts so paid, including
reasonable attorney's fees, plus interest on those amounts from the dates of payment at
the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed
will be secured by this Deed of Trust.
5. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's Obligations under this Deed of Trust and the default continues after any
required notice of the default and the time allowed to cure, Lender may-
a. declare any unpaid principal balance and earned interest on the
Obligations immediately due;
b. direct Trustee to foreclose this lien, in which case Lender or Lender's
agent will cause notice of the foreclosure sale to be given as provided by
the Texas Property Code as then in effect; and
c. purchase the Property at any foreclosure sale by offering the highest bid
and then have the bid credited on the Obligations.
Notwithstanding anything to the contrary, if a monetary event of default occurs
under the terms of any of the Loan documents, prior to exercising any remedies Lender shall
give Grantor and the Sole Member of Grantor, as identified in the Company Agreement
dated December 1, 2011, as it may be amended from time to time (the "Company
Agreement"), simultaneous written notice of such default. Grantor and the Sole Member on
behalf of Grantor shall have a period of 10 days after such notice is given within which to
cure the default prior to exercise of remedies by Lender under the Loan documents.
Notwithstanding anything to the contrary, if a non-monetary event of default occurs under
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the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give
Grantor and the Sole Member of the Grantor, as identified in the Company Agreement,
simultaneous written notice of such default. If the default is reasonably capable of being
cured within 30 days, Grantor and the Sole Member on behalf of Grantor shall have such
period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If
the default is such that it is not reasonably capable of being cured within 30 days, and if
Grantor or the Sole Member on behalf of Grantor (a) initiates corrective action within said
period, and (b) diligently, continually, and in good faith works to effect a cure as soon as
possible, then Grantor shall have such additional time as is reasonably necessary to cure the
default prior to exercise of any remedies by Lender. In no event shall Lender be precluded
from exercising remedies if its security becomes or is about to become materially
jeopardized by any failure to cure a default or the default is not cured within 180 days after
the first notice of default is given.
Notices provided by Lender under this Deed of Trust to Grantor's Sole Member
shall be provided to the following:
Sole Member
Fort Worth Local Development Corporation
1000 Throckmorton Street
Fort Worth TX 76102
Attention: City Manager
Notices given to Grantor's Sole Member shall be in writing and delivered to the
address listed above, or to such other address as it may designate by written notice to
Lender. Each such notice or other communication shall be effective on the date of receipt
when sent by U. S. Mail, postage prepaid, by certified mail, return receipt requested or by
a nationally recognized overnight delivery service.
6. Lender may remedy any default without waiving it and may waive any
default without waiving any prior or subsequent default.
C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will-
1. either personally or by agent give notice of the foreclosure sale as required
by the Texas Property Code as then in effect;
2. sell and convey all or part of the Property "AS IS" to the highest bidder for
cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other
Exceptions to Conveyance and Warranty and without representation or warranty, express
or implied, by Trustee;
3. from the proceeds of the sale, pay, in this order-
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a. expenses of foreclosure, including a reasonable commission to
Trustee;
b. to Lender, the frill amount of principal, interest, reasonable
attorney's fees, and other charges due and unpaid;
C. any amounts required by law to be paid before payment to Grantor;
and
d. to Grantor, any balance; and
4. be indemnified, held harmless, and defended by Lender against all costs,
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of
the trust created by this Deed of Trust, which includes all court and other costs, including
reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding
taken against Trustee in that capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Trust, Grantor must
immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will
become a tenant at sufferance of the purchaser, subject to an action for forcible detainer.
2. Recitals in any trustee's deed conveying the Property will be presumed to
be true, absent evidence to the contrary.
3. Proceeding under this Deed of Trust, filing suit for foreclosure, or
pursuing any other remedy will not constitute an election of remedies.
4. This lien will remain superior to liens later created even if the time of
payment of all or part of the Obligations is extended or part of the Property is released,
unless a subordination agreement is executed by the Lender.
5. If any portion of the Obligations cannot be lawfully secured by this Deed
of Trust, payments will be applied first to discharge that portion.
6. Subject to the rights of senior lien holders, Grantor assigns to Lender all
amounts payable to or received by Grantor from condemnation of all or part of the
Property, from private sale in lieu of condemnation, and from damages caused by public
works or construction on or near the Property. After deducting any expenses incurred,
including reasonable attorney's fees and court and other costs, Lender will either release
any remaining amounts to Grantor or apply such amounts to reduce the Obligations and
any excess proceeds shall be paid to Grantor. Lender will not be liable for failure to
collect or to exercise diligence in collecting any such amounts. Grantor will immediately
give Lender notice of any actual or known threatened proceedings for condemnation of
all or part of the Property.
