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Contract 46798
STATE OF TEXAS § CITY SECRETAW § CONTRACT NO. ! 1 COUNTY OF TARRANT § This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City") and United Community Centers, Inc., a Texas non-profit corporation (hereafter "Developer"). City and Developer may be referred to individually as a"Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, City receives grant monies from the United States Department of Housing and Urban Development through the Community Development Block Grant ("CDBG") Program, Catalog of Federal Domestic Assistance No. 14.218; WHEREAS, a national objective of the CDBG Program is to benefit low and moderate income families in accordance with the CDBG Regulations at 24 CFR Parts 570.200 and 570.208; WHEREAS, Developer provides community-based neighborhood social and educational services for children, youth and families that are primarily low and moderate income. WHEREAS, Developer is the owner of the real property commonly known as 3600 North Crump Street, Fort Worth, Texas 76106 and operates the Wesley Community Center in the existing building on the site; WHEREAS, Developer proposes to use CDBG funds for a portion of the costs associated with demolishing the existing community center and constructing a new Wesleyan Community Center on the Crump Street property which will benefit low and very low income City citizens; NOW, THEREFORE, in consideration of the mutual covenants, obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated, the Parties understand and agree as follows: 1. INCORPORATION OF RECITALS. City and Developer hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract, Vo the following terms shall have the definitions ascribed to them as follows: m rn Area Median Income or AMI means the median family income for the Fort Worth- en Arlington metropolitan statistical area as set annuall bv HUD C:) OFFICIAL RECORD CITY SECRETARY CDBG CONSTRUCTION CONTRACT Page 1 o United Community Health Centers,Inc. FT.WORTH,TX CA Wesley Community Center Rev.04.09.2015 Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 20020-12-2011. CDBG means Community Development Block Grant. CDBG Funds means the CDBG grant funds supplied by City to Developer under the terms of this Contract. CDBG Regulations means regulations found at 24 CFR Part 570 et seq. CDBG Requirements means, as more particularly described in the attached Exhibit "A" —Project Summary and Scope of Work, (i) the demolition of the old community center building and the construction of the new building located on the Property, and during the Performance Period, (ii) the operation of a community center in the building which provides community-based neighborhood social and educational services to a population, 51% of which are Income Eligible Clients;, (iii) the use of a minimum of 51% of the building for direct services to a population, 51% of which are Income Eligible Clients; and (iv) complying with all applicable provisions of the CDBG Regulations. Client Documentation means the City's Certification of Income Statement attached as part of Exhibit"G"— Documentation of CDBG Requirements. Complete Documentation means the following documentation as applicable: • Attachments I and II, with supporting documentation as follows: o Proof of expense: copies of timesheets, invoices, leases, service contracts or other documentation showing the nature of the cost and that payment is due by Developer. o Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by Developer were actually paid by Developer. • Other documentation: (i) final lien releases signed by Developer's general contractor or subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass" inspections for such work; (iii) documentation to show compliance with BDE or DBE bidding process for procurement or Contract activities, if applicable; (iv) proof of contractor, vendor or subcontractor eligibility as described in Section 6.6; and (v) any other documents or records reasonably necessary to verify costs spent for the project. • Complete Documentation shall meet the standards described in the attached Exhibit "J"—Standards for Complete Documentation. Completion means the substantial completion of the building as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection Report, a CDBG CONSTRUCTION CONTRACT Page 2 United Community Centers,Inc. Wesley Community Center Rev. 04-16-I5 HUD Compliance Inspection Report and all other applicable City final inspection approvals. Completion Deadline means 3 years from the Effective Date. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means the deed of trust from Developer in favor of City covering the Property and securing the indebtedness evidenced therein as well as Developer's performance of the requirements of this Contract and of the CDBG Regulations, as the same may be extended, amended, restated, supplemented or otherwise modified from time to time. The form of the Deed of Trust is attached as part of Exhibit "E" — Loan Documents. Developer means United Community Centers, Inc. Director means the Director of the Neighborhood Services Department. Effective Date means April 16, 2015. HUD means the United States Department of Housing and Urban Development. IDIS means Integrated Disbursement and Information System, HUD's project tracking system. Income Eligible Client means 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 Detennining Income and Allowances. The definition of annual income to detennine client income eligibility shall be the definition contained in 24 CFR Part 5.609, as amended from time to time. Loan Documents means security instruments, including without limitation the Promissory Note and Deed of Trust, or any other similar instruments evidencing, securing or guaranteeing City's interest in the project and further evidencing, securing, or guaranteeing Developer's perfonnance of the CDBG Requirements during the Performance Period, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Loan means the CDBG Funds provided to Developer by City in the fonn of a forgivable deferred payment loan under the terms of this Contract as more particularly described in the Loan Documents. National Objective means (i) at least 51% of the clients served during the Perfonnance Period by Developer at the community center operated in the building located on the Property must be Income Eligible Clients, and (ii) a minimum of 51% of the building must be used for direct services to a population, 51% of which are Income Eligible Clients. CDBG CONSTRUCTION CONTRACT Page 3 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 Neighborhood Services Department means the City's Neighborhood Services Department created on February 17, 2015 in Ordinance No. 21651-02-2015. Performance Period means the 20 year period beginning when the project status is changed to "complete" in IDIS, during which Developer will fulfill the CDBG Requirements, meet the National Objective, and comply with all other terms and conditions of this Contract and the Loan Documents. Plans means the plans and specifications for the Required Improvements prepared by Developer's architect which have been delivered to and reviewed and approved by City on or before the Effective Date, and any amendments and change orders thereto approved by City. Promissory Note means the note in the amount of the CDBG Funds executed by Developer payable to the order of City as the same may be extended, amended, restated, supplemented or otherwise modified from time to time. The forth of the Promissory Note is attached as part of Exhibit"E"— Loan Documents. Property means the land on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. Reimbursement Request means all reports and other documentation described in Section 10. Required Improvements or the project means all the improvements to the Property for use as a community center as more particularly described in the attached Exhibit "A" — Project Summary and Scope of Work, together with all fixtures, tenant improvements and appurtenances now or later to be located on the Property and/or in such improvements (sometimes referred to herein as "the building"). The Required Improvements will be commonly known as the UCC Wesley Community Center. The street address of the project is 3600 North Crump Street, Fort Worth, TX 76106. 3. TERM. 3.1 Term of Contract. The term of this Contract begins on the Effective Date and terminates in 2 years unless earlier terminated as provided in this Contract. 3.1.1 Extension of Contract. This Contract may be extended for I year upon Developer submitting a request for an extension in writing at least 60 days prior to the end of the Contract term. The request for an extension shall include the reasons for the extension and Developer's anticipated budget, construction schedule and goals for the extended term. It is specifically understood that it is within City's sole discretion whether to approve or deny Developer's request for an additional term. Any such extension shall be in the form of an amendment to this Contract. CDBG CONSTRUCTION CONTRACT Page 4 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 3.2 Term of Loan. The term of the Loan shall commence on the date of the Promissory Note and terminates at the expiration of the Perfonnance Period so long as the terms and conditions of this Contract and the Loan Documents have been met. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide CDBG Funds. City shall provide up to $766,500.00 of CDBG Funds in the form of the Loan for eligible expenses under the terms and conditions of this Contract and the Loan Documents. 4.2 City Will Monitor. City will monitor the activities and performance of Developer and any of its contractors, subcontractors or vendors throughout the Performance Period, but no less than annually. Monitoring by City will include monitoring whether Developer is meeting the National Objective and the CDBG Requirements during the Perfonnance Period. 5. DUTIES AND RESPONSIBILITIES OF DE.'ELOPER. 5.1 Construction of Required Improvements. Developer will complete the Required Improvements as described in Exhibit "A" —Project Summary and Scope of Work in accordance with the Plans, the schedule set forth in Exhibit"C"—Construction and Reimbursement Schedule, and the terms and conditions of this Contract. 5.2 Use of CDBG Funds. 5.2.1. Compliance with CDBG Regulations and Contract. Developer shall be reimbursed for eligible project costs with CDBG Funds only if City determines in its sole discretion that: 5.2.1.1 Costs are eligible expenditures in accordance with CDBG Regulations. 5.2.1.2 Costs are in compliance with this Contract and are reasonable and consistent with industry nouns. 5.2.1.3 Complete Documentation, as applicable, is submitted by Developer. 5.2.2. Budget. Developer agrees that CDBG Funds will be paid in accordance with Exhibit "B" — Budget and Exhibit "C" — Construction and Reimbursement Schedule. Developer may increase or decrease line item amounts in the Budget with the Director's prior CDBG CONSTRUCTION CONTRACT Page 5 United Community Centers, Inc. Wesley Community Center Rev. 04-16-I5 written approval, which approval shall be in the Director's sole discretion. Any such increase or decrease in line items in the Budget shall comply with Section 5.2.1, Exhibit "A" — Project Summary and Scope of Work, and shall not increase the total amount of CDBG Funds. 5.2.3 Change in Budget. 5.2.3.1 Developer will notify City promptly of any additional funds it receives for construction of the project, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. 5.2.3.2 Developer agrees to utilize the CDBG Funds to supplement rather than supplant funds otherwise available for the project. 5.3 Payment of CDBG Funds to Developer. CDBG Funds will be disbursed to Developer upon City's approval of Developer's Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. It is expressly agreed by the Parties that any CDBG Funds not reimbursed to Developer upon completion of the Required Improvements shall remain with City. 5.4 Identify Project Expenses Paid with CDBG Funds. Developer will keep accounts and records in such a manner that City may readily identify and account for project expenses reimbursed with CDBG Funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.5 Acknowledgement of City Payment of CDBG Funds. Within 90 days of Completion, Developer shall sign an acknowledgement that City has paid all CDBG Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying all or any portion of the CDBG Funds that City has not paid to Developer. Once City has met all of its obligations for payment of CDBG Funds hereunder, an officer of Developer shall sign an acknowledgement of same. 5.6 Security for City's Interest and Developer's Performance. To secure City's interest in the Required Improvements and the performance of the CDBG Requirements and any of Developer's other obligations hereunder; Developer shall execute the Loan Documents and record the Deed of Trust encumbering the Property prior to having any construction materials delivered to the Property or commencing any work on the Required Improvements. No CDBG Funds will be paid or reimbursed until the Loan Documents are executed and the Deed of Trust is recorded. CDBG CONSTRUCTION CONTRACT Page 6 United Community Centers, Inc. Wesley Community Center Rev. 04-16-15 5.6.1 Loan Terms and Conditions. Developer will be required to: 5.6.1.1 Execute the Promissory Note and Deed of Trust, along with any other Loan Documents required by City. 5.6.1.2 Provide with arer-tgag Polie., of title the amount of the Loan. 5.6.1.3 Pay all costs associated with closing the Loan. 5.6.1.4 A;least 1 business day before elosi . pr-ovide Gt with afl estimated settlement statement. 