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Contract 47902
Developer and Project Information Cover Sheet: Developer Company Name: LDG Stallion Pointe, LP Address, State, Zip Code: 1201 East 13`h Street, Fort Worth, TX 76102 Phone & Email: 817-333-2106 Authorized Signatory, Title: Naomi W. Byrne, Secretary/Treasurer Project Name and Brief Stallion Pointe Description: Project Location: 9075 S. Race St Plat Case Number: FP-15-120 Plat Name: Crimson Ridge - Lot 1, Block 16R Mapsco: 106N Council District: 8 City Project Number: 100120 CFA Number: 2016-039 To be comp ted y staff Receive by: [e. RECEIVED City of Fort Worth,Texas OFFICIAL RECORD Standard Community Facilities Agreement CITY SECRETARY JUN 21 2016 CFA Official Release Date: 10.07.2015 CITY OFFORTWORE Page I of 11 FT. WORTH, TX CITYSECRETARY STANDARD COMMUNITY FACILITIES AGREEMENT THE STATE OF TEXAS § City Secretary COUNTY OF TARRANT § Contract No. 4-q l G WHEREAS, LDG Stallion Pointe, LP, ("Developer"), desires to make certain specific improvements as described below and on the exhibits attached hereto ("Improvements") related to a project generally described as Stallion Pointe ("Project") within the City or the extraterritorial jurisdiction of Fort Worth, Texas ("City"); and WHEREAS, the City has no obligation to participate in the cost of the Improvements or Project; and WHEREAS, any future City participation in this CFA is subject to the availability of City funds and approval by the Fort Worth City Council and shall be memorialized as an amendment to this Agreement; and WHEREAS, the Developer and the City desire to enter into this Community Facilities Agreement ("CFA" or "Agreement") in connection with the collective Improvements for the Project. NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: General Requirements A. The Policy for the Installation of Community Facilities ("Policy") dated March 2001, approved by the City Council of the City of Fort Worth, as amended, is hereby incorporated into this Agreement as if copied herein verbatim. Developer agrees to comply with all provisions of said Policy in the performance of its duties and obligations hereunder and to cause all contractors hired by Developer to comply with the Policy in connection with the work performed by said contractors. B. Developer shall provide financial security in conformance with paragraph 6, Section II, of the Policy and recognizes that there shall be no reduction in the collateral until the Project has been completed and the City has officially accepted the Improvements. Developer further acknowledges that said acceptance process requires the Developer's contractor(s) City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 OFFICIAL RECORD Page 2 of 11 CITY SECRETARY FT.WORTH,TX to submit a signed affidavit of bills paid and consent of Surety signed by its surety to ensure the contractor has paid any sub-contractor(s) and suppliers in full. Additionally, the contractor will provide in writing that the contractor has been paid in full by Developer for all the services provided under this contract. C. Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and the City-approved construction plans, specifications and cost estimates provided for the Project and the exhibits attached hereto. D. The following checked exhibits describe the Improvements and are incorporated herein: Water (A) ®, Sewer (A-1) ®, Paving (B) ®, Storm Drain (B-1) ®, Street Lights & Signs (C) M. E. The Developer shall award all contracts for the construction of the Improvements in accordance with Section II, paragraph 7 of the Policy and the contracts shall be administered in conformance with paragraph 8, Section II, of the Policy. Developer shall ensure its contractor(s) pays the then-current City-established wage rates. F. For all Improvements included in this Agreement for which the Developer awards construction contract(s), Developer agrees to the following: i. To employ a construction contractor who is approved by the director of the department having jurisdiction over the infrastructure to be constructed, said contractor to meet City's requirements for being prequalified, insured, licensed and bonded to do work in public ways and/or prequalified to perform water/wastewater construction as the case may be. ii. To require its contractor to furnish to the City a payment and performance bond in the names of the City and the Developer for one hundred percent (100%) of the contract price of the infrastructure, and a maintenance bond in the name of the City for one hundred percent (100%) of the contract price of the infrastructure for a period of two (2) years from the date of final acceptance insuring the maintenance and repair of the constructed infrastructure during the term of the City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 3 of 11 maintenance bond. All bonds to be furnished before work is commenced and to meet the requirements of Chapter 2253, Texas Government Code. iii. To require the contractor(s) it hires to perform the construction work contemplated herein to provide insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer-awarded infrastructure construction contracts. The City shall be named as additional insured on all insurance required by said documents and same will be evidenced on the Certificate of Insurance (ACORD or other state- approved form) supplied by the contractor's insurance provider and bound in the construction contract book. iv. To require its contractor to give 48 hours advance notice of intent to commence construction to the City's Construction Services Division so that City inspection personnel will be available; to require the contractor to allow the construction to be subject to inspection at any and all times by City inspection forces, to not install or relocate any sanitary sewer, storm drain, or water pipe unless a responsible City inspector is present and gives his consent to proceed, and to make such laboratory tests of materials being used as may be required by the City. V. To require its contractor to have fully executed contract documents submitted to the City in order to schedule a Pre-Construction Meeting. The submittal should occur no less than 10 working days prior to the desired date of the meeting. No construction will commence without a City-issued Notice to Proceed to the Developer's contractor. vi. To delay connections of buildings to service lines of sewer and water mains constructed under this Agreement, if any, until said sewer and water mains and service lines have been completed to the satisfaction of the Water Department. G. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the improvements under this Agreement. H. Developer shall cause the installation or adjustment of the required utilities to serve the development or to construct the Improvements required herein. City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 4 of 11 I. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the community facilities to be installed hereunder. J. Developer hereby releases and agrees to indemnify, defend and hold the City harmless for any inadequacies in the preliminary plans, specifications and cost estimates supplied by the Developer for this Agreement. K. Developer agrees to provide, at its expense, all necessary rights of way and easements across property owned by Developer and required for the construction of the current and future improvements provided for by this Agreement. L. The Developer further covenants and agrees to, and by these presents does hereby, fully indemnify, hold harmless and defend the City, its officers, agents and employees from all suits, actions or claims of any character, whether real or asserted, brought for or on account of any injuries or damages sustained by any persons (including death) or to any property, resulting from or in connection with the construction, design, performance or completion of any work to be performed by said Developer, its contractors, subcontractors, officers, agents or employees, or in consequence of any failure to properly safeguard the work, or on account of any act, intentional or otherwise, neglect or misconduct of said Developer, its contractors, sub-contractors, officers, agents or employees, whether or not such injuries, death or damages are caused, in whole or in part, by the alleged neglizence of the City of Fort Worth, its officers, servants, or employees. M. Developer will further require its contractors to indemnify, defend and hold harmless the City, its officers, agents and employees from and against any and all claims, suits or causes of action of any nature whatsoever, whether real or asserted, brought for or on account of any injuries or damages to persons or property, including death, resulting from, or in any way connected with, the construction of the infrastructure contemplated herein, whether or not such injuries, death or damages are caused, in whole or in part, by the alleged ne-lizence of the City of Fort Worth, its officers, servants, or employees. Further, Developer will require its contractors to indemnify, and hold harmless the City for any losses, damages, costs or expenses suffered by the City or caused as a result of said contractor's failure to complete the work and City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 5 of 11 construct the improvements in a good and workmanlike manner, free from defects, in conformance with the Policy, and in accordance with all plans and specifications. N. Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by the Developer with its contractor along with an assignment of all warranties given by the contractor, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. O. Inspection and material testing fees are required as follows: i. Developer shall pay in cash water and wastewater inspection fees and material testing fees equal to two percent (2%) for a total of 4% of the developer's share of the total construction cost as stated in the construction contract. Ii. Developer shall pay in cash paving and storm drain inspection fees equal to four percent (4%) and material testing fees equal to two percent (2%) for a total of 6% of the developer's share of the total construction cost as stated in the construction contract. iii. Developer shall pay in cash the total cost of streetlights or if the city is not installing the streetlights, inspection fees equal to four percent (4%) of the developer's share of the streetlight construction cost as stated in the construction contract. iv. Developer shall pay in cash the total cost of street signs. P. COMPLETION WITHIN 2 YEARS i. Developer shall complete the Improvements within two (2) years, provided, however, if construction of the Improvements has started within the two year period, the developer may request that the CFA be extended for one additional year. ii. Nothing contained herein is intended to limit the Developer's obligations under the Policy, this Agreement, its financial guarantee, its agreement with its contractor or other related agreements. iii. The City may utilize the Developer's financial guarantee submitted for this Agreement to cause the completion of the construction of the Improvements if at City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 6 of 11 the end of two (2) years from the date of this Agreement (and any extension period) the Improvements have not been completed and accepted. iv. The City may utilize the Developer's financial guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for construction of same before the expiration of two (2) years if the Developer breaches this Agreement, becomes insolvent or fails to pay costs of construction and the financial guarantee is not a Completion Agreement. If the financial guarantee is a Completion Agreement and the Developer's contractors and/or suppliers are not paid for the costs of supplies and/or construction, the contractors and/or suppliers may put a lien upon the property which is the subject of the Completion Agreement. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 7of11 Cost Summary Sheet Project Name: Stallion Pointe CFA No.: 2016-039 CP No.: 100120 An Engineer's Estimate of Probable Cost is acceptable. However, the construction contract price will ultimately determine the amount of CFA fees and financial guarantee. The bid price and any additional CFA payments will be required prior to scheduling a pre-construction meeting. An itemized estimate corresponding to each project-specific exhibit is required to support the following information. Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 175,000.00 2.Sewer Construction $ 116,581.39 Water and Sewer Construction Total $ 291,581.39 B. TPW Construction 1,Street $ 127,996.43 2.Storm Drain $ 85,541.24 3.Street Lights Installed by Developer $ 12,670.63 4. Signals $ TPW Construction Cost Total $ 226,208.30 Total Construction Cost(excluding the fees): $ 517,789.69 Construction Fees: C. Water/Sewer Inspection Fee(2%) $ 5,831.63 D. Water/Sewer Material Testing Fee(2%) $ 5,831.63 Sub-Total for Water Construction Fees $ 11,663.26 E. TPW Inspection Fee(4%) $ 8,541.51 F. TPW Material Testing(2%) $ 4,270.75 G. Street Light Inspsection Cost $ 506.83 H. Signals Inspection Cost $ - H. Street Signs Installation Cost $ - Sub-Total for TPW Construction Fees $ 13,319.09 Total Construction Fees: $ 24.982.34 Choic Financial Guarantee Options,choose one Amount Mar one Bond=100% $ 517,789.69 Completion Agreement=100%/Holds Plat $ 517,789.69 Cash Escrow Water/Sanitary Sewer=125% $ 364,476.74 Cash Escrow Paving/Storm Drain=125% $ 282,760.38 Letter of Credit=125%w/2yr expiration period $ 647,237.11 City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 8 of 11 ACCORDINGLY, the City of Fort Worth and Developer have each caused this instrument to be executed in quadruplicate in each entity's respective name by its duly authorized signatories effective as of the date executed by the City's City Manager or his/her designee. CITY OF FORT WORTH DEVELOPER LDG Stallion Pointe, LP ;esus J. Chapa Assistant City Manager Name: Naomi W. Byrne Title: Secretary/Treasurer Date: �2 Q ,� Datc: Recommended b_v: ATTEST: (Only if required by Developer) !A)J—, Wendy Ch'-Babulal, EMBA, P.E. Development Engineering Manager Signature Water Department Name: Douglas . Wiersig, P.E. Director Transportation & Public Works Department Approved as to Form & Legality: ATTEST: Richard A. McCracken Mary J. y e Assistant City Attorney City Secr M&C No. Nle Date: ©�uearouNi p City of Fort Worth,Texas Standard Community Facilities Agreement OFFICIAL RECORD CFA Official Release Date: 10.07.2015 Page 9 of 11 CITY SECRETARY FT. WORTH,TX Check items associated with the project being undertaken; checked items must be included as Attachments to this Agreement Included Attachment ®, Attachment 1 -Changes to Standard Community Facilities Agreement ® Location Map ® Exhibit A: Water Improvments 1FSI Water Cost Estimate ® Exhibit A-1: Sewer Improvements ® Sewer Cost Estimate Exhibit B: Paving Improvements ® Paving Cost Estimate Exhibit 13-1: Storm Drain Improvements Storm Drain Cost Estimate ®. Exhibit C: Street Lights and Signs Improvements ® Street Lights and Signs Cost Estimate (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 10 of 11 ATTACHMENT"I" Changes to Standard Agreement Community Facilities Agreement City Project No. 100120 None City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 11 of 11 LEE v a o cr. o Y ENON N LA ARR N a BARRON E MARL E VAU HN ON CE EDN NEI O EDNA ADE a Z_ KELLE o CHI t U V v IST IL a SHELBY VER QTY UMITS ERMAN N FORT WORTH CITY LIMITS 01' J ~ J Q V _J U Z U uj 2 STALLION POINTE OAKGROVE-SHELBY w =o FORT WORTH CITY LIMITS FORT WORTH CITY LIMITS OAK GROVE_-SHELBY FORT WORTH ETJ CREEK ABBOT VICINITY MAP STALLION POINTE N.T.S. PRINTED i 5/19/2016 STB FlLE i WIER-PAVING.STB FLET CFA VICINITY MAP.DWG LAST SAVED 1 2/19/2016 4 1 13 PM SAVED BY i MARKT W.A. NO. 15003.01 V", INA WIEA & ASSOCIATES, INC. ' -- W ,pQ Idl11g _W 4 w , EMSTNG 16' W.L. DOSTNG I2' W.L. APOLLO WAY l PROPOSED 12' WATER WAY A1�1� DR117B Pg.' EX. 12' WATER ¢z LINE TO BE REMOVED / /ABANDONED / EX. 6' WATER LINE TO BE REMOVED /ABANDONED / " 10' WATER / EX. 10' WATER INE TO BE REMOVED /ABANDONED W EXISTNG 10' W.L. / LOT 1, BLOCK 16R CFA WATER MAP LEGEND EXISTING PUBLIC WATER LINE TO BE REMOVED / ABANDONED w EXISTING PUBLIC WATER LINE w PROP. PUBLIC WATER LINE ►� VALVE + FIRE HYDRANT PRINTED 5/19/2016 STB FILE i WIER-PAVING.STB FILES CFA WATER MAP.DWG LAST SAVED 1 5/13/2016 2 1 13 PM SAVED BY i JACOBR 0 200 400 W.A. NO. -.,VA/A,i WIER 9 ASSOCIATES, INC. 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P ry s O 9 ASk ..L DEVELOPMENT BOND GUARANTEEING PERFORMANCE CILE COPY AND PAYMENT OF IMPROVEMENTS Bond No. 3380524 KNOW ALL MEN BY THESE PRESENTS,that we,LDG Stallion Pointe,LP , as Principal,and SureTec Insurance Company, a corporation organized and existing under the laws of the State of TX , and fully authorized to transact business in the State of Texas, as surety,are held and firmly bound unto CITY OF FORT WORTH,TEXAS, 1000 Throckmorton Street,Fort Worth,Texas,76102,as Obligee,in the penal sum of $517,789.69 lawful money of the United States of America,for the payment of which well and truly to be made,we bind ourselves,our heirs,executors, administrators,successors and assigns,jointly and severally,firmly by these presents. WHEAREAS, LDG Stallion Pointe,LP has agreed to construct in Stallion Pointe, in the CITY OF FORT WORTH,TEXAS the following improvements: Development Improvements-Water, Sewer,Paving, Storm Drain,Street Lights & Signs WHEREAS, in the event of bankruptcy, default or other nonperformance by Principal,claims against Principal or the development,Obligee may be left without adequate satisfaction. NOW,THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH,that if the said Principal shall construct,or have constructed,the improvements herein described,and shall pay for the cost of all labor, materials and equipment furnished in connection with the construction of said improvements,and shall save the Obligee harmless from any loss, cost or damage by reason of its failure to complete the construction of said improvements or by reason of its failure to pay for the cost of same,then this obligation shall be null and void, otherwise to remain in full force and effect; and upon receipt of a claim by the City of Fort Worth indicating that the construction of said improvements has not been completed,or that the costs for same have not been paid,the Surety will within 14 days: A.. .ftj 1. Remedy the default; or 2. Arrange for the continued performance of the improvements; or 3. Deny liability in whole or in part and notify the Obligee citing the reasons therefor,in which event Obligee shall be entitled to