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Notwithstanding the above, in the event of any fire or other casualty to the Property
or eminent domain proceedings resulting in condemnation of the Property or any part
thereof, Grantor shall have the right to rebuild the Property, and to use all available
insurance or condemnation proceeds therefore, provided that (a) such proceeds are sufficient
to keep the Obligations in balance and rebuild the Property in a manner that provides
adequate security to Lender for repayment or performance of the Obligations or if such
proceeds are insufficient then Grantor shall have funded any deficiency, (b) subject to the
rights of senior lien holders, Lender shall have the right to approve plans and specifications
for any major rebuilding and the right to approve disbursements of insurance or
condemnation proceeds for rebuilding under a construction escrow or similar arrangement,
and (c) no material default then exists under the Loan documents other than attributable to
casualty or condemnation. If the casualty or condemnation affects only part of the Property
and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and
partial repayment of the Obligations in a manner that provides adequate security to Lender
for repayment of the remaining balance of the Obligations, and any excess proceeds shall
be paid to Grantor.
7. Subject to the rights of senior lien holders, Grantor assigns to Lender
absolutely, not only as collateral, all present and future rent and other income and receipts
from the Property. Grantor may as Lender's licensee collect rent and other income and
receipts as long as Grantor is not in default with respect to the Obligation or this Deed of
Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other
income and receipts to payment of the Obligations and performance of this Deed of
Trust, but if the rent and other income and receipts exceed the amount due with respect to
the Obligations and the Deed of Trust, Grantor may retain the excess. If Grantor defaults
in payment or performance of the Obligations or performance of this Deed of Trust,
subject to the rights of senior lien holders, Lender may terminate Grantor's license to
collect rent and other income and then as Grantor's agent may rent the Property and
collect all rent and other income and receipts. Lender neither has nor assumes any
obligations as lessor or landlord with respect to any occupant of the Property. Lender
may exercise Lender's rights and remedies under this paragraph without taking
possession of the Property. Lender will apply all rent and other income and receipts
collected under this paragraph first to expenses incurred in exercising Lender's rights and
remedies and then to Grantor's obligations with respect to the Obligations and this Deed
of Trust in the order determined by Lender. Lender is not required to act under this
paragraph, and acting under this paragraph does not waive any of Lender's other rights or
remedies.
8. Interest on the debt secured by this Deed of Trust will not exceed the
maximum amount of non-usurious interest that may be contracted for, taken, reserved,
charged, or received under law. Any interest in excess of that maximum amount will be
credited on the principal of the debt or, if that has been paid, refunded. On any
acceleration or required or permitted prepayment, any excess interest will be canceled
automatically as of the acceleration or prepayment or, if already paid, credited on the
principal of the debt or, if the principal of the debt has been paid, refunded. This
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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
during regular business hours upon at least 48 hours prior notice and inspect it and any
personal property in which Lender is granted a security interest by this Deed of Trust.
16. Grantor may not sell, transfer, or otherwise dispose of any Property,
whether voluntarily or by operation of law, except for condemnation or to obtain utility
easements, without the prior written consent of Lender. If granted, consent may be
conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and
management ability being satisfactory to Lender; and (b) the grantee's executing, before
such sale, transfer, or other disposition, a written assumption agreement containing any
terms Lender may reasonably require, such as a principal pay down on the Obligations,
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an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or
any other modification of the Note, this Deed of Trust , or any other instruments
evidencing or securing the Obligations.
Grantor may not cause or permit any Property to be encumbered by any liens,
security interests, or encumbrances other than the liens securing the Obligation and the
liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions
without the prior written consent of Lender. If granted, consent may be conditioned upon
Grantor's executing, before granting such lien, a written modification agreement
containing any terms Lender may require, such as a principal pay down on the
Obligations, an increase in the rate of interest payable with respect to the Obligations, an
approval fee, or any other modification of the Note, this Deed of Trust, or any other
instruments evidencing or securing the Obligations.
Grantor may not grant any lien, security interest, or other encumbrance (a
"Subordinate Instrument") covering the Property that is subordinate to the liens created
by this Deed of Trust without the prior written consent of Lender.
If granted, consent for loans and documents may be conditioned upon the
Subordinate Instrument's containing express covenants to the effect that-
a. the Subordinate Instrument is unconditionally subordinate to this Deed of
Trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate
Instrument, no action may be taken that would terminate any occupancy or
tenancy without the prior written consent of Lender, and that consent, if
granted, may be conditioned in any manner Lender determines;
C. rents, if collected by or for the holder of the Subordinate Instrument, will
be applied first to the payment of the Obligations then due and to expenses
incurred in the ownership, operation, and maintenance of the Property in
any order Lender may determine, before being applied to any indebtedness
secured by the Subordinate Instrument;
d. written notice of default under the Subordinate Instrument and written
notice of the commencement of any action to foreclose or otherwise
enforce the Subordinate Instrument must be given to Lender concurrently
with or immediately after the occurrence of any such default or
commencement; and
e. in the event of the bankruptcy of Grantor, all amounts due on or with
respect to the Obligations and this Deed of Trust will be payable in full
before any payments on the indebtedness secured by the Subordinate
Instrument.