5.6.1.5 Ensure City's lien is in first lien position unless otherwise approved in writing by City. In addition, City must approve in writing any secured financing for the Required Improvements that is to be subordinate to the Loan. 5.6.1.6 The term of the Loan shall be as specified in Section 3.2. 5.6.1.7 No interest shall accrue on the Loan provided that Developer complies with the terms and conditions of the Loan Documents. 5.6.1.8 The Loan is a forgivable deferred payment loan. Repayment of the CDBG Funds will only be required if (i) the public facility located on the Property and constructed with the CDBG Funds does not benefit Income Eligible Clients and meet the National Objective during the Performance Period, (ii) Developer does not meet the CDBG Requirements, or (iii) Developer does not otherwise comply with the terms of this Contract, the Loan Documents or the CDBG Regulations. If repayment of the CDBG Funds is required: (i) in years 1 through 10 of the Performance Period, the total CDBG Funds must be repaid; (ii) in years 11 through 20 of the Performance Period, the CDBG Funds will be forgiven at a rate of 10% per year. 5.6.1.9 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract or the CDBG Regulations including but not limited to the CDBG Requirements or the National Objective. The Deed of Trust shall secure both repayment of the CDBG Funds, if required, and performance by Developer of its obligations under this Contract and the requirements of the CDBG Regulations during the Performance Period. CDBG CONSTRUCTION CONTRACT Page 7 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 5.6.1.10 Refinancing of the Loan or any approved subordinate refinancing shall require City's prior written approval for the purpose of ensuring compliance with the CDBG Requirements, which approval shall not be unreasonably conditioned or withheld. 5.6.1.11 Failure by Developer to comply with this Section 5.6 will be an event of default under this Contract and the Loan Documents. 5.7 CDBG Requirements and National Objective. Developer shall ensure that the CDBG Requirements and the National Objective are met throughout the Performance Period. If Developer fails to meet the CDBG Requirements or the National Objective, then Developer shall pay to City 10% of the Loan amount as liquidated damages. The Parties agree that City's actual damages in the event of Developer's failure to meet the CDBG Requirements or the National Objective are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by City, or otherwise impact the City's CDBG grant or other federal grant funds. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to City is liquidated damages and not a penalty. 5.8 CDBG Requirements and National Obiective Survive Transfer. Any sale or transfer of the Property during the Performance Period, excluding a transfer due to condemnation or to obtain utility services, will require that the new owner or transferee assume in writing Developer's obligations under this Contract including the CDBG Requirements and the National Objective. Failure of the new owner or transferee to assume all of Developer's obligations under this Contract will result in termination of the Contract and any CDBG Funds already paid to Developer must be repaid to City within 30 days of termination under this Section. If such sale or transfer takes place after the termination of this Contract but before the end of the Performance Period, the new owner or transferee must assume all of Developer's obligations under this Contract that survive its termination as set forth herein including but not limited to the CDBG Requirements and meeting the National Objective. If the new owner or transferee does not assume Developer's surviving obligations hereunder, then the CDBG Funds must be repaid to City within 30 days of written notice by City or City may pursue any of its remedies under this Contract or the Loan Documents. 6. CONSTRUCTION 6.1. Construction Schedule. Developer will construct the Required Improvements in accordance with the schedule set forth in the attached Exhibit "C" — Construction and Reimbursement Schedule. Deyelopef shall of begin nsti,,etion of the Required impi:ove.. ent , *;t City sends a- Notiee—to Pro ed.** Developer's failure to meet the Construction Schedule shall be an event of default. Developer may not change the Construction Schedule without the Director's prior written approval, which approval shall be in the CDBG CONSTRUCTION CONTRACT Page 8 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 Director's sole discretion. **See Exhibit A-3 —Special Provisions. 6.1.1 Construction Inspections. The construction of the Required Improvements must pass a Neighborhood Services Department Minimal Acceptable Standard Inspection, a HUD Compliance Inspection and any other applicable HUD-required inspections during the construction period, along with any applicable City final inspection approval at the completion of construction of the Required Improvements. 6.2 Applicable Laws, Building Codes and Ordinances. The Plans for the Required Improvements shall (i) conform to all applicable Federal, State, City and local laws, ordinances, codes, rules and regulations, including the CDBG Regulations; and (ii) meet all City building codes. 6.3 Property Standards During Construction. Developer shall comply with the requirements as relates to City's property standards as well as all applicable accessibility standards for the Required Improvements. Developer shall comply with the requirements of 24 CFR Part 570.614 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. 6.4 Lead-Based Paint Requirements. If applicable, Developer will comply with 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 of the Required hnprovements. 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 related documents; or (ii) an assumption of any responsibility or liability by City for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and specifications or other related documents by Developer or any of its architects, contractors or subcontractors, and their respective officers, agents, employees and lower tier subcontractors. 6.6 Contractor, Vendor and Subcontractor Requirements. Developer will use commercially reasonable efforts to ensure that all contractors or vendors utilized by Developer or subcontractors utilized by Developer's general contractor are appropriately licensed and such licenses are maintained throughout the construction of the Required Improvements. Developer shall ensure that all subcontractors or vendors utilized by Developer or subcontractors utilized by CDBG CONSTRUCTION CONTRACT Page 9 United Community Centers, Inc. Wesley Community Center Rev. 04-16-15 Developer's general contractor in the construction of the Required Improvements are not debarred or suspended from perfonning the contractor's, subcontractor's or vendor's work by the City, the State of Texas, or the Federal government. Developer acknowledges that 24 CFR Part 85.35 forbids Developer from hiring or continuing to employ any contractor, subcontractor or vendor that is listed on the Federal Excluded Parties List System for Award Management, www-.sam.gov ("SAM"). Developer must confirm by search of SAM that all contractors, subcontractors or vendors are not listed by SAM as being debarred, both prior to hiring and prior to submitting a Reimbursement Request which includes invoices from any such contractor, subcontractor or vendor. Failure to submit such proofs of search shall be an event of default.** In the event that City detennines that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's general contractor shall immediately cause such contractor, subcontractor or vendor to stop work on the Required Improvements and Developer shall not be reimbursed for any work performed by such contractor, subcontractor or vendor. However, this Section should not be construed to be an assumption of any responsibility or liability by City for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to SAM shall survive the termination of this Contract and be applicable for the length of the Performance Period. **See Exhibit A-3 — Special Provisions. 6.7 Furnish Coiprl-te Set of i-vBuilt" Plans �7,� E1@avzel6p iii 1cm norm � +., - complet-e set vnr built" , lans�rthe Required improvements at completion of eonswuetion aftef all final appfovals have been obtained. 7. COMPLIANCE WITH CDBG REGULATIONS DURING PERFORMANCE PERIOD. 7.1 Client Documentation. 7.1.1 Income Eligibility. Developer must use the definition of annual income in 24 CFR 5.609 to establish income eligibility. Developer shall use the most current HUD Income Guidelines. Developer shall maintain Client Documentation sufficient to show that a minimum of 51% of the clients served by the community center are Income Eligible Clients. Developer must maintain copies of all such documentation for 5 years following the expiration of the Perfonnance Period. This Section shall survive the earlier termination or expiration of this Contract. 7.1.2 Income Verification. Developer must maintain copies of such Client Documentation as required under this Contract. Developer is responsible for collecting and maintaining Client Documentation for each person enrolled in its programs or receiving services from Developer in accordance with the requirements of Exhibit "G" — Documentation of CDBG Requirements. Developer may use the Certification of Income Statement attached hereto as part of Exhibit "G" — Documentation of CDBG Requirements to document income of the clients served by Developer. City will review Client CDBG CONSTRUCTION CONTRACT Page 10 United Community Centers, Inc. Wesley Community Center Rev. 04-16-15 Documentation on at least an annual basis during the Performance Period as part of its monitoring. Developer must maintain copies of all such documentation for 5 years following the expiration of the Perfonnance Period. This Section shall survive the earlier termination or expiration of this Contract. 7.1.3 Client Demographic Data/Household Characteristics. Developer shall provide City quarterly with the information about the household characteristics and income of all clients served at the community center on Attachment III Unduplicated Client Data Report attached hereto as part of Exhibit "G" — Documentation of CDBG Requirements throughout the Perfonnance Period in such a fashion to enable City to verify that a least 51% of the total clients served by Developer are Income Eligible Clients. 7.2 Use of Building. Grant funds from the CDBG Program were used to construct the building therefore City and Developer agree that the use of the building must meet the National Objective. The building shall be open for use by the general public during all normal hours of operation in accordance with 24 CFR Part 570.201(c). 7.3 Property Standards During Performance Period. Developer shall ensure that the Required Improvements are maintained in good order and repair and in accordance with all applicable City and HUD property standards for the duration of the Performance Period, which at a minimum shall be those property standards required by City codes and regulations and the CDBG Regulations. Developer will allow City to make on-site inspections to verify maintenance of the building if City requests such an inspection; provided however, City has no obligation to inspect the premises. 7.4 Program Income. Income from the use of the building, if any, is hereby assigned to Developer. Developer shall use program income to aid in maintaining the building and to deliver services that benefit low and moderate income individuals and families and to meet the National Objective. A summary report of income earned from the use of the building must be provided annually to City during the Performance Period. City has the right to monitor activities in the building that generate program income and activities on which program income is spent. 