pursue such remedies as may be available to it by law,subject to the terms and limitations hereof. We hereby agree with you that claims submitted in compliance with the terms of this bond will be duly honored upon presentation at: (Surety) SureTec Insurance Company mail code: N/A , (Surety Address) 1330 Post Oak Blvd Suite 1100 Houston,TX 77056 Attn: Lindey Jennings or by facsimile to (surety: SureTec Insurance Company Fax Number (512) 684-3450 confirmed by a phone call at (512) 732-0099 PROVIDED FURTHER,that this bond shall automatically be increased by the amount of any change order, supplemental agreement or amendment which increase the price of the aforementioned contract. PROVIDED FURTHER,that if any legal action be filed on this bond,the laws of the State of Texas shall apply and that venue shall lie exclusively in Tarrant County,Texas. AND PROVIDED FURTER, that the said surety, for value received,hereby stipulates and agrees that no charge, extension of time,alteration or addition to the terms of any contract for the public affect its obligation on this bond,and it does hereby waive notice of any such change,extension of time,alteration or addition to the terms of such contract. This bond is given pursuant to the provisions of Section 212.073 of the Texas Local Government Code,as such may amended from time to time. Signed,sealed and dated this 9' day of June ,2016. LD'" Stallion Pointe, LP SureTec Insurance Company Princ' Surety By: By: A-1—,L) Z 11�2- Paula J.Te4gue, Att ney-in-Fact Aft POA#: SureTec Insurance Company LIMITED POWER OF ATTORNEY .Know All Men by These Presents, That SURETEC INSURANCE COMPANY (the "Company"), a corporation duly organized and existing under the laws of the State of Texas, and having its principal office in Houston, Harris County, Texas, does by these presents make,constitute and appoint Paula J.Teague Louisville, KY its true and lawful Attomey-in-fact,with full power and authority hereby conferred in its name,place and stead,to execute,acknowledge and deliver any and all bonds,recognizances, undertakings or other instruments or contracts of suretyship to include waivers to the conditions of contracts and consents of surety for: Surety Bond No.: 3380524 Principal: LDG Stallion Pointe, LP Obligee: City of Fort Worth Texas Amount: See Bond Form and to bind the Company thereby as fully and to the same extent as if such bond were signed by the President, sealed with the corporate seal of the Company and duly attested by its Secretary,hereby ratifying and confirming all that the said Attorney-in-Fact may do in the premises. Said appointment is made under and by authority of the following resolutions of the Board of Directors of the SureTec Insurance Company: Be it Resolver, that the President, any Vice-President, any Assistant Vice-President, any Secretary or any Assistant Secretary shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: Attorney-in-Fact may be given full power and authority for and in the name of and of behalf of the Company,to execute, acknowledge and deliver,any and all bonds,recoguizances,contracts,agreements or indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attomey-in-Fact shall be binding upon the Company as if signed by the President and sealed and effected by the Corporate Secretary. Be it Resolved,that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile,and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached. (Adopted at a meeting held on 20°i of April; 1999.) In Witness Whereof, SURETEC INSURANCE COMPANY has caused these presents to be signed by its President,and its corporate seal to be hereto affixed this 21st day of March,A.D.2013. y�RAN cF SUR�F-"ide OMPANY By: w j w ;al Johnt State of Texas ss: �.� `�f County of Harris �.. ' On this 21st day of March,A.D.2013 before me personally came John Knox Jr.,to me known,who,being by me duly sworn,did depose and say,that he resides in Houston, Texas, that he is President of SLT=C INSURANCE COMPANY, the company described in and which executed the above instrument that he knows the seal of said Company;that the seal affixed to said instrument is such corporate seal;that it was so affixed by order of the Board of Directors of said Company;and that he signed his name thereto by lice order. JACQUELYN MALDONADO Notary Public State of Texas My Comm.Exp.5/18/2017 Jacquelyn Maldonado,Notary Public My commission expires May 18,2017 1,'M Brent Beaty,Assistant Secretary of SURETEC INSURANCE COMPANY,do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Company,which is still in full force and effect; and furthermore,the resolutions of the Board of Directors,set out in the Power of Attorney are in full force and effect. Given under my hand and the seal of said Company at Houston, Texas this 9th day of Ju e 2016 A.D. 141 --,1 low 't— T.—Brent Beaty,Assistant S cretary Any instrument Issued In excess of the penalty stated above is totally void and without any validity. For verification of the authority of this power you may call(713)812-0800 any business day between 8:00 am and 5:00 pm CST. i FILED In the Office of the Secretary of State of Texas ARTICLES OF AMENDMENT TO OCT 29 2007 ARTICLES OF INCORPORATION OF Corporations Section FORT WORTH AFFORDABILITY, INC. p Pursuant to the provisions of the Texas Non-Profit Corporation Act, the Board of Directors of Fort Worth Affordability, Inc., a corporation incorporated under the laws of the State of Texas (the "Corporation"), agrees to amend its Articles of Incorporation originally filed with the Secretary of State of Texas on September 22, 2004, as follows. These Articles of Amendment to Articles of Incorporation were adopted at a meeting of the Board of Directors of the Corporation held on October 11,2007 and received the corresponding vote of a majority of the Directors in office, there being no members having voting rights in respect thereof. The Corporation adopts these Articles of Amendment. ARTICLE I Name The name of the Corporation is Fort Worth Affordability, Inc. and the Secretary of State file number is 0800392766. ARTICLE H Amendment ARTICLE V of the its original Articles of Incorporation is hereby amended to read as follows: Purpose The Corporation is organized exclusively to cavy out the housing mission of The Housing Authority of City of Fort Worth, Texas, and is therefore exclusively for the charitable purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, of promoting community welfare by providing decent housing that is affordable to low income families in the City of Fort Worth and County of Tarrant, Texas, and providing support services to the residents of such housing. ARTICLE III These Articles of Amendment to Articles of Incorporation shall become effective when filed by the Secretary of State. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. IN WITNESS WHEREOF, I have hereunto set my hand on this 24th day of October, 2007. Name: Barbara Holston Title: Secretary �� `;v q j ip-1 1 j: form 207 Secretary of State P.O. Box 13697 Filed in the Office of the I Secretary of State of Texas ustin,TX 78711-3697 ; Filing M 802339388 11/30/2015 FAX: 512/463-5709 Document M 642451090002 Certificate of Formation Image Generated Electronically Filing Fee: $750 Limited Partnership for Web Filing - and Type I17he filing entity being formed is-a-limited partnership. The name of the entity is: LDG Stallion Pointe, LP �he name must contain the words"Limited Partnership,"or"Limited,"or the abbreviation"L.P.,""LP;'or"Ltd."The name must not be the same as, eceptively similar to or similar to that of an existing corporate,limited liability company,or limited partnership name on file with the secretary of State.A preliminary check for"name availability'is recommended. PrincipalOffice he address of the principal office in the United States where records of the partnership are to be kept or made available is set forth below: 11201 East 13th Street, Fort Worth, TX, USA 76102 Article 3—Registered l' registered agent is an organization (cannot be limited partnership n ce above) by th am . � i d Agent and Registered OfF l A The initial re named a e name of: ; OR he initial registered agent is an individual resident of the state whose name is set forth below: Name: - - - -1 Naomi Byrne jC. The business address of the registered agent and the registered office address is ' treet Address: 1201 East 13th Street None Fort Worth TX 76102-76102 I Consent of Registered Agent Ir—A. A copy of the consent of registered agent is attached. OR jI-B. The consent of the registered agent is. _._ g' maintained by the entity. Article 4 -General Partner Information �fhe name and address of each general partner are as follows: General Partner 1: Business Name) LDG Stallion Pointe GP, LLC f Address: 1201 East 13th Street None Fort Worth TX, USA 76102-76102 SupplementalProvisions he attached addendum,if any,is incorporated herein by reference.] Certificate of Reservation for LDG Stallion Pointe, LP.pdf Effectiveness of Fillin - rA. This document becomes effective when the document is filed by the secretary of state. ...... .......... OR th is document becomes effective at a later date, which is not more than ninety (90) days from the date of its piQning. The delayed effective date is: Execution ----`' --------------------- --------------- ----- --- ---- ---- — undersigi�d m�nted- tothe- oppmindmend.- - - The— undersigned signs this document subject to the penalties imposed bylaw for the submission of a materially false or | du|entinmtrumentondce�ifiwmunderpena�yufpw�urythotthwundwrsignedimomdhohoedundertheprovimionmof '|owgovenmingtheentdytoexeoutethe filing instrument. ignature of General Partner i:Deborah Roberts, Authorized Agent of Sole Member of the General Partner FILING OFFICE COPY Corporations Section CPRE 0 Carlos H. CaSCOS P.O.Box 13697 �- .� Secretary of State Austin,Texas 78711-3697 (� � � Office of the Secretary of State CERTIFICATE OF RESERVATION OF ENTITY NAME OF LDG Stallion Pointe, LP The undersigned, as Secretary of State of Texas, hereby certifies that the above entity name has been reserved in this office pursuant to the provisions of Section 5.101 of the Texas Business Organizations Code for the exclusive use of LDG Multifamily, LLC 1305 E. 6th Street, Suite, 13 , Austin , TX 78702 for a period of one hundred twenty days after the date hereof. This name reservation does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: 06/19/2015 C:) f tlr� x � Crj Carlos H. Cascos Secretary of State Conte Visit Its 017 the internet at http:%/www.sos.state.tx.Us/ Phone: (512)463-5555 Fax: (512)-463-5709 Dial: 7-1-1 for Relay Services Prepared by: Clarissa Rodriquez T1D: 10317 Document:611870850004 BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Page I of I TEXAS SECRETARY Of STATE CARLOS H. CASCOS UCC I Business Organizations I Trademarks I Notary I Account I Help/Fees I Briefcase I Logout BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY Filing Number: 802339370 Entity Type: Domestic Limited Liability Company (LLC) Original Date of Filing: November 30, 2015 Entity Status: In existence Formation Date: N/A Tax ID: 32058946784 FEIN: Duration: Perpetual Name: LDG Stallion Pointe GP, LLC Address: 1201 E 13TH ST Fort Worth, TX 76102-5764 USA ASSOCIATED REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES Last Update Name Title Address November 30,2015 Fort Worth Affordability,Inc Manager 1201 East 13th Street,None Fort Worth,TX 76102-76102 USA February 17,2016 Fort Worth Affordability,Inc. Member 1201 East 13th Street Fort Worth,TX 76102 USA Order Return to Search Instructions: 0 To place an order for additional information about a filing press the'Order' button. https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?spage=mgmt&:Spagefro... 