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Grantor may not cause or permit any of the following events to occur without the
prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the
corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b)
a limited liability company, the dissolution of the company or the sale, pledge,
encumbrance, or assignment of any of its membership interests, other than an assignment
to a senior lien holder; (c) a general partnership or joint venture, the dissolution of the
partnership or venture or the sale, pledge, encumbrance, or assignment of any of its
partnership or joint venture interests, or the withdrawal from or admission into it of any
general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the
partnership, (2) the sale, pledge, encumbrance, or assignment of any of its general
partnership interests, or the withdrawal from or admission into it of any general partner,
or (3) except for a limited partnership interest in a low income housing project, the
withdrawal from or admission into it of any controlling limited partner or partners. If
granted, consent may be conditioned upon (a) the integrity, reputation, character,
creditworthiness, and management ability of the person succeeding to the ownership
interest in Grantor (or security interest in such ownership) being reasonably satisfactory
to Lender; and (b) the execution, before such event, by the person succeeding to the
interest of Grantor in the Property or ownership interest in Grantor (or security interest in
such ownership) of a written modification or assumption agreement containing such
terms as Lender may reasonably require, such as a principal pay down on the Obligations,
an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or
any other modification of the Note, this Deed of Trust, or any other instruments
evidencing or securing the Obligations.
Notwithstanding anything to the contrary herein, neither the withdrawal, removal,
replacement, and/or addition of a Member of the Grantor pursuant to the terms of the
Company Agreement, or the assignment of membership interests securing the Senior
Indebtedness, if any, 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 for Grantor's Sole Member is reasonably acceptable to Lender and is selected
with reasonable promptness. Further, none of the actions described in this paragraph will
constitute a material change in ownership which would trigger termination of the Contract
as hereinafter defined.
17. Grantor agrees not to grant any future lien or security interest in the
Property or to permit any future junior encumbrance to be recorded or any existing or
future claim to otherwise become an encumbrance against the Property. If an involuntary
encumbrance is filed against the Property, Grantor agrees, within 30 days of actual
notice, to either remove the involuntary encumbrance or insure against it or provide a
bond acceptable to Lender against the involuntary encumbrance.
18. This Deed of Trust binds, benefits, and may be enforced by the successors
in interest of all parties.
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19. If Grantor and Borrower are not the same person, the term Grantor
includes Borrower.
20. Except as may be specifically stated in this Deed of Trust or the Note,
Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for
payment, presentation for payment, notice of intention to accelerate maturity, notice of
acceleration of maturity, protest, and notice of protest, to the extent permitted by law.
21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court
and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust
is placed in the hands of an attorney for enforcement.
22. If any provision of this Deed of Trust is determined to be invalid or
unenforceable, the validity or enforceability of any other provision will not be affected.
23. The term Lender includes any mortgage servicer for Lender.
24. The debt and the performance secured by this Deed of Trust is a
nonrecourse obligation of Borrower. Neither Borrower nor its Sole Member nor any
other party shall have any personal liability for repayment of the Loan described in the
Contract. The sole recourse of Lender under the Loan documents for repayment of the
Loan or performance of any of the Obligations shall be the exercise of its right against the
security for payment as defined in the Note.
E. Construction Loan Mortgage
1. This Deed of Trust is a "construction mortgage" within the meaning of
Section 9.334 of the Texas Business and Commerce Code. The liens and security
interests created and granted by this Deed of Trust secure an obligation incurred for the
construction or rehabilitation of improvements on land.
2. Grantor agrees to comply with the terms, covenants and conditions of City
Secretary Contract No. 44640 between Grantor and Lender (the "Contract") which
requires the Note and this Deed of Trust. All advances made by Lender under the
Contract will be indebtedness of Grantor secured by the liens created by this Deed of
Trust, and such advances are conditioned as provided in the Contract.
3. All amounts disbursed by Lender before completion of the improvements
to protect the security of this Deed of Trust up to the principal amount of the Note will be
treated as disbursements under the Contract. All such amounts will bear interest from the
date of disbursement at the rate stated in the Note, unless collections from Grantor of
interest at that rate would be contrary to applicable law, in which event such amounts will
bear interest at the rate stated in the Note for matured, unpaid amounts and will be
payable on notice from Lender to Grantor requesting payment.
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4. From time to time as Lender deems reasonably necessary to protect
Lender's interests, Grantor will, on request of Lender, execute and deliver to Lender, in
such form as Lender directs but subject to the rights of any senior lien holders,
assig►unents of any and all rights or claims that relate to the construction of
improvements on the Property.
5. In case of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with
or without entry on the Property, may (a) invoke any of the rights or remedies provided in
the Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the
remedies provided in this Deed of Trust, or(c) do both.
F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RESTRICTIONS:
The Note secured by this Deed of Trust is the Note required in the Contract
and has been executed and delivered in accordance with its terms. The funds
advanced by Lender are HOME funds and the Contract requires that the It
residential rental units located on the Property assisted with HOME Funds (the
"HOME Units") must qualify and remain affordable rental housing in accordance
with the HOME Program and the HOME Regulations for the 20 year Affordability
Period more particularly defined in the Contract. The Obligations described in the
Contract evidenced by the Note and secured by this Deed of Trust will be in default
if the HOME Units more particularly described in the Contract do not remain
affordable rental housing for the duration of the Affordability Period.
This Deed of Trust has also been executed and delivered pursuant to the
terms of the Contract. Grantor agrees to perform each and every obligation set
forth therein and will not permit a default to occur thereunder. Any default in the
performance of Grantor's obligations under the terms of the Contract or the
HOME Program or HOME Regulations shall be deemed a default in the terms of
the Note and Lender may invoke any remedies provided herein for default.
[SIGNATURE PAGE AND ACKNOWLEDGMENTS TO FOLLOW]
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THE CONTRACT, THE NOTE AND THE DEED OF TRUST
CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
LANCASTER CORRIDOR REDEVELOPMENT, LLC
a Texas limited liability company
By:
Jesus Chapa, Manager
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 2015
by Jesus Chapa, Manager of the Lancaster Corridor Redevelopment, LLC, a Texas
limited liability company, on behalf of said limited liability company.
Notary Public, State of Texas
AFTER RECORDING RETURN TO:
City of Fort Worth
City Attorney's Office
Attention: Vicki S. Ganske
1000 Throckmorton Street
Fort Worth, Texas 76102
DEED OF TRUST—HOME FUNDS Page 15
Lancaster Corridor Redevelopment, LLC Rev. 2-18-15
i
Exhibit "A"
Legal Description
1.029 acres of land being all of Lot 1 R, Block W, Daggett's Addition, an addition to the
City of Fort Worth, Tarrant County, Texas according to the plat filed in Instrument
#D215031133, Plat Records of Tarrant County, Texas, and being conveyed to the City of
Fort Worth, according to the following deeds, County Clerk's (C.C.) #D211138647, Deed
Records of Tarrant County, Texas (D.R.T.C.T.), Volume 1169, Page 77, D.R.T.C.T.,
Volume 2630, Page 337, D.R.T.C.T., Volume 2473, Page 156, D.R.T.C.T., Volume
2458, Page 73, D.R.T.C.T., Volume 2606, Page 54, D.R.T.C.T., Volume 2510, Page 569,
D.R.T.C.T. and C.C. #D2 1 1 1 3 8647, D.R.T.C.T. and a portion of W. 15th Street vacated
by City Ordinance No. 21332-07-2014 and being more particularly described by metes
and bounds as follows:
BEGINNING at a PK nail recovered at the most westerly northwest corner of said Lot
1 R, also being the intersection of the east Right-of-Way (R-O-W) line of Jennings
Avenue (variable width), with the new south R-O-W line of W. 15th Street (44.1 feet in
width);
THENCE N 89034'09" E, along the new south R-O-W line of said W. 15th Street and
along a north line of said Lot 1 R, a distance of 60.00 feet to a PK nail recovered at the
new southeast corner of said W. 15th Street, also being a re-entrant corner of said Lot 1R;
THENCE N 00°25'51" W, along the new east R-O-W line of said W. 15th Street and
along a west line of said Lot 1 R, a distance of 18.76 feet to a PK nail recovered at the
most northerly northwest corner of said Lot 1 R, also being the southwest corner of Lot
34R, Block V of said Daggett's Addition;
THENCE S 87049'58" E, along the north line of said Lot 1 R, also being the south line of
said Lot 34R, a distance of 339.34 feet to a PK nail recovered;
THENCE N 79022'33" E, continuing along the common line of said lots, a distance of
20.99 feet to a PK nail recovered at the most northerly northeast corner of said Lot 1 R,
also being the southeast corner of said Lot 34R and being in the new west R-O-W line of
W. 15th Street (40.4 feet in width);
THENCE S 02009'53" W, along an east line of said Lot 1R and along said west R-O-W
line of W. 15th Street, a distance of 17.95 feet to a PK nail recovered at the southwest
corner of said W. 15th Street, also being a re-entrant corner of said Lot 1 R;
THENCE S 87°52'58" E, along the new south R-O-W line of said W. 15th Street and
along a north line of said Lot 1 R, a distance of 51.43 feet to a PK nail recovered at the
most easterly northeast corner of said Lot 1R, also being in the west R-O-W line of
Throckmorton Street (variable width),
DEED OF TRUST—HOME FUNDS Page 16
Lancaster Corridor Redevelopment, LLC Rev. 2-18-15
i
THENCE along the east line of said Lot 1R and along said west R-O-W line of
Throcl morton Street, the following courses and distances;
S 00°52'42" W, a distance of 36.59 feet to a "X" cut recovered in edge of
concrete;
S 01'57'21" W, a distance of 45.90 feet to a "X" cut recovered in edge of
concrete;
S 13°03'58" W, a distance of 3.91 feet to a "X" cut recovered in edge of concrete at the
southeast corner of said Lot 1R, also being the intersection of the west R-O-W line of
said Throckmorton Street with the north R-O-W line of W. Lancaster Avenue (variable
width);
THENCE N 87052'58" W, along the south line of said Lot 1 R and along said north RO-
W line of W. Lancaster Avenue, at a distance of 56.93 feet passing a "V" recovered on
the edge of concrete, at a distance of 407.17 feet passing a 5/8 inch iron rod recovered
with cap stamped "TNP", in all, a distance of 434.11 feet to a 5/8 inch iron rod recovered
with cap stamped "TNP" at the most southerly southwest corner of said Lot 1 R, from
which an "X" recovered in concrete bears N 89°09'35" W, 0.69 feet;
THENCE N 01°15'13" E, continuing along the south line of said Lot 1 R and said north
R-O-W line, a distance of 5.86 feet to a "X" cut recovered in edge of concrete;
THENCE N 87056'03" W, continuing along said line, a distance of 33.00 feet to the most
westerly southwest corner of said Lot 1 R, also being the intersection of the north R-O-W
line of said W. Lancaster Avenue, with the east R-O-W line of aforementioned Jennings
Avenue, from which an "X" cut recovered in concrete, bears S 48002'33" W, 0.37 feet;
THENCE along the west line of said Lot 1R and along said east R-O-W line of Jennings
Avenue, the following courses and distances;
N 00°35'54" W, a distance of 41.63 feet to an "X" cut recovered in concrete;
N 00°18'35" W, a distance of 25.15 feet to a PK nail recovered;
N 00°25'51" W, a distance of 6.00 feet to the POINT OF BEGINNING and
containing 44,825 square feet or 1.029 acres of land.