8. ADDITIONAL REQUIREMENTS. Developer agrees to comply with all requirements of the CDBG Program as stated in the CDBG Regulations, including, but not limited to the following: 8.1 Environmental Review. Funds will not be paid, and costs cannot be incurred until City has conducted an environmental review and completed an Environmental Review Record as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with, CDBG CONSTRUCTION CONTRACT Page 11 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions including if applicable property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance. Any violation of this provision will (i) cause this Contract to terminate immediately; (ii) require Developer to repay the CDBG Funds to City and forfeit any future payments of CDBG Funds; and (iii) Developer must pay 10% of Loan amount to City as liquidated damages. The Parties agree that City's actual damages in the event of Developer violating this Section are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by City or otherwise impact the City's CDBG grant or other federal grant funds. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to City is liquidated damages and not a penalty. 8.1.2 Mitigation. Developer must take the mitigation actions outlined in Exhibit "A-2" — Environmental Mitigation Actions. Failure to complete the required mitigation action is an event of default under this Contract. 8.2 Contract Not Constituting Commitment of Funds. Notwithstanding any provision of this Contract, the Parties agree and acknowledge that this Contract does not constitute a commitment of CDBG Funds, and that such commitment or approval may occur only upon satisfactory completion of environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58. 8.3. Monitoring. 8.3.1 Developer understands and agrees that it will be subject to monitoring by City for compliance with the CDBG Regulations, the teens of this Contract and the Loan Documents for the duration of this Contract and the Performance Period. Developer will provide reports and access to project files as requested by City for 5 years after the end of the Performance Period, and will meet all the reporting requirements set out in this Contract. This Section shall survive the earlier termination or expiration of this Contract. 8.3.2 Representatives of City, HUD, HUD Office of Inspector General, and the United States Comptroller General shall have access during regular business hours, upon 48 hours' prior notice, to Developer's offices and records that are related to the use of the CDBG Funds, and to Developer's officers, directors, agents, employees, contractors and subcontractors for the purpose of such monitoring. 8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring, City reserves the right to perfonn desk reviews or on-site monitoring of Developer's compliance with the terms and conditions of this Contract and the Loan. After each monitoring visit, City shall provide Developer with a written report of the monitor's findings. If the monitoring report notes deficiencies in Developer's performance, the report shall include requirements for the timely correction of said CDBG CONSTRUCTION CONTRACT Page 12 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 deficiencies by Developer. Failure by Developer to take the action specified in the monitoring report may be cause for suspension or tennination of this Contract as provided herein, or City may take all actions allowed in the Loan Documents. 8.3.4 This Section 8.3 shall be applicable for the duration of the Contract teen, the Performance Period and for 5 years thereafter and shall survive the earlier termination or expiration of this Contract. 8.4 Compliance with the Uniform Relocation Act. If applicable, Developer shall comply with the relocation requirements of 24 CFR Part 580.606 and all other applicable Federal and state laws and City ordinances and requirements. 8.5 Compliance with Davis-Bacon. If applicable, Developer and its general contractor and all lower tier subcontractors will comply with the Davis-Bacon Act as described in Section 14.14 and Exhibit "H"—Federal Labor Standards Provisions - Davis-Bacon Requirements. 8.6 Developer Procurement Standards. Developer shall establish procurement procedures to ensure that materials and services are obtained in a cost effective manner. Developer shall comply with all applicable Federal, State and local laws, regulations, and ordinances for making procurements under this Contract. 8.7 Copyright and Patent Rights. No reports, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of Developer. HUD and City shall possess all rights to invention or discovery, as well as rights in data which may arise as a result of Developer's perfonnance under this Contract. 8.8 Terms Applicable to Contractors, Subcontractors and Vendors. Developer understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which are in any way paid with CDBG Funds or who perfonn any work in connection with the Required Improvements. Developer shall cause all applicable provisions of this Contract to be included in and made a part of any contract or subcontract executed in the perfonnance of its obligations hereunder, including if applicable its obligations regarding the CDBG Regulations, the CDBG Requirements and the National Objective during the Performance Period. Developer shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance with the CDBG Regulations, the CDBG Requirements and the National Objective as well as the Contract provisions. Developer must cure all violations of the CDBG Regulations committed by its contractors, subcontractors or vendors. City maintains the right to insist on Developer's full compliance with the terns of this Contract and the CDBG Regulations and Developer is responsible for such compliance regardless of whether actions taken to fulfill the requirements of this Contract are taken by Developer or by Developer's contractors, subcontractors or vendors. Developer CDBG CONSTRUCTION CONTRACT Page 13 United Community Centers, Inc. Wesley Community Center Rev. 04-16-15 acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Performance Period and for 5 years thereafter. 8.9 Payment and Performance Bonds. Subject to the requirements of 24 CFR Part 85.36(h), 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 $766,500.00. 8.10 Cost Principles/Cost Reasonableness. Developer shall administer its use of the CDBG Funds in compliance with OMB Circular A-122, "Cost Principles for Non-Profit Organizations"), as applicable and as may be amended from time to time. The allowability of costs incurred for performance rendered shall be determined in accordance with OMB Circular A-122 as supplemented by the provisions of this Contract. 8.11 Accounting Standards. Developer 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", as applicable and as may be amended from time to time 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. 8.12 Uniform Administrative Requirements. In addition to the requirements of Section 8.11, Developer will comply with the Uniform Administrative Requirements set forth in 24 CFR Part 570.502, or any reasonably equivalent procedures and requirements that City may require. 9. RECORD KEEPING, REPORTING AND DOCUMENTATION REQUIREMENTS; AUDIT. 9.1 Record Keeping. Developer shall maintain a record-keeping system as part of its performance of this Contract and shall promptly provide City with copies of any document City deems necessary for the effective fulfillment of City's monitoring and evaluation responsibilities. Specifically, Developer will keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation, as well as all Client Documentation. Developer will maintain all records and documentation related to this Contract for 5 years after the expiration of the Performance Period. If any claim, litigation, or audit is initiated before the expiration of the 5 year period, the records must be retained until all such claims, litigation or audits have been resolved. 9.1.2 Access to Records. City, HUD and any duly authorized officials of the Federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's records pertaining to all matters covered by this Contract throughout the CDBG CONSTRUCTION CONTRACT Page 14 United Community Centers, Inc. Wesley Community Center Rev. 04-16-15 Performance Period and for 5 years thereafter. Such access shall be during regular business hours and upon at least 48 hours' prior notice. 9.2 Reports. Developer will submit to City all reports and documentation described in this Contract, in such form as City may prescribe. Developer may also be required to submit a final performance and financial report if required by City at the termination of this Contract and/or the termination of the Loan in such form and within such times as City may prescribe. Failure to submit any report or documentation described in this Contract to City shall be an event of default of this Contract and City may exercise all of it remedies for default under this Contract and Loan Documents. 9.2.1 Additional Information. Developer shall provide City with additional information as may be required by Federal or State agencies to substantiate CDBG activities and/or expenditure eligibility. 9.3 Change in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at its discretion. City will notify Developer in writing at least 30 days prior to the effective date of such change, and the Parties shall execute an amendment to the Contract reflecting such change if necessary. 9.4 Audit. 9.4.1 Entities that Expend $500,000 or more in Federal Funds Per Year. All non-federal entities that expend $500,000 or more in Federal funds within one year, regardless of the source of the Federal award, must submit to City an annual audit prepared in accordance with specific reference to OMB Circular A-133, "Audits of States, Local Governments, and Non-Profit Organizations", as may be amended from time to time. The audit shall cover the Developer's fiscal years during which this Contract is in force. The audit must be prepared by an independent certified public accountant, be completed within 6 months following the end of the period being audited and be submitted to City's Internal Audit Department within 30 days of its completion. Developer's audit certification is attached hereto as Exhibit "D" — "Audit Certification Form" and "Audit Requirements". The Audit Certification Form must be submitted to City within 60 days of the end of period being audited (Developer's fiscal year). Entities that expend less than $500,000 a year in Federal funds are exempt from Federal audit requirements for that year, but records must be available for review or audit by appropriate officials of the Federal government, City, and General Accounting Office. 9.4.2 City Reserves the Right to Audit. City reserves the right to perform an audit (i) of Developer's expenditure of CDBG Funds or (ii) program income in accordance with Section 7.4, at any time during the term of this Contract, the Performance Period, or within 5 years thereafter as the case may be, if City determines that such audit is necessary for City's compliance with the CDBG Regulations or other City policies, and Developer agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or CDBG CONSTRUCTION CONTRACT Page 15 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 expenditure, such questions must be resolved within 15 business days after notice to Developer of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this and/or future contract(s) with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED CDBG FUNDS OR SPENT CDBG FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 10. REIMBURSEMENT REQUIREMENTS. Developer shall provide City with Complete Documentation and the following reports as shown in EXHIBIT "F" — REIMBURSEMENT FORMS with each Reimbursement Request: 10.1 Attachment I—Invoice. This report shall contain the amount requested for reimbursement in the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). This report must be signed by an authorized signatory of Developer. By signing Attachment I, Developer is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Contract, and the data contained in the report is true and correct. 10.2 Attachment II— Expenditure Worksheet. This report shall itemize each expense requested for reimbursement by Developer. In order for this report to be complete the following must be submitted: 10.2.1 Invoices for each expense with an explanation as to how the expense pertains to the project, if necessary; and 10.2.2 Proof that each expense was paid by Developer, which proof can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3. Deadline for Submitting Reimbursement Requests. All Reimbursement Requests along with Complete Documentation shall be submitted by Developer to City within 60 days from each of the deadlines as shown in Exhibit"C"— Construction and Reimbursement Schedule. 10.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. CDBG CONSTRUCTION CONTRACT Page 16 United Community Centers, Inc. Wesley Community Center Rev. 04-16-15 10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30 DAYS OF THE COMPLETION DEADLINE. 10.3.3 Final Payment Final payment will not be made until City has verified that Developer's use of the building meets the National Objective, and that Developer has submitted an accurate initial Performance Report, including Attachment III Unduplicated Client Data Report. 10.4 Withholding Payment 10.4.1 CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER THIS CONTRACT IF COMPLETE DOCUMENTATION IS NOT RECEIVED. 10.4.2 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL ALL LIENS ARE RELEASED TO CITY'S SATISFACTION. Developer shall furnish City with a copy of an Affidavit of Completion sworn to by Developer's general contractor that has been filed by Developer in the Tarrant County Real Property Records in compliance with the Texas Property Code, Section 53.106 as proof that all subcontractors, laborers and materialmen have been paid in full for all labor and materials provided to the general contractor for the project. 10.5 Timing of Payment. Provided that Developer submits Complete Documentation in confonnance with the requirements of this Contract and the CDBG Regulations, City will reimburse Developer for eligible expenses within 30 calendar days. 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin or Complete the Required Improvements 11.1.1 If Developer fails to begin construction on the Required Improvements within 90 days of the e Effective Date, the Contract shall automatically terminate without further warning or opportunity to cure, and with no penalty or liability to City. 11.1.2 If City determines that the Required Improvements were not completed by the Completion Deadline or have failed to pass any of the inspections described in Section 6.1.1, City shall have the right to terminate this Contract with no penalty or liability to City, with such termination to be effective immediately upon written notice. City shall also be entitled to demand repayment of the CDBG Funds and enforce any of the default provisions of the Loan Documents. CDBG CONSTRUCTION CONTRACT Page 17 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 11.2 Failure to Submit Complete Documentation During Construction. 11.2.1 If Developer fails to submit Complete Documentation during construction of the Required Improvements in accordance with Exhibit "C" — Construction and Reimbursement Schedule or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or CDBG Regulations as determined by City, City will notify Developer in writing and the Developer will have 15 calendar days from the date of the written notice to submit or resubmit any such report or documentation. If Developer fails to submit or resubmit any such report or documentation within such time, City shall have the right to withhold payments. If such failure continues for an additional 15 days (a total of 30 days), City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any CDBG Funds to Developer during the period that any such report or documentation is not in compliance with this Contract or the CDBG Regulations. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or CDBG Regulations as determined by City, Developer shall be in default of this Contract. City will notify Developer in writing of such default and the Developer will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If the Developer fails to cure the default within such time, Developer shall forfeit any payments otherwise due under such Reimbursement Request. If such failure to resubmit such Reimbursement Request continues for an additional 15 days (a total of 30 days), 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 CDBG Funds to Developer during the period that any such Reimbursement Request is not in compliance with this Contract or the CDBG Regulations. 11.2.3 In the event of more than 2 instances of default, cured or uncured, under Sections Section 11.2.1 or 11.2.2, City reserves the right at its sole option to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. 11.2.4 Notwithstanding anything to the contrary herein, City will not be required to pay any CDBG Funds to Developer during the period that any Reimbursement Requests, reports or documentation are past due or are not in compliance with this Contract or the CDBG Regulations, or during any period during which Developer is in default of this Contract. 11.2.5. In the event of termination under this Section 11.2, all CDBG Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer shall have no further right to such funds. Any CDBG Funds already paid to Developer must be repaid to City within 30 days of termination under this Section. CDBG CONSTRUCTION CONTRACT Page 18 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 Failure to repay such CDBG Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. 11.3 Failure to Maintain or Submit Required Reports and Documentation During Performance Period. If Developer fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract after the Required Improvements are completed, or if the maintained or submitted report or documentation is not in compliance with this Contract or the CDBG Regulations as determined by City, City will notify Developer in writing and the Developer will have 15 calendar days from the date of the written notice to obtain or recreate the missing records and documentation, or submit or resubmit any such report or documentation to City. If Developer fails to maintain the required reports or documentation, or submit or resubmit any such report or documentation within such time, City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. In the event of termination under this Section 11.3, any CDBG Funds paid to Developer must be repaid to City within 30 days of termination under this Section. Failure to repay such CDBG Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. 11.4 In General. 11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided otherwise in this Contract, Developer shall be in default under this Contract if Developer breaches any term or condition of this Contract. In the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be specified herein) or, if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by both Parties mutually and in good faith, City shall have the right to elect, in City's sole discretion, (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to Developer, or (iii) to pursue any other legal remedies available to City under this Contract or the Loan Documents. 11.4.2 City's remedies may include: 11.4.2.1 Direct Developer to prepare and follow a schedule of actions for carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implement the affected activities, including extending the Performance Period. 11.4.2.2 Direct Developer to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 11.4.2.3 Cancel or revise activities likely to be affected by the CDBG CONSTRUCTION CONTRACT Page 19 United Community Centers,Inc. Wesley Community Center Rev.04-16-15 performance deficiency before expending CDBG Funds for the activities. 11.4.2.4 Reprogram CDBG Funds that have not yet been expended from affected activities to other eligible activities or withhold CDBG Funds. 11.4.2.5 Direct Developer to reimburse City in any amount of CDBG Funds not used in accordance with the CDBG Regulations. 11.4.2.6 Suspend reimbursement of CDBG Funds for affected activities. 11.4.2.7 Any other appropriate action including but not limited to any remedial action legally available such as declaratory judgment, specific performance, damages, temporary or permanent injunctions, termination of this Contract or any other contracts with Developer, and any other available remedies. 11.4.3 In the event of termination under this Section 1 1.4, all CDBG Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any CDBG Funds already paid to Developer must be repaid to City within 30 days of termination. Failure to repay such CDBG Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. 11.5 No Funds Disbursed while in Breach. Developer understands and agrees that no CDBG Funds will be paid to Developer until all defaults are cured to City's satisfaction. 11.6 No Compensation After Date of Termination. In the event of tennination, Developer shall not receive any compensation for work undertaken after the date of the termination. 11.7 Rights of City Not Affected. Tennination shall not affect or terminate any of the existing rights of City against Developer, or which may thereafter accrue because of such default, and this provision shall be in addition to any and all other rights and remedies available to City under the law and Loan Documents including, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terms of the Contract. Such tennination does not terminate any applicable provisions of this Contract that have been expressly noted as surviving the term or early termination of the Contract. No delay or omission by City in exercising any right or remedy available to it under this Contract shall impair any such right or remedy or constitute a waiver or acquiescence in any Developer default. CDBG CONSTRUCTION CONTRACT Page 20 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 11.8 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a breach of any term, covenant, or condition of this Contract shall not operate as a waiver of any subsequent breach of the same or any other teen, covenant or condition hereof. 11.9 Civil, Criminal and Administrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or administrative penalties, including, but not limited to those set out in this Contract. 11.10 Termination for Cause. 11.10.1 City may tenninate this Contract in the event of Developer's default, inability, or failure to perform subject to notice, grace and cure periods. In the event City tenninates this Contract for cause, all CDBG Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any CDBG Funds already paid to Developer must be repaid to City within 30 days of tennination. Failure to repay such CDBG Funds will result in City exercising all remedies available to City under this Contract or the Loan Documents. 11.10.2 Developer may terminate this Contract if City does not provide the CDBG Funds substantially in accordance with this Contract. 11.11 Termination for Convenience. In terminating in accordance with 24 C.F.R. 85.44 this Contract may be terminated in whole or in part only as follows: 11.11.1 By City with the consent of Developer in which case the Parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated; or 11.11.2 By the Developer upon at least 30 days' written notice to City, setting forth the reasons for such tennination, the effective date, and in the case of partial termination, the portion to be tenninated. In the case of a partial termination, City may terminate the Contract in its entirety if City determines that the remaining portion of the Contract to be performed or CDBG Funds to be spent will not accomplish the purposes for which this Contract was made. 11.12 Dissolution of Developer Terminates Contract. In the event Developer is dissolved or ceases to exist, this Contract shall terminate. In the event of termination under this Section, all CDBG Funds are subject to repayment and/or City may exercise all of its remedies under this Contract and the Loan Documents. CDBG CONSTRUCTION CONTRACT Page 21 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 12. REPAi Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 14.3 Developer Property. City shall under no circumstances be responsible for any property belonging to Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, clients, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. 14.4 Religious Organization. No portion of the CDBG Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for clients of a CDBG-funded service. 14.5 Venue. Venue shall lie in Tarrant County, Texas for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract. 14.6 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution, perfonnance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by federal law, the choice of law shall be the laws of the State of Texas. 14.7 Severability. The provisions of this Contract are severable, and, if for any reason a clause, sentence, paragraph or other part of this Contract shall be detennined to be invalid by a court or Federal or State agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 14.8 Written Agreement Entire Agreement. This written instrument and the Attachments, and Exhibits attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitute the entire agreement by the Parties concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement which purports to vary the terms of this Contract shall be void. Any amendments to the terms of this Contract must be in writing and executed by the Parties. 14.9. Paragraph Headings for Reference Only, No Legal Significance; Number and Gender. The paragraph headings contained herein are for convenience in reference to this CDBG CONSTRUCTION CONTRACT Page 23 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine. The words "include" and "including" whenever used herein shall be deemed to be followed by the words "without limitation". 14.10 Compliance With All Applicable Laws and Regulations. Developer agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the term of this Contract and throughout the Performance Period. Those laws include, but are not limited to: ➢ CDBG Regulations found in 24 CFR Part 570. Title I of the Housing and Community Development Act of 1974, as amended, (42 USC 5301 et seq.) ➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including provisions requiring recipients of federal assistance to ensure meaningful access by person of limited English proficiency ➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.) ➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 ➢ The Age Discrimination in Employment Act of 1967 The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) ➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA") ➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24 CFR Part 8 where applicable ➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58. ➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.) and the related Executive Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no event shall any amount of the assistance provided under this Contract be utilized with respect to a facility that has given rise to a conviction under the Clean Air Act or the Clean Water Act. ➢ Immigration Refonn and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.) specifically including the provisions requiring employer verifications of legal status of its employees ➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and the Unifonm Federal Accessibility Standards, 24 CFR Part 40, Appendix A ➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered persons ➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part 23, Subpart F ➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on CDBG CONSTRUCTION CONTRACT Page 24 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 participation by ineligible, debarred or suspended persons or entities Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act ➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247 ➢ For contracts and subgrants for construction or repair, Copeland "Anti- Kickback"Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5 ➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers, Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5 Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R ➢ Uniform Administrative Requirements of 24 CFR Part 84 14.11 HUD-Assisted Projects and Employment and other Economic Opportunities; Section 3 Requirements. 14.11.1 Requirement that Law Be Quoted in Covered Contracts. —Certain Requirements Pertaining to Section 3 of the Housiny, and Urban Development Act of 1968 as Amended (12 U.S.C. Sections 1701 et seq.) and its Related Regulations at 24 CFR Part 135 If the construction of the Required Improvements will cause the creation of new employment, training, or contracting opportunities on a contractor or subcontractor level resulting from the expenditure of the CDBG Funds, Developer shall comply with the following and will ensure that its contractors also comply. If the work performed under this Contract is on a project assisted under a program providing direct Federal financial assistance from HUD, Section 3 of 24 CFR 135.38 ("Section 3") requires that the following clause, shown in italics, be inserted in all covered contracts ("Section 3 Clause"): Section to be quoted in covered contracts begins: "A. The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to lox- and veru lox-income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, tivhich implement section 3. As evidenced by their execution of this contract, the parties to this contract certifv that they are under no contractual or other impediment that would prevent CDBG CONSTRUCTION CONTRACT Page 25 United Community Centers, Inc. Wesley Community Center Rev. 04-16-15 them from complying with the part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other" understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with anv subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. E. The contractor will certifv that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. F. Noncompliance with HUD's regulations in 24 CFR part 135 may, result in sanctions, termination of this contract for default, and debarment or suspension from fixture HUD assisted contracts. G. With respect to work per;formed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self- Determination and Education Assistance Act (25 U S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities.for training and emplovment shall be given to Indians, and (ii)preference in the ativard of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). Section to be quoted in covered contracts ends. CDBG CONSTRUCTION CONTRACT Page 26 United Community Centers, Inc. Wesley Community Center Rev. 04-16-15 14.11.2 Developer Responsibilities for Section 3 Requirements. City and Developer understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall be a condition of the Federal financial assistance provided to the project binding upon City and Developer, and their respective successors, assigns, contractors and subcontractors. Failure to fiilfill these requirements shall subject Developer and its contractors and subcontractors and their respective successors and assigns to those sanctions specified by the grant agreement through which Federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135. Developer's responsibilities include: 14.11.2.1 Implementing procedures to notify Section 3 residents and business concerns about training, employment, and contracting opportunities generated by Section 3 covered assistance; 14.11.2.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; 14.11.2.3 Facilitating the training and employment of Section 3 residents and the award of contracts to Section 3 business concerns; 14.11.2.4 Assisting and actively cooperating with the Neighborhood Services Department in making contractors and subcontractors comply; 14.11.2.5 Refraining from entering into contracts with contractors that are in violation of Section 3 regulations; 14.11.2.6 Documenting actions taken to comply with Section 3; and 14.11.2.7 Submitting Section 3 Annual Summary Reports (form HUD-60002) in accordance with 24 CFR Part 135.90. 14.11.3 Section 3 Reportinp,Requirements. In order to comply with the Section 3 requirements, Developer must submit the forms attached hereto as Exhibit "I" - Section 3 Reporting Forms. 14.11.3.1 Report to the City all applicants for employment by contractor and any subcontractor on a quarterly basis. This shall include name, address, zip code, date of application, and status (hired/not-hired) as of the date of the report. CDBG CONSTRUCTION CONTRACT Page 27 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 14.11.3.2 Advertise available positions to the public for open competition, and provide documentation to City with the quarterly report that demonstrates such open advertisement, in the form of printout of Texas Workforce Commission posting, copy of newspaper advertisement, copy of flyers and listing of locations where flyers were distributed, and the like. 14.1 1.3.3 Report to the City all contracts awarded by contractor and subcontractor on a quarterly basis. This shall include name of contractor and/or subcontractor, address, zip code, and amount of award as of the date of the report. 14.12 Prohibition Against Discrimination. 14.12.1 General Statement. Developer, in the execution, performance or attempted performance of this Contract, and in operation of services provided in the building, shall comply with all non- discrimination requirements of 24 CFR 570.607 and the ordinances codified at Chapter 17, Article III, Division 4 — Fair Housing of the City Code. Developer may not discriminate against any person because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will Developer permit its officers, members, agents, employees, vendors or project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code, and Developer hereby covenants and agrees that Developer, its officers, members, agents, employees, vendors and contractors, have fully complied with all provisions of same and that no employee, or applicant for employment has been discriminated against under the terms of such ordinances by either or its officers, members, agents, employees, vendors or contractors. 14.12.2 No Discri...ination in Employment during the Performance of this Contract. During the performance of this Contract Developer agrees to the following provision, and will require that its contractors, subcontractors and vendors also comply with such provision by including it in all contracts with its contractors, subcontractors or vendors: jContractoi 's. Subcontractor's or Vendor's Namel_ will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. [Contractor's. Subcontractor's or Vendor's Namc]_will take affirmative action to ensure that applicants are hired without regard to race, color, sex, gender, religion, national origin, CDBG CONSTRUCTION CONTRACT Page 28 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. [Contractor's, Subcontractor's or Vendor's Namel_ agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. [Contractor's, Subcontractor's or Vendor's Namel_will, in all solicitations or advertisements for employees placed by or on behalf of[Contractor's, Subcontractor's or Vendor's Name] , state that all qualified applicants will receive consideration for employment without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. [Contractor-'s, Subeontractoi-'s or Vendor-'s Nance covenants that neither it nor any of its officers, members, agents, employees, or contractors, while engaged in performing this Contract, shall, in connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age or because of any disability or perceived disability, except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement. [Contractor's, Subcontractor's or Vendor's Namel_further covenants that neither it nor its officers, members, agents, employees, contractors, or persons acting on their behalf, shall specify, in solicitations or advertisements for employees to work on this Contract, a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification, retirement plan or statutory requirement. 14.12.3 Developer's Contractors and the ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Developer warrants that it and any of its contractors will not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Developer or any of its contractors. DEVELOPER WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES OR CONTRACTORS AGAINST CITY ARISING OUT OF DEVELOPER'S AND/OR ITS CONTRACTORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE-REFERENCED LAWS CDBG CONSTRUCTION CONTRACT Page 29 United Community Centers, Inc. Wesley Community Center Rev. 04-16-15 CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13 Prohibition Against Interest/ Conflict of Interest. 14.13.1 Developer shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Developer shall disclose to City any conflict of interest or potential conflict of interest described above, immediately upon discovery of such. 14.13.2 No persons who are employees, agents, consultants, officers or elected officials or appointed officials of City or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with CDBG 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. 14.13.3 Developer affirms that it will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. 14.13.4 If applicable, the conflict of interest provisions of 24 CFR Part 85.36 and 24 CFR Part 84.42, respectively, shall apply in the procurement of property and services by Developer. In all cases not governed by those sections, the provisions of 24 CFR 570.611 of the CDBG Regulations shall apply. 14.14 Labor Standards. 14.14.1 As applicable, Developer agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, State and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract. Developer agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United .States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance with hour and wage requirements of this Contract and the CDBG Regulations. Such documentation shall be made available promptly to City for review upon request. 14.14.2 Developer agrees that, where required by the CDBG Regulations, all contractors engaged under contract for construction, renovation or repair work financed in whole or in part with CDBG Funds, shall comply with Federal requirements adopted CDBG CONSTRUCTION CONTRACT Page 30 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 by City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer shall cause or require to be inserted in full provisions meeting the requirements of this paragraph in all such contracts subject to such regulations. 14.14.3 If Davis-Bacon is applicable, Developer shall provide City access to employee payrolls, contractor and subcontractors payrolls and other wage information for persons performing construction of the Development. Payrolls must be submitted to the Neighborhood Services Department weekly, and must be available to Neighborhood Services Department staff upon request. In addition, Developer shall ensure that City will have access to employees, contractors and subcontractors and their employees in order to conduct onsite interviews with laborers and mechanics. Developer shall inform its contractors and subcontractors that City staff and/or Federal agencies may conduct periodic employee wage interview visits during the construction of the Required Improvements to ensure compliance. 14.15 Subcontracting with Small and Minority Firms, Women's Business Enterprises and Labor Surplus Areas. 14 15.1 F , ent t,., is $50 000.00 l D i r-i�r-�rvccrrcirrcrrr-coircmccsy�v, ''gcr�ac=v'cropci—crgfersm abide by City's pokey to involve Miner-ity Business Enterprises and Small Business Enterprisesandto pro Vice them equal oppoi4unity to eem ete for- contraEtseonstf+tetien > prevision ef professional sen4ces, pufAase of equipment and suppliesb fees to ineofperate the City's BDE > and all amendments thereto,es into7 000.00 or-lafger, and will fuAher-r-eq A per-sons or- entities �vith which it so contraets to comply with said or-difianee. 14.15.2 It is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of supplies, equipment, construction and services. 14.15.3 In order to comply with Federal reporting requirements, Developer must submit the form attached hereto as Exhibit "L" — MBE Reporting Form for each contract or subcontract with a value of 525,000.00 or more paid or to be paid with the CDBG Funds. Developer shall submit this form annually by the date specified in Exhibit"L"—MBE Reporting Form. 14.16 Other Laws. The failure to list any federal, state or City ordinance, law or regulation that is applicable to Developer does not excuse or relieve Developer from the requirements or CDBG CONSTRUCTION CONTRACT Page 31 United Community Centers, Inc. Wesley Community Center Rev. 04-16-15 responsibilities in regard to following the law, nor from the consequences or penalties for Developer's failure to follow the law, if applicable. 14.17 Assignment. Developer shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of City. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. 14.18 Rijjht to Inspect Developer Contracts. It is agreed that City has the right to inspect and approve in writing, prior to any charges being incurred, any proposed contracts between Developer and (i) its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as a part of the construction of the Required Improvements, (ii) vendor contracts arising out of the construction of the building, and (iii) any third party contracts to be paid with CDBG Funds. 14.19 Force Maieure If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, commission or Developer of the United States or of any States, civil disturbances, or explosions, or some other reason beyond such Developer's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. Developer will give City written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give notice will result in the continuance of the Developer's obligation regardless of the extent of any existing Force Majeure Event. Developer will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 14.20 Survival. Any provision of this Contract that pertains to the CDBG Requirements, auditing, monitoring, client income eligibility, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to the Federal System Award Management, or any other applicable CDBG Program requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the term or earlier tennination of this Contract for the longer of (i) 5 years after the termination of this Contract, or (ii) 5 years after the termination of the Performance Period, and shall be enforceable by City against Developer. 15. INDEMNIFICATION AND RELEASE. DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE CDBG CONSTRUCTION CONTRACT Page 32 United Community Centers, Inc. Wesley Community Center Rev. 04-16-15 AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE REQUIRED IMPROVEMENTS DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY; AND DEVELOPER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE REQUIRED IMPROVEMENTS DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH. DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS, CDBG CONSTRUCTION CONTRACT Page 33 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 SUBCONTRACTORS AND VENDORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 16. WAIVER OF IMMUNITY BY DEVELOPER. If Developer, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, Developer hereby expressly waives its rights to plead defensively such immunity or exemption as against City. This Section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. 17. INSURANCE AND BONDING. Developer will maintain blanket fidelity coverage in the form of insurance or bond in the minimum amount of$300,000.00 to insure against loss from the fraud, theft or dishonesty of any of Developer's officers, agents, trustees, directors or employees. The proceeds of such bond shall be used to reimburse City for any and all loss of CDBG Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses thereunder shall name the City as a Loss Payee. Developer shall furnish to City in a timely manner, but not later than the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. If City has not received such certificates by the Effective Date, Developer shall be in default of the Contract and City may, at its option, terminate the Contract. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted perfonnance or nonperformance of this Contract. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thereof. Commercial General Liability(CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit Non-Profit Organization Liability or Directors & Officers Liability(if applicable) $1,000,000 Each Occurrence $1,000,000 Annual Aggregate Limit Business Automobile Liability Insurance $1,000,000 each accident on a combined single-limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $2,000,000 Aggregate CDBG CONSTRUCTION CONTRACT Page 34 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 Insurance policy shall be endorsed to cover "Any Auto", defined as autos owned, hired and non-owned. Pending availability of the above coverage and at the discretion of City, the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Developer's business as contracted herein. Workers' Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease-each employee $500,000 disease-policy limit Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation. Developer or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Developer shall maintain the coverage on such contractor, if applicable, for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Developer shall revise such amounts within 30 days following notice to Developer of such requirements. Developer will submit to City documentation that it has obtained insurance coverage and has executed bonds as required in this Contract prior to payment of any monies provided hereunder. Where applicable, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating otherwise approved by City. CDBG CONSTRUCTION CONTRACT Page 35 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by City. In the event there are any local, Federal or other regulatory insurance or bonding requirements for the Project, and such requirements exceed those specified herein, the former shall prevail. Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Developer shall require its contractors to provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall require its contractors to have City and Developer endorsed as additional insurers (as their interest may appear) on their respective insurance policies. Developer shall require its general contractor to maintain builders risk insurance at the value of the construction. 18. Certification Regarding T obbyin2. The undersigned representative of Developer hereby certifies, to the best of his or her knowledge and belief, that: No Federal appropriated firnds have been paid or will be paid, by or on behalf of Developer, to anv person for influencing or attempting to influence an officer or employee of any Developer, a member of Congress, an of or employee of Congress in connection with the awarding of any Federal contract, the making of airy Federal grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renetiml, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. If any fiuzds other- than federally appropriated fiuzds have been paid or will be paid to any person.for influencing or attempting to influence an Officer or employee of anv Developer, member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, Developer shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbving, " in accordance with its instructions. This certification is a material representation of fact upon a,hich reliance was placed a'hen this Contract was made or entered into. Submission of this certificate is a prerequisite fog• making or entering into this Contract imposed by 31 U.S.C. Section 1352. An_v person who ,fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. CDBG CONSTRUCTION CONTRACT Page 36 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 Developer 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 Developer shall give City immediate notice in writing of any action, including any proceeding before an administrative Developer, filed against Developer in conjunction with this Contract, the Required Improvements or the project. Developer shall furnish immediately to City copies of all pertinent papers received by Developer with respect to such action or claim. Developer shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law. 20. Notice. All notices required or permitted by this Contract must be in writing and shall be effective upon receipt when (i) sent by United States mail with proper postage, certified mail return receipt requested or by a nationally recognized overnight delivery service; and (ii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City: City Attorney's Office Attention: Vicki S. Ganske 1000 Throckmorton Street Fort Worth, TX 76102 Telephone: 817-392-7600 Copy to: Neighborhood Services Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Assistant Director Telephone: 817-392-7540 Developer: United Community Centers, Inc. 1200 E. Maddox Fort Worth, Texas 76104 Attn: Celia Esparza, President and CEO Phone: 817-927-5556, ext. 111 Fax: 817-924-3992 21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT. Developer represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this CDBG CONSTRUCTION CONTRACT Page 37 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 Contract and to perform the responsibilities herein required. 22. COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. [SIGNATURES APPEAR ON NEXT PAGE] CDBG CONSTRUCTION CONTRACT Paae 38 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 EXECUTED to be effective as of the Effective Date. PZ IATTEST: °UUP.` :r' 0 OF FORT WORTH sin- li ASS} �p City Secretary 0% ,��r� o ando Costa, Assistant City Manager M&C: C-26182 Date: 0� 0 0000no®� APP OVE11 AS TO FQRAl A Y: Vicki Ganske, Senior Assistant City Attorney DEVELOPER: UNITED COMTNMUNITY CENTERS, INC. j By: elia Esparza, Presi e t and CW OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX CDBG CONSTRUCTION CONTRACT Page 39 United Community Centers,Inc. Wesley Community Center Rev. 04-16-15 EXHIBITS: Exhibit"A"—Project Summary and Scope of Work Exhibit"A-1"—2015 HUD Income Limits Exhibit"A-2"—Environmental Mitigation Action Exhibit"A-3"— Special Provisions Exhibit"B"—Budget Exhibit "C"— Construction and Reimbursement Schedule Exhibit "D"—Audit Requirements Exhibit"E"—Loan Documents Exhibit"F"—Reimbursement Forms Exhibit"G"—Documentation of CDBG Requirements Exhibit"H"— Federal Labor Standards Provisions - Davis-Bacon Requirements Exhibit"I"—Section 3 Reporting Forms Exhibit"J"—Standards for Complete Documentation Exhibit"K" - Services Performed Exhibit"L"—MBE Reporting Form (HUD2516) CDBG CONSTRUCTION CONTRACT Page 40 United Community Centers, Inc. Wesley Community Center Rev. 04-16-15 EXHIBIT "A" PROJECT SUMMARY- SCOPE OF WORK UNITED COMMUNITY CENTERS, INC. Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: Developer will use CDBG funds for a portion of the costs to construct an approximately 15,000 sq. ft. building located at 3600 N Crump Street, Fort Worth, Texas 76106 to be used as a community center. The community center will include four classrooms, a computer lab, employee offices, a client intervention room, food and clothing storage rooms, a speaker room, a commercial kitchen, and a multi-purpose room to be used for child care programs and community needs. The multi-purpose room provides access to a courtyard which will serve as an outdoor gathering area for events and a space for children to play. It will also have a conference room, a staff break room and private staff bathrooms. Developer will be entitled to make Reimbursement Requests as defined in the Contract until 30 days after the Completion Deadline. In consideration for CDBG funds provided through this Contract, Developer agrees to provide the following information and meet the following requirements: • Once every quarter throughout the Performance Period submit Attachment III - Client Demographic Data Report regarding the household income, size, race, ethnicity, gender of head of household, disability status, and income for all clients served by Developer in the building in such a fashion to enable City to verify that at least 51% of the total clients served by Developer are Income Eligible Clients. • Meet the CDBG Requirements and the National Objective. • Submit to City a copy of its annual audit during the Performance Period. SPECIFIC PURPOSE: The purpose of the project is the demolition of an existing community center building and the construction of a new building to be used as a community center that will serve low and moderate income residents who reside in the Diamond Hill-Jarvis neighborhood and the immediate surrounding area. PROJECT OBJECTIVES: Developer will provide a new public facility in the Diamond Hill-Jarvis Neighborhood that will offer community-based events and services to low and moderate income residents of a predominantly low and moderate income City neighborhood. CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 1 United Community Centers,Inc. Rev.04-16-15 EXHIBIT "A-1" 2015 HUD INCOME LIMITS UNITED COMMUNITY CENTERS, INC. 2015 Median Family Income— Fort Worth/Arlington, TX* 1 Person 2 Persons 3 Persons 4 Persons 5 Persons 6 Persons 7 Persons 8 Persons 30% AMI $13,850 $15,800 $17,800 $19,750 $21,350 $22,950 $24,500 $26,100 50% AMI $23,050 $26,350 $29,650 $32,900 $35,550 $38,200 $40,800 $43,450 80% AMI $36,900 $42,150 $47,400 $52,650 $56,900 $61,100 $65,300 $69,500 *Income limits are published at least annually by HUD. Developer shall use the latest HUD income limits as published on the following websites: Updated limits must be obtained annually from the HUD website: https://www.hudexchange.info/manage-a-pro-am/home-income-limits/ Current limits are found on the HUD website: https://www.hudexchange.info/reports/HOME IncomeLmts State TX 2014.pdf CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 2 United Community Centers,Inc. Rev. 04-16-15 EXHIBIT 66A-2" ENVIRONMENTAL MITIGATION ACTION UNITED COMMUNITY CENTERS, INC. NONE REQUIRED CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 3 United Community Centers,Inc. Rev.04-16-15 EXHIBIT 44A-3" SPECIAL PROVISIONS UNITED COMMUNITY CENTERS, INC. Capitalized terms not defined herein shall have meanings assigned to them in the Contract. 6.1 Construction Schedule. It is the City's practice to provide developers a Notice to Proceed prior to commencing construction on the Required Improvements. City agrees to waive this requirement and acknowledges that construction on the Required Improvements began on October 1, 2014. City further acknowledges that all HUD regulations that apply before commencement of construction were met prior to the Effective Date of the Contract. 6.6. Contractor, Vendor and Subcontractor Requirements. While failure to submit proofs of search of SAM prior to Developer hiring a contractor or vendor or subcontractor utilized by Developer's general contractor in the construction of the Required Improvements is an event of default under the Contract, Developer has furnished City with a certification from its general contractor that it and its subcontractors were not debarred during the construction of the Required Improvements beginning with the Effective Date. In addition, Developer has furnished City with a SAM report that verifies that Developer's general contractor, or its vendors or subcontractors utilized in the construction of the Required Improvements therefor City waives the failure to submit such proof to City prior to hiring the general contractor, or any vendor or subcontractor utilized in the construction of the Required Improvements. CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 4 United Community Centers,Inc. Rev.04-16-15 EXHIBIT "B" BUDGET UNITED COMMUNITY CENTERS, INC. SOURCES AND USES Development Name: UCC WESLEY COMMUNITY CENTER Priority of Construction or Rehab.Loan Permanent Loan Source# Funding Description Lien Stage Amt. Stage Amount Financinq Participants 1 Conventional Loan 2 Conventional Loan/FHA Conventional Loan/Letter of 3 Credit 4 HOME 5 Housing Trust Fund 6 CDBG 7 Mortgage Revenue Bonds Historic Tax Credit Syndication 8 Proceeds 9 USDA/TXRD Loan(s) 10 Other Federal Loan or Grant 11 Other State Loan or Grant 12 Local Government Loan or Grant 1 $766,500.00 City of Fort Worth 13 Private Loan or Grant 14 Cash Equity In-Kind Equity/Deferred 15 Developer Fee TOTAL SOURCES OF FUNDS TOTAL USES OF FUNDS $766,500.00 CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 5 United Community Centers,Inc. Rev.04-16-15 :F 'h 'k r o SW o ' o o Eoq sr3 u W W A W o v, x U'o cc 0-4 Ld us y. cu n W Z ,..E"w .:, ►. � ci 0.0 6 0.0IV lu wz 0 4W � 40 Zto 4isUIm '" > v, F„ y . ED O s- 9, �, y Q v Fb W vs aU W A ■ a ■ ■ ■ ■ - d ■ ■ ■ ■ ■ ■ ■ C i. F cl L a kn, W ' A "� W a �.'p' U s• C40 E lay � a b � � 3 u � an o eC+, b � O C �o Cd u c 0 o � � U 0 b ee c � u u � o � A u y o � 0 v L c U � ° r CO Q Q � O � � E EXHIBIT "D" AUDIT REQUIREMENTS UNITED COMMUNITY CENTERS, INC. CITY OF FORT WORTH NEIGHBORHOOD SERVICES 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 Housing 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. 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 Internal Audit Department within the required timeframe: CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 8 United Community Centers,Inc. Rev.04-16-2015 Due 60 days after organization's fiscal year end in the year that the project was completed: (required for all subrecipients) Completed Audit Certification Form Due within the earlier of 30 days after receipt 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 staff(OMB A-133 Subpart B Sec 200(d). If additional information is needed concerning the audit requirements, please call (8 17) 392-6141. CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 9 United Community Centers, Inc. Rev.04-16-2015 CITY OF FORT WORTH NEIGHBORHOOD SERVICES 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 Government Auditing 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 Performed 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. CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 10 United Community Centers,Inc. Rev. 04-16-2015 CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT Audit 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 belotit) Must be filled out if Single Audit or Program Audit is not required.- Federal equired:Federal Expenditure Disclosure Federal Funds Pass Through Program Name& Contract Federal Grantor Grantor CFDA Number Number Expenditures Total Federal Expenditures for this Fiscal Year $ 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 YVorth Neighborhood Services Department irithin 60 days after the end of vour Fiscal year CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 11 United Community Centers, Inc. Rev.04-16-2015 EXHIBIT "E" LOAN DOCUMENTS UNITED COMMUNITY CENTERS, INC. CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 12 United Community Centers,Inc. Rev. 04-16-2015 PROMISSORY NOTE Date: , 2015 Borrower: United Community Centers, Inc., a Texas non-profit corporation Borrower's Mailing Address: 1200 E. Maddox, Fort Worth, Tarrant County, TX 76104 Lender: City of Fort Worth, Texas, a Texas municipal ct1rporaI IOTI Place for Payment: C/O Assistant Director of Neighborhood Services Department 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: $766,500.00 Loan Authority: The loan evidenced by this Note (ft-"Loan") is being made pursuant to grant monies from the United States Department of Housing and Urban"Development ("HUD") under Title I of the Housing and Community Development Act o1974, as amended, 42 USC 5301 et seq. for utilization in connection with its Community Development Block Grant ("CDBG Program") and the Community Development Block Grant Entitlement Program Regulations, as amended, 24 CFR Part 570 et seq. (the "CDBG Regulations") with CDBG fimds- Annual Interest Rate: _0% Maturity.— e. _ as described in City Secretary Contract No. between Borrower and Lender for the CDBG funds (the"Contract") Annual Interest Rate on Matured, Unpaid Amounts: 6% Terms of PayiEnet(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 Contract, the requirements of the CDBG Program and the CDBG Regulations, or the terms of this Note and any instrument evidencing or securing the Loan (collectively, the "Loan Documents"). This Note is the Note required in the Contract and has been executed and delivered in accordance with its terms. The funds advanced by Lender are CDBG funds and the Contract requires that the public facility located on the Property constructed in part with the CDBG funds must benefit Income Eligible Clients for the 20 year Performance Period as more particularly defined in the Contract, as follows (the "CDBG Requirements"): PROMISSORY NOTE—CDBG FUNDS Page 1 United Community Centers,Inc.—Wesley Community Center Rev.05-25 -15 Borrower shall: 1. Demolish the old community center building and construct a new community center on the Property. 2. Operate a community center in the building which provides community-based neighborhood social and educational services to a population at least 51% of whom are Income Eligible Clients. 3. Use a minimum of 51% of the building for direct services to a population at least 51% of whom are Income Eligible Clients. 4. Comply with all applicable provisions of the CDBG Regulations. The Loan evidenced by this Note and the obligations described in the Contract pertaining to the CDBG Program and the CDBG Regulations will be in default and the Principal Amount and any other sums due hereunder may be declared immediately payable if the public facility located on the Property does Prot serve Income Eligible Clients and meet the CDBG Requirements for the 20 year Performance Period. In the event of such default, Lender may invoke any remedies provided in the Contract or the Deed of Trust for default. If repayment of the Loan is required,(i) in years 1 through 10 of the Performance Period, the total Principal Amount must be repaid;(ii) in years 11 "through 20 of the Performance Period,the Loan Amount will be forgiven at a=rate of 10% per year. On performance of the obligations described in the Contract 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, Trust or -pann D. Guzman, Trustee,which covers the following real property: Lots7,8,9,10, 11, and 12, Block 26, FOSTEPCO HEIGHTS ADDITION, an Addition to tho City of Fort Worth, Tarrant County, Texas, according to the Plat Recorded in Volume 204o--,A-,,Page 126, Plat Records, Tarrant County, Texas, commohl known as 3600 North Crump Street, Fort Worth TX 76106 (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 Contract or the CDBG Program or the CDBG Regulations or any other obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid principal PROMISSORY NOTE—CDBG FUNDS Page 2 United Community Centers,Inc.—Wesley Community Center Rev.05-25 -15 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 ender under the Loan Documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower(i) initiates corrective action within said period, and(ii) 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. 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 non-usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that_maximum amount will be credited on the Principal Amount or, if the-principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment; any excess interest will be canceled automatically as of the acceleration or prepayment or,if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. The execution and delivery of this Note are required under the Contract. If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust or any other document evidencing the same transaction between Lender and Borrower, the provisions of the Contract will govern to the extent of the conflict. PROMISSORY NOTE—CDBG FUNDS Page 3 United Community Centers,Inc.—Wesley Community Center Rev. 05-25 -15 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 the Contract. The sole recourse of Lender under the Loan Documents for repayment of the Loan shall be the exercise of its rights against the Security for Payment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] PROMISSORY NOTE—CDBG FUNDS Page 4 United Community Centers, Inc.—Wesley Community Center Rev.05-25 -15 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. UNITED COMMMUNITY CENTERS, INC. Celia Esparza,President and C-EO PROMISSORY NOTE—CDBG FUNDS Page 5 United Community Centers,Inc.—Wesley Community Center Rev.05-25 -15 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 CDBG Funds -- ("HUD") under Title I of the Housing and Community Development Act of 1974, as amended, 42 USC 5301 et seq. for utilization in connection with its Community Development Block Grant ("CDBG Program") and the Community Development Block Grant Entitlement Program Regulations, as amended, 24 CFR Part 570 et seq. (the "CDBG Regulations") with CDBG funds. Obligations Note Date: , 2015 Original Principal Amount: $766,500.00 Borrower: United Community Centers, lnc:_. Lender: City of Fort Worth Terms of Payment: As provided in the Mote Maturity Date: As described therein-and in thd-Contract (as defined below) - In addition, Obligations shall inclu = compliance by Gram with the requirements of the CDBG Program more described -in Section F. below. Property (including any im rovemed-t ,- Lots 7, 8, 9, 10, 11, and 12, Block 26 FO-STEPCO HEIGHTS, an Addition to the City of Fort Worth, Tarrant County,Texas; A&ording-to the Plat Recorded in Volume 204-A, Page 126, Plat Records;TarranfG6unty, Texas, commonly known as36601.North Crump Street, Fort Worth TX 76106 Together with the f llowing-personal property: _ - l-fixtures, supplies, building materials, and other goods of every nature novo =hereaftet=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 inpTovements 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. DEED OF TRUST—CDBG FUNDS Page 2 United Community Centers,Inc.—Wesley Community Center Rev.05-25-15 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: 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 J m- truments other than conveyances of the surface fee estate that affect the Propertn liens described in this Deed of Trust; and taxes for the current year. - For value received and to secure performance of the Obligations, G 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 if required and perfornef the requirements of the CDBG Program, this Deed of Trust will have no further ed Lender will release it at Grantor's expense. -- - -.._,Clauses and--Covenants A. Grantor's Ob ns Grad to- keep the-'rerty iTV90od condition and repair; 2. =may all taxesMbnd assessments on the Property before delinquency, and not authorize a tang entity to transfer its tax lien on the Property to anyone other than 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; 34 obey all laws, ordinances, and restrictive covenants applicable to the Property; 5. 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 DEED OF TRUST—CDBG FUNDS Page 3 United Community Centers,Inc.—Wesley Community Center Rev. 05-25-15 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. 6. keep any buildings occupied as required by the Required Insurance Coverages; 7. obey all laws, ordinances, and restrictive covenants applicable to the Property; 8. if the lien of this Deed of Trust is not a first liem. 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 9. notify Lender in writing of any efiaFYgc of adds �,,�_ Grantor agrees not to- 1. do or permit anything to be done that will impair the security of this Deed of Trust. B. Lender's Rights 1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of-the Loan are used to pay any debt secured by prior liens, Lender is subrogated to all the fights Andliens of the holders of any debt so paid. 3 1" Notwithstanding_-the terms of the Note to the contrary, and unless applieatle 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 td-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. DEED OF TRUST—CDBG FUNDS Page 4 United Community Centers,Inc.—Wesley Community Center Rev. 05-25-15 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 any earned interest on the Obligations immediately due; b. exercise Lender's rights with respect to rent under the Texas Property Code as then in effect; c. direct Trustee to foreclose this lien, in which-case Lender or Lender's agent will cause notice of the foreclosure sale-4d:-be given as provided by the Texas Property Code as then in effect.- and d. purchase the Property at any foreclosure sale by offer -the highest bid and then have the bid credited onthe Obligations. -=_ 6. Lender may remedy any default without=waiving it and may waive any default without waiving any prior or subsequent default----- C. efaultsC. Trustee's Rights and 136[ --- If directed by Lender to foreclose this lien-Ttee will- 1. ill-1. either pe`s-oria Qr by agent give notice of the foreclosure sale as required by the Texas Propezt ode as then in effect; 2. sell and convey alI-or part-of the Property "AS IS" to the highest bidder for cash with_a= i warranty-binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or imp si, 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, reasonable attorney's fees, and other charges due and unpaid; C. any amounts required by law to be paid before payment to Grantor; d. to Grantor, any balance; and DEED OF TRUST—CDBG FUNDS Page 5 United Community Centers,Inc.—Wesley Community Center Rev.05-25-15 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=-Boreclpsure, or pursuing any other remedy will not constitute an election o€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. 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. Afkerdeducting any expenses incurred, including reasonable attorney's fees and court ani other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not be liable for failure to collect or to exercise diligence in collecting any-such amounts. Grantor will immediately give Lender notice of any actual or known threatened proceedings for condemnation of all or part of the Property. Notwithstanding the above, in the event of any fire or other casualty to the Property or eminent domain proceedings resulting in condemnation of the Property or any part thereof, Grantor shall have the right to rebuild the Property, and to use all available insurance or condemnation proceeds 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) 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 DEED OF TRUST—CDBG FUNDS Page 6 United Community Centers,Inc.—Wesley Community Center Rev. 05-25-15 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. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other income and receipts to payment of the Obligations and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in payment or performance of the Obligations or performance of this Deed of Trust, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph as required by the Texas Property Code as then in effect. 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 ofnon-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:ar requiwd or permitted prepayment, any excess interest will be canceled automatically as of the`acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision .overrides any conflicting provisions in this and all other instruments concerning the_debt. 9. In no event may this Deed of Trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural. 11. The term Note includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. DEED OF TRUST—CDBG FUNDS Page 7 United Community Centers,Inc.—Wesley Community Center Rev.05-25-15 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. Granto% may not sell, transfer, or otherwise dispose of any Property, whether voluntarily oriy operation of law, except for condemnation or to obtain utility easements, without the prior written consent of Lender. If granted, consent may be conditioned up©n (a) the grantee's integrity, reputation, character, creditworthiness, and management ability being satisfactory to Lender; and (b) the grantee's executing, before such sale, transfer, or other disposition, a written assumption agreement containing any terms Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of.-the Note, this Deed of Trust , or any other instruments evidencing or securing the Obligations. Grantor may not cause or 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. DEED OF TRUST—CDBG FUNDS Page 8 United Community Centers,Inc.—Wesley Community Center Rev. 05-25-15 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 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 arid 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 =- reset to the Obligations and this Deed of Trust will be payable in full before--any payments 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 catsent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any of its membership interests; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, or (3) except for a limited partnership interest in a low income housing project, the withdrawal from or admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon (a) DEED OF TRUST—CDBG FUNDS Page 9 United Community Centers,Inc.—Wesley Community Center Rev. 05-25-15 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. 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 agatt 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. 20. Except as may be specifically "stated iii this Deed of Trust or the Note, Grantor and each sure;endorser, and guarantor of the-Obligations waive all demand for payment, presentatiori.for payment, notice of intention to accelerate maturity, notice of acceleration of maturity,protests and notice of protest, to the extent permitted by law. 21.;_:= -an r agrees-to pay reasonable attorney's fees, trustee's fees, and court and other-costs of enfor ing Leider's rights under this Deed of Trust if this Deed of Trust is plat,t_n the hands of- attorney for enforcement. 22. If any provision of this Deed of Trust is determined to be invalid or unenforceable;ate Validity or enforceability of any other provision will notFbe 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 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. DEED OF TRUST—CDBG FUNDS Page 10 United Community Centers,Inc.—Wesley Community Center Rev. 05-25-15 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. 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. 4. From time to time as Lender deems reasonably necessary to protect Lender's interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form as Lender directs but subject to the rights of any senior lien holders, assignments of any and all rights or claims that relate to the construction of improvements on the Property. 5. In case of breach-by Grantor of the terms, covenants and conditions of the Contract, Lender,-at its option,subject to applicable notice, grace and cure periods, with or without entry on the Property,may (a) invoke any of the rights or remedies provided in the 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 between Grantor and Lender and has been executed and delivered in accordance with its terms. The funds advanced by Lender are CDBG funds and the Contract requires that the public facility located on the Property constructed in part with CDBG funds must benefit Income Eligible Clients for the 20 year Performance Period all as more particularly defined in the Contract in accordance with the CDBG Program and the CDBG Regulations, as follows (the "CDBG Requirements"): DEED OF TRUST—CDBG FUNDS Page 11 United Community Centers,Inc.—Wesley Community Center Rev. 05-25-15 Borrower shall: 1. Demolish the old community center building and construct a new community center on the Property. 2. Operate a community center in the building which provides community-based neighborhood social and educational services to a population at least 51% of whom are Income Eligible Clients. 3. Use a minimum of 51% of the building for direct services to a population at least 51% of whom are Income Eligible Clients. 4. Comply with all applicable provisions of the CDBG Regulations. The Loan and any sums due under the Note or this Deed of Trust will be in default and may be declared immediately payable if the public facility located on the Property does not serve Income Eligible Clients and meet the CDBG Requirements for the 20 year Performance Period. In the event of such default, Lender may invoke any remedies provided herein or in the Contract. 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 in the Contract 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 CDBG Program or CDBG Regulations shall be deemed a default in the terms of the Note and Lender may invoke any remedies provided herein. If repayment of the Loan is required (i) in years 1 through 10 of the Performance Period, the Original Principal Amount must be repaid in full; (ii) in years 11 through 20 of the Performance Period, the Original Principal Amount will be forgiven at a rate of 10% per year. Jt E M A!N I)F.R OF PAGE INTENTIONALLY LEFT BLANK] DEED OF TRUST—CDBG FUNDS Page 12 United Community Centers,Inc.—Wesley Community Center Rev.05-25-15