6/17/2016 02/16/2016 TUB 16118 FAX ... eon texas 0003/008 Forin 403 This space reserved for office use. (Revised 05/11) FILED In the Office of the ' Submit in duplicutc to: ,� Secretary of State of Texas Secretary of state FEB 16 206 P.O. 13ox 13697 Certificate of Correction Austin, TX 78711-3097 512 463-5555 Corporations Section IMAX: 512/463-5709 Filin 1fee: $15 Entity Ynformation 1. The wune of the filing entity is: LDG stallion Pointe GP, LLC: _ State the name of the entity as ctnrently shown in the records of the sccrctary of state. it the aortiiiento or oorrectlott corrects the name of the entity,state the prutent meets and not Uic name as it will be corrected. Mie rile number issued to the filing entity by the secretary of'sta(e is: 802339370 Filing instrument to be Corrected 2. The filing instrument to be corrected is : Certificate of Formation Tho date the filing instrument watt filed with the secretary or state: November 30,2015 Identification of Ekrors and Corrections (lndlcnte the errots that have been made by checking the appropriate box or boxes;then provide the corrected text.) The entity name is inaccurate or erroneously stated. The corrected entity ntune is: ® The registered agent natnc is inaccurate or erroneously stated. '1'lic corrected registered agent name is: Corrected Registered Agent (Complete either A or 11,but not both.) A. The registered agent is an organization(unnnut be entity namod nbuvc)by the naule of: OR R. The re6ristered agent is an individual resident of the state whose name is: Naomi W. Byrnc r.frrt Middlo Lon Natae Stems .1'he person executing this certificate of correction affirms that the registered-ogciit; whose tiainc is being corrected by this certificate, consented to serve w; registered agent tot the time the filing instrument being corrected took eil'Wt. 14vm 403 02/16/2016 TUB 16118 Fax goo texas IZO04/008 ❑ The registered office address is inaccurate or erroneously stated. The corrected registered office address is: Con•ected Registered office Addre« 1'X i So-aer Addr•oss(No P.U. lav) (:try State Zip Code ❑ The purpose of the entity is inW(Atrale or en•rrneuusly stated. The purpose is corrected to read as follows: ❑ The period of duration of the entity is inaccurate or en-oncously stated. The period of duration is corrected to read as follows: Identification of Utter Errors and Corrections (Indicate the other en,ors llld corrections t11nt have been made by checking and completiug the appropriate box or boxes.) ® Other errors and corrections. The following inaccuracies and errors in the filing instrument are corrected its follows: Adel Fath oFthe following provisions was omitted and should be added to the filing instrument. Tlto idenliiication or reference of each added provision and the lull text oI'Lhe provision is set iorth below. Alter The following identified provisions of the filing instrument contain inaccuracies or errors to be corrected. The lull text ol'each con•ected provision is set forth below: Article 3 - Governing Authority The limited liability company will not have managers. Management orthe company is reserved lei the members. The member is: Fart Worth AllOr'dability,Tnc. 1201 Last 13`h Street Fort Worth,'Texas 76102 Delete Fach ol'the piYovisions identified below was included in error and should be deleted. Form d03 5 02/16/2016 TUE 16: 19 FAX --- go$ texas 0005/006 I IEI i Defective Execution Tlie filing instrulncnt was defectively or erroneously signed, scaled, acknowledged or verified. Attached is a correctly signed, sealed, acknowledged or verified instrument. I Statement Regarding Correction The: filing instrument identified in this certificate was an inaccurate retard of'the event or transaction evidenced in the instrument, contained an inaccurate or en-oneuus statement, or was defectively or erroneously sibnied, sealed, ucknowledged or verified. This certificate of correction is submitted JIM � the; purpose ul'anYccting the tiling instrument. Correction to Merger, Conversion or Exchange The filing instrument identified in this certificate of correction is a merger, conversion or other instrument involving multiple entities. The name and file number of each entity that was a party to the transaction is set lorlh below. (if the space provided is not Sufficient,include information its au nUcuanncnt In this term.) Entity name SO file number Daily name 1'11.1'fllr ntimber i Effectiveness of riling After the secretary of state files the certificate of correction, the filing instrument is considered (o have been corrected un the date the filing instrument was originally filed except as to persons adversely all e(ed. As to persons advet:tiely affected by the cAwteclion, the filing histrument is considered to have been corrected on the date the certificate of correction is filed by the secretary of state. Execution - i The undersigned signs this document subject to the penalties imposed by low for the submission of u materially fzlse or fraudulent instniment and certifies under penalty of perjury (11111. [he undersigned is authorized tinder the Provisions of law governing the entity to execu(c the filing instrument. Date: February 16, 2016 BY; "I'TI'j-11inwof authoriz t p rsou t Primed or typeo6ne of auth d p rson(sac iustruc ioaw) roan 403 Date Agenda Subject Page 43 Item 06/19/2014 2014.26 APPOINTMENT OF NAOMI BYRNE TO 1 of 1 '� POSITIONS IN FWHA RELATED Fort Worth Housing Authonty Prepared by: Brian Dennison, Vice President Development& Asset Management RESOLUTION NO. 2660 RESOLUTION APPOINTING NAOMI BYRNE TO ALL POSITIONS FORMERLY HELD BY BARBARA HOLSTON IN FORT WORTH HOUSING AUTHORITY'S RELATED AND AFFILIATED ENTITIES. WHEREAS, Barbara Holston has retired as President, Chief Executive Officer, and Executive Director of Fort Worth Housing Authority and as all positions in Fort Worth Housing Authority's related and affiliated entities; and WHEREAS, The Board of Commissioners of Fort Worth Housing Authority has employed Naomi Byrne as President, Chief Executive Officer, and Executive Director of Fort Worth Housing Authority; and WHEREAS, The Board of Commissioners of Fort Worth Housing Authority desires to appoint Naomi Byrne to all positions formerly held by Barbara Holston in Fort Worth Housing Authority's related and affiliated entities. NOW, THEREFORE, BE IT RESOLVED: That the Board of Commissioners of Fort Worth Housing Authority hereby appoints Naomi Byrne to all positions formerly held by Barbara Holston in Fort Worth Housing Authority's related and affiliated entities. June 19, 2014 Terri Attaway Chairperson Date June 19, 2014 Naomi W. Byrne, President/CE Date ARTICLE VI Members The Corporation shall not have members. ARTICLE VII Board of Directors The affairs of the Corporation shall be managed by a Board of Directors (the "Board of Directors"). The selection process of the Board of Directors as well as their term, removal and duties shall be as provided for in the Bylaws of the Corporation. The number of Directors may be increased or decreased by adoption or amendment of