DEED OF TRUST—HOME FUNDS Page 17
Lancaster Corridor Redevelopment, LLC Rev. 2-18-15
i
Exhibit "B"
Permitted Encumbrances
1. All deeds of trust, mortgages and other loan documents securing the Promissory
Note to Pinnacle Bank.
2. The Subordination Agreement.
3. Any discrepancies, conflicts, or shortages in area or boundary lines, or any
encroachments or protrusions, or any overlapping of improvements.
4. Standby fees, taxes and assessments by any taxing authority for the year 2015,
and subsequent years; and subsequent taxes and assessments by any taxing
authority for prior years due to change in land usage or ownership, but not those
taxes or assessments for prior years because of an exemption granted to a
previous owner of the property under Section 11.13, Texas Tax Code, or because
of improvements not assessed for a previous tax year.
5. Liens and leases that affect title to the Property but are subordinate to this Deed of
Trust.
6. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other
minerals, together with all rights, privileges and immunities relating thereto,
appearing in the Public Records.
7. Interest in and to all coal, lignite, oil, gas, and other minerals, and all rights
incident thereto, contained in instrument dated March 29, 2011, recorded on June
13, 2011, under Clerk's File No. D211138647, Deed Records of Tarrant County,
Texas, which document contains the following language "Grantor waives all
rights of ingress and egress to the surface thereof for the purpose of exploring,
developing, mining or drilling".
8. A 12 foot wide public access and utility easement along the North side, as shown
by plat filed for record under Clerk's File No. D215031133, Deed Records of
Tarrant County, Texas, and shown on survey plat dated February 17, 2015
prepared by Theron W. Sims, Registered Professional Land Surveyor No. 5887.
9. Notice(s) of any law, ordinance,permit, fees or governmental regulation
(including building and zoning) restricting, regulating, prohibiting or relating to
the occupancy, use, or enjoyment of the property, as noted and/or shown on plat
filed for record under Clerk's File No. D215031133, Deed Records of Tarrant
County, Texas.
DEED OF TRUST—HOME FUNDS Page 18
Lancaster Corridor Redevelopment, LLC Rev.2-18-15
i
10. The existence of a sanitary sewer, as shown by the files of the City of Fort Worth,
Page 2048-392, and shown on survey plat dated February 17, 2015 prepared by
Theron W. Sims, Registered Professional Land Surveyor No. 5887.
11. Easement for existing utilities reserved by City of Fort Worth Ordinance No.
21332-07-2014, a certified copy of which is filed for record under Clerk's File No.
D214249160, Deed Records, Tarrant County, Texas, and noted on survey plat
dated February 17, 2015 prepared by Theron W. Sims, Registered Professional
Land Surveyor No. 5887.
12. Rights of tenants in possession, as tenants only, under any unrecorded leases or
rental agreements.
13. Any and all liens arising by reason of unpaid bills or claims for work performed
or materials furnished in connection with improvements placed, or to be placed,
upon the Property.
DEED OF TRUST—HOME FUNDS Page 19
Lancaster Corridor Redevelopment, LLC Rev. 2-18-15
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
LANCASTER CORRIDOR REDEVELOPMENT, LLC
HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 18
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
FORTWORTH.
Standard of Documentation for Reimbursement of Development Costs
Cost Type Documentation Standard
Acquisition of Real Property . Notice to Seller (date must be on or before the date of options agreement
or sales contract and signed by the buyer and seller)
Recorded Deed of Trust
Purchase Agreement w/ Required HUD language
Master Settlement Statement/ HUD-1
Appraisal or other document used to determine purchase price
Proof of Payment (bank statement/cancelled check)
Verification of Vacant Status (as applicable)
Pre-development and Soft • Invoice
Costs (Architect, Engineer, - Invoice should include:
Landscape Design, Surveys, date;
Appraisals, Environmental, Legal company's letterhead;
Fees, Other Consultants, Etc.) address for which service is provided;
description of service(s) and item(s);
amount for itemized services; and
total amount
• Proof of Payment (ie. bank statement or cancelled check)
Fully executed contract/service agreements/letter agreement and
applicable amendments
- Provide printout from www.sam.gov verifying
contractor/subcontractor is not listed on the debarred and
suspension list
If only a portion is being paid with City funds, then show calculation and
documentation of how costs are allocated.
Construction Costs (Contractors & . Invoice
Subcontractors) - Invoice should include:
date;
company's letterhead;
address for which service is provided;
description of service(s) and item(s);
amount for itemized services; and
total amount
Proof of Payment (i.e. bank statement or cancelled check)
Copy of applicable inspection report(s) conducted by HED Inspector
Copy of executed agreements
- Provide printout from www.sam.gov verifying
contractor/subcontractors are not listed on the debarred and
suspension list
Housing and Economic Development
FINAL as of 1/9/2015 Page 1
FORTWORTH.
Standard of Documentation for Reimbursement of Development Costs
Construction Costs (Contractors & . If only a portion is being paid with City funds, then show calculation of
Subcontractors) how costs are allocated.
(continued) • For payment of final retainage for the prime contractor, lien waivers for
the prime and all subcontractors.
• List of subcontractors
Materials Purchased Directly by . Invoice
Developer (if applicable) - Invoice should include:
date;
company's letterhead;
address where materials will be used;
description of service(s) and item(s);
cost by quantity; and
total amount
Proof of Payment (i.e. bank statement or cancelled check)
Verification of Delivery
Developer Fee • Final Invoice Reflecting Total Development Cost
(if paid directly from HOME funds) • Proof of payment for any other entity/funding source contributing to
development costs.
Show calculation of agreed upon developer fee percentage
Copies of final lien releases from contractor/subcontractor
Complete Documentation income eligibility of buyers/renters (i.e. income
docs for eligible homebuyer/tenants, sales contract between
developer/homebuyer, HAP Deed of Trust w/required affordability period
language, etc.)
Lease documents
• Final inspections of completed units
Housing and Economic Development
FINAL as of 1/9/2015 Page 2
EXHIBIT "K"
MBE REPORTING FORM
LANCASTER CORRIDOR REDEVELOPMENT,LLC
.HOME DEVELOPER RENTAL CONTRACT CSC No.44640 Page 19
Lancaster Corridor Redevelopment,LLC—Lancaster Place Apartments Rev.02/2015
Annual Performance Report U.S. Department of Housing OMB Approval No.2506-0171
and Urban Development (exp. 8/31/2009)
HOME Program Office of Community Planning
and Development
Public reporting burden for this collection of information is estimated to average 2.5 hours per response,including the time for reviewing instructions,searching
existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information. This agency may not conduct
or sponsor,and a person is not required to respond to,a collection of information unless that collection displays a valid OMB control number.
The HOME statute imposes a significant number of data collection and reporting requirements. This includes information on assisted properties,on the
owners or tenants of the properties,and on other programmatic areas. The information will be used: 1)to assist HOME participants in managing their
programs;2)to track performance of participants in meeting fund commitment and expenditure deadlines;3)to permit HUD to determine whether each
participant meets the HOME statutory income targeting and affordability requirements;and 4)to permit HUD to determine compliance with other statutory
and regulatory program requirements. This data collection is authorized under Title II of the Cranston-Gonzalez National Affordable dousing Act or related
authorities. Access to Federal grant funds is contingent on the reporting of certain project-specific data elements. Records of information collected will
be maintained by the recipients of the assistance. Information on activities and expenditures of grant funds is public information and is generally available
for disclosure. Recipients are responsible for ensuring confidentiality when public disclosure is not required.
This form is intended to collect numeric data to be aggregated nationally as a complement to data collected through the Cash and Management Information
(C/MI)System. Participants should enter the reporting period in the first block. The reporting period is October 1 to September30. Instructions are included
for each section if further explanation is needed.
Submit this form on or before December 31. This report is for period(mm/dd/yyyy) Date Submitted(MnVd&/M)
Send one copy to the appropriate HUD Field Office and one copy to: Starting Ending
HOME Program,Rm 7176,451 7th Street,S.W.,Washington D.C.20410
Part I Participant Identification
1. Participant Number 2. Participant Name
3. Name of Person completing this report 4. Phone Number(Include Area Code)
5. Address 6. City 7. State 8. Zip Code
Part II Program Income
Enter the following program income amounts for the reporting period: in block 1,enter the balance on hand at the beginning;in block 2,enter the amount
generated; in block 3, enter the amount expended;and in block 4, enter the amount for Tenant-Based rental Assistance.
1. Balance on hand at Beginning 2. Amount received during 3. Total amount expended 4. Amount expended for Tenant- 5. Balance on hand at end of
of Reporting Period Reporting Period during Reporting Period Based Rental Assistance Reporting Period(1+2-3)=5
Part III Minority Business Enterprises(MBE)and Women Business Enterprises(WBE)
In the table below, indicate the number and dollar value of contracts for HOME projects completed during the reporting period.
Minority Business Enterprises(MBE)
a. Total b. Alaskan Native or c. Asian or d. Black e. Hispanic I. White
American Indian Pacific islander Non-Hispanic Non-Hispanic
A. Contracts
1. Number
2. Dollar Amount
B. Sub-Contracts
1. Number
2. Dollar Amount
a. Total b. Women Business c. Male
Enterprises(WBE)
C. Contracts
1. Number
2. Dollar Amount
D. Sub-Contracts
1. Number
2. Dollar Amounts
page 1 of 2 form HUD-40107(11/92)
Part IV Minority Owners of Rental Property
In the table below,indicate the number of HOME assisted rental property owners and the total dollar amount of HOME funds in these rental properties assisted
during the reporting period. _
_ Minority Property Owners
a. Total b. Alaskan Native or c. Asian or d. Black e. Hispanic f. White
American Indian Pacific Islander Non-Hispanic Non-Hispanic
1. Number
2. Dollar Amount
Part V Relocation and Real Property Acquisition
Indicate the number of persons displaced,the cost of relocation payments,the number of parcels acquired,and the cost of acquisition. The data
provided should reflect only displacements and acquisitions occurring during the reporting period.
a. Number b. Cost
1. Parcels Acquired
2. Businesses Displaced
3. Nonprofit Organizations Displaced
4. Households Temporarily Relocated, not Displaced
Minority Business Enterprises(MBE)_
Households Displaced a. Total I b. Alaskan Native or c. Asian or d. Black e. Hispanic I. White
American Indian Pacific Islander Non-Hispanic Non-Hispanic
5. Households Displaced-Number
6. Households Displaced-Cost
page 2 of 2 form HUD-40107(11/92)
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 6/14/2011
DATE: Tuesday,June 14,2011 REFERENCE NO.: C-24976
LOG NAME: 17LANCASTERMIXEDUSEPROJECT
SUBJECT-
Authorize a Substantial Amendment to the City's 2006-2007, 2007-2008,2008-2009 and 2009-2010 Action
Plans and Substitution of Funding Years,Authorize Change in Use and Expenditure of$2,000,000.00 of
HOME Investment Partnerships Program Grant Funds for the Lancaster Mixed Use Project for the
Construction of Approximately Fifty Housing Units Located on 1 116 and 1 l 18 Jennings Avenue and 1115,
1 119 and 1 121 Monroe Street, Authorize a Conditional Commitment for a Subordinate Interim Loan to the
Fort Worth Local Development Corporation,and Authorize a HOME Contract with the Fort Worth Local
Development Corporation(COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a substantial amendment to the City's 2006-2007,2007-2008, 2008-2009 and 2009-2010
Action Plans;
2.Authorize the City Manager, or his designee, to substitute funding years in order to meet United States
Department of Housing and Urban Development commitment,disbursement and expenditure deadlines;
3. Authorize a change in use and expenditure of$2,000,000.00 in prior year's HOME Investment
Partnerships Program (HOME)Grant funds to the Fort Worth Local Development Corporation in the form of
a subordinate forgivable loan for the development of the Lancaster Mixed Use Project for the new
construction of up to fifty Mixed Income housing units located on 1116 and 1118 Jennings Avenue and It 15,
l 119 and 1121 Monroe Street, Fort Worth,Texas(the Project);
4. Authorize the City Manager, or his designee,to execute a conditional commitment with the Fort Worth
Local Development Corporation,for a twenty year subordinate forgivable loan that conditions funding to the
completion of the Environmental Review,and among other things,on satisfactory completion of HOME
requirements;
5. Authorize the City Manager,or his designee,to execute a HOME contract with the Fort Worth Local
Development Corporation, for the Project for a term beginning on the date of execution of the contract and
ending on the date the 20 year affordability period expires;
6. Authorize the City Manager,or his designee,to extend or renew the conditional commitment or the
contract for up to one year if the Local Development Corporation,requests an extension and such extension
is necessary for completion of the Project;and
7. Authorize the City Manager,or his designee,to amend the conditional commitment or the contract if
necessary to achieve Project goals provided that the amendment is within the scope of the Project and in
compliance with City policies and applicable laws and regulations governing the use of federal grant funds.
DISCUSSION:
The Lancaster Mixed Use Project(Project)consists of the new construction of a building that will include
both retail and residential space south of the building known as the "Zipper" building. In the form of a
subordinate forgivable loan,staff recommends awarding$2,000,000.00 to the Fort Worth Local
Development Corporation to develop, lease and manage the project.The development site will be located on
1116 and 1118 Jennings Avenue and 1 1 15, 1119 and 1 121 Monroe Street, Fort Worth,Texas.The project
will consist of a five story building with approximately fifty rental units.
Staffrecommends the following loan terms:
i. Designate HOME—assisted units according to HOME regulations with a 20 year affordability period,
ii. HOME funds secured by a recorded Deed of Trust on the real property;
iii. Forgivable at the end of the loan term upon satisfactory completion of all HOME requirements; and
iv.Loan term is twenty years.
The commitment of HOME funds is conditioned upon the following:
i. Satisfactory completion of the environmental review per 24 CFR Part 58; and
ii. Authorization to use grant funds from HUD.
City staff recommends the change in use and expenditure of$2,000,000.00 in HOME funds for the Project.
The purpose of the Project is to benefit low and very low income citizens by providing them with affordable
housing, in accordance with the HOME regulations,24 CFR Part 92 et seq. A public comment period on the
change in use of these HOME funds was held from May 5,2011 to June 6, 2011. Any comments are
maintained by the Housing and Economic Development Department in accordance with federal regulations.
The Action Plan funding years selected may vary and years may be substituted based on the principle of First
In, First Out in order to expend the oldest grant funds first.
All actions described herein are subject to appropriation and receipt of federal funds, as well as
determinations of the Fort Worth City Council as to allocation of the federal funds.This project is located in
COUNCIL DISTRICT 9.
FISCAL INFORATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget,as appropriated, of the Grants Fund.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
GR76 539120 005206141150 $563.684.00 GR76 539120 005206141080 $279.684.00
GR76 539120 005206181150 $290.687.08 GR76 539120 005206141090 $284.000.00
GR76 539120 005206271150 $821.839.51 GR76 539120 005206181070 $122.736.55
GR76 539120 005206351150 $323.789.41 GR76 539120 005 0618136 $167.950.53
GR76 539120 005206271 070 $696.907.00
GR76 539120 005206271080 $124.932.51
GR76 539120 017206351070 $323.789.41
CERTIFICATIONS:
Subnitted for City Manager's Office by; Susan Alanis (8180)
Originating Department Head: Jay Chapa (5804)
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/6/2012
DATE: Tuesday,March 06,2012 REFERENCE NO.: **C-25460
LOG NAME: 17LANCASTERMIXEDUSEPROJECTREVISION
SUB.IECT:
Authorize Amendment of M&C C-24976 to Expand the Project Location of the Lancaster Mixed Use Project,
Increase the Number of Housing Units and Approve the Waiver of Certain Related Development Fees
(COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize amendment of M&C C-24976 to expand the project
location of the Lancaster Mixed Use Project and increase the
number of housing units;
2. Authorize amendment of the conditional commitment with the
Fort Worth Local Development Corporation to reflect the
expanded location and the increase in number of housing units;and
3. Approve the waiver of certain related development fees.
DISCUSSION:
On June 14, 2011, (M&C C-24976) authorized a substantial
Amendment to the City's 2006-2007, 2007-2008,2008-2009 and
2009-2010 Action Plans and substitution of funding years and
authorized a change in use and the expenditure of$2,000,000.00 of
HOME Investment Partnerships Program Grant Funds for the
Lancaster Mixed Use Project(Project). The June 14, 2011, M&C
approved the Project to be developed on 1116 Jennings Avenue,
1118 Jennings Avenue, 1115 Monroe Street, 1119 Monroe Street
and 1121 Monroe Street,Fort Worth,Texas and to construct up to
50 residential units. Staff recommends amending the executed
conditional commitment to reflect these changes.
Since June, the Project has expanded to add a residential building
with retail on the first level and an office building space, and retail
in the first level and a parking garage. The Project boundary has
expanded to include 13th Street to the North,Throckmorton Street
to the East, Lancaster Avenue to the South, and Monroe Street to
the West. In addition, the number of units has increased from 50 to
130 residential units with 19 designated as HOME units.
A public comment period on the expansion of the Project
boundaries was held from July 24, 2011 to August 29, 2011. Any
comments are maintained by the Housing and Economic
Development Department in accordance with federal regulations.
The Action Plan funding years selected may vary and years may be
substituted based on the principle of First In,First Out in order to
expend the oldest grant funds first.
Fee Waivers:
Since this Project will provide quality, affordable and accessible
housing which would benefit low—income and moderate—income
households, Staff recommends that the City waive fees related to
the Project that would otherwise be charged by the City including
but not limited to(a)all building permit related fees(including
Plans Review, Inspections and Re—inspection Fees);(b)
Plat/Replat Application Fees; (c)Board of Adjustment Application
Fees;(d)Demolition Fees;(e)Structure Moving Fees;(f)Zoning
Fees; (g) Street/Alley and Utility Easement Vacation Application
Fees; (h) Temporary Encroachment Fees; (i)
Consent/Encroachment Agreement Application Fees; 0)Urban
Forestry Application Fees; (k)Sign Permit Fees; (l) Community
Facilities Agreement(CFA) Application Fees; and (m)Street
Closure Fees. Water and sewer impact fees are not waived and
shall be fully payable. The City will use a portion of the waived
fees to meet the City's HOME match requirement.
All actions described herein are subject to appropriation and
receipt of federal funds, as well as determinations of the Fort
Worth City Council as to allocation of the federal funds.
This project is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION:
The Financial Management Services Director certifies that this
action will have no material effect on City funds.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating_Del2artment Head: Jay Chapa (5804)
Additional Information Contact: Cynthia Garcia (8187)
Leticia Rodriguez (7319)
ATTACHMENTS
No attachments found.