the Bylaws, but at no time shall the Board of Directors be less than three (3) members. The initial Board of Directors shall consist of the following members: Barbara Holston Alex Jimenez 1201 E. 13`' Street 1201 E. 13"' Street Fort Worth, Texas 76102 Fort Worth, Texas 76102 Craig Harbuck Terri Attaway 1201 E. 13`h Street 1201 E. 13`h Street Fort Worth, Texas 76102 Fort Worth, Texas 76102 Carolyn Bell RamonAJtti 1201 E. 13`h Street 1201 E. 1P Street Fort Worth, Texas 76102 Fort Worth,Texas 76102 ARTICLE VIII Incorporator The name and address of the incorporator of the Corporation is: Barbara Holston 1201 E. 13`h Street Fort Worth, Texas 76102 003984.000009\593649-1 2 t ARTICLE IX Distribution of Assets Upon the dissolution of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to the Housing Authority of the City of Fort Worth for the furtherance of the charitable purposes described in Article V, or to an organization organized and operated for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future federal tax code), as the Board of Directors shall determine, and no part of the net income or assets of the Corporation shall ever inure to the benefit of any directors, officers, or members, if any, thereof, or to the benefit of any private person. ARTICLE X Restriction and Requirements No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth hereinabove. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles, this Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. IN WITNESS WHEREOF, for the purposes of forming the Corporation, under the laws of the State of Texas, the undersigned, incorporator of the Corporation has executed these Articles of Incorporation on this the L"day of September, 2004, yw'y� 4a� Barbara Holston, Incorporator 003984.0000091593649-9 3 BYLAWS OF FORT WORTH AFFORDABILITY, INC. ARTICLE I POWERS AND PURPOSES Section 1.1 Entering of Obligations. In order to implement the purposes for which Fort Worth Affordability, Inc. (the "Corporation") was formed as set forth in the Articles of Incorporation, the Corporation may enter into obligations pursuant to the Texas Non-Profit Corporation Act, Art. 1396-1.01 et seq., as amended (the "Act"), upon compliance with all provisions thereof. Section 1.2 Books and Records, Approval of Programs and Financial Statements. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors (the "Board of Directors") and committees having any of the authority of the Board of Directors. All books and records of the Corporation may be inspected by any director or his or her agent or attorney for any proper purpose at any reasonable time. Section 1.3 Staff Functions: Committees. Staff functions for the Corporation shall be performed by such persons and under such terms and conditions as agreed to by the Board of Directors. The President may establish ad hoc and permanent committees as appropriate and necessary to implement the purposes for which the Corporation was formed. Section 1.4 Powers in General. The Corporation may exercise all powers granted under the Act, consistent with its Articles of Incorporation. ARTICLE II BOARD OF DIRECTORS Section 2.1 Appointment, Powers, Number, and Term of Office. The Board of Directors shall exercise all of the powers of the Corporation, subject to the restrictions imposed by law, the Articles of Incorporation and these Bylaws. The Board of Directors shall consist of six (6) directors as set forth in the Articles of Incorporation. The Board of Directors shall be determined as follows: Five (5) members shall serve by virtue of and concurrently with said members' being members of the Board of Commissioners for the Housing Authority of the City of Fort Worth (the "Authority"); and one member shall serve by virtue of and concurrently with said member's being the Executive Director of the Authority. 003984.0000091593654-1 1 The directors constituting the initial Board of Directors shall be those directors named in the Articles of Incorporation, each of whom, as well as any subsequent directors, shall serve until his or her successor is designated as set forth in the Articles of Incorporation. Section 2.2 Meetings of Directors. The Board of Directors may hold its meetings at any place authorized by the Act, as the Board of Directors may from time to time determine; provided that, in the absence of any such determination by the Board of Directors, the meetings shall be held at the principal office of the Corporation. The Board of Directors shall conduct its meetings in accordance with the requirements of the Act. Section 2.3 Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated, from time to time, by resolution of the Board of Directors. Notice of regular meetings need not be given to Directors, but if notice is required by law to be given to anyone else, such notice will be given in the manner prescribed by law. Section 2.4 (a) Annual Meeting. Beginning in the year 2005 the Board of Directors shall hold an Annual Meeting on the third of June at 5:00 p.m. at a location designated by the President, to transact any business to come before the Board of Directors. (b) Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President, by the Secretary/Treasurer, or by a majority of the directors then in the office. The Secretary/Treasurer shall give notice to each director of each special meeting in person, or by mail, telephone, or telegraph, at least two hours before the meeting. Notice required by law to be given to anyone else shall be given in the manner prescribed by law. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a special meeting. At any meeting at which every director is present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon. Section 2.5 Quorum. A majority of the directors fixed from time to time by these Bylaws shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by law. Section 2.6 Proxies. Any Board member entitled to vote may be proxy executed in writing by such Board member. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in said proxy. 003984.0000091593854-1 2 Section 2.7 Conduct of Business. At the meetings of the Board of Directors, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board of Directors may determine. Section 2.8 Compensation of Directors. Directors shall not receive any compensation for their services as directors or officers except that they may be reimbursed for their actual expenses incurred in the performance of their official duties. Section 2.9 Telephonic Meetings. The Board of Directors and any committee of the Corporation may hold a meeting by telephone conference call procedures in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of a person in a conference call meeting constitutes presence of that person at the meeting. ARTICLE III OFFICERS Section 3.1 Titles and Term of Office. The officers of the Corporation shall be a President, a Vice President, and a Secretary/Treasurer, and such other temporary officers as the Board of Directors may from time to time elect to appoint. One person may hold more than one office. Such officers shall be elected and hold office until their successors are elected. Section 3.2 President. The President shall be the chief executive officer of the Corporation, and, subject to the Board of Directors, the President shall be in general charge of the properties and affairs of the Corporation; the President shall preside at all meetings of the Board of Directors; in furtherance of the purposes of this Corporation, the President may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. In the absence of the President, the Secretary/Treasurer shall preside at meetings. Section 3.3 Vice President. The Vice President shall have such powers and duties as may be assigned by the Board of Directors and shall exercise the powers of the President during the President's absence or inability to act. Any action taken by the Vice President in the performance of the duties of the President shall be conclusive evidence of the absence or inability of the President to act at the time such action was taken. Section 3.4 Secretary/Treasurer. The Secretary/Treasurer shall have custody of all the funds and securities of the Corporation that come into his or her hands. When necessary or proper, the Secretary/Treasurer may sign or endorse, on behalf of the Corporation, for collection or payment, checks, notes and other obligations and shall deposit any funds received to the credit of the Corporation in such bank or banks or depositories as shall be designated by the Board of Directors; whenever required by the 003984.0000091593654-1 3 Board of Directors, the Secretary/Treasurer shall render a statement of the Secretary/Treasurer's cash account; the Secretary/Treasurer shall enter or cause to be entered regularly in the books of the Corporation to be kept by the Secretary/Treasurer for the purpose full and accurate amounts of all moneys received and paid out on account of the Corporation; the Secretary/Treasurer shall perform all acts incident to the position of Secretary/Treasurer subject to the control of the Board of Directors; the Secretary/Treasurer, if required by the Board of Directors, shall give such bond for the faithful discharge of his or her duties in such form as the Board of Directors may require and at the expense of the Corporation. The Secretary/Treasurer shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; the Secretary/Treasurer shall attend to the giving and serving of all notices; in furtherance of the purposes of this Corporation, the Secretary/Treasurer may sign with the President in the name of the Corporation, or attest the signature thereof of, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes, and other instruments of the Corporation; the Secretary/Treasurer shall have charge of the corporate books, records, and securities of which the Secretary/Treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection upon application at the office of the Corporation during business hours; and the Secretary/Treasurer shall in general perform all duties incident to the office of Secretary/Treasurer subject to the control of the Board of Directors. In the absence of the Secretary/Treasurer, the President may appoint any person other than the President, to act as temporary Secretary/Treasurer during such absence. ARTICLE IV AUDITS, EXPENDITURES, DEBTS Section 4.1 Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) The Corporation shall cause its books, records, accounts, and financial statements to be reviewed at least once each fiscal year by an outside, independent, auditing and accounting firm selected by the Corporation. Such review shall be at the expense of the Corporation. A full audit of the Corporation's books may be ordered by the Board of Directors if deemed necessary. Section 4.2 Investment of Corporation Funds. (a) All funds of the Corporation shall be deposited, invested and/or expended as provided in a resolution of the Board of Directors. 003984.0000091593654-1 4 (b) The Board shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the Corporation under the signature of its Secretary/Treasurer and such other persons as the Board shall designate. Section 4.3 Expenditures of Corpor:te Money. The monies of the Corporation may be expended by the Corporation for any of its corporate purposes. ARTICLE V PROVISIONS REGARDING BYLAWS Section 5.1 Effective Date. These Bylaws shall become effective only upon the occurrence of the adoption of these Bylaws by the Board of Directors. Section 5.2 Amendment to Bylaws. These Bylaws may be amended at any time and from time to time by a majority vote of the directors then in office. Section 5.3 Interpretation of Bylaws. These Bylaws shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section, or other part of these Bylaws, or the application thereof to any person or circumstances, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase, clause, sentence, paragraph, section, or other part of these Bylaws to any other person or circumstance shall not be affected thereby. ARTICLE VI GENERAL PROVISIONS Section 6.1 Principal Office. The principal office of the Corporation shall be located at 1201 E. 13 Street, Fort Worth, Texas 76102, attention: Barbara Holston. Section 6.2 Fiscal Year. The fiscal year of the Corporation shall be as determined by resolution of the Board of Directors. Section 63. Seal. The seal of the Corporation shall be as determined by resolution of the Board of Directors. Section 6.4 Notice and Waiver of Notice. Whenever any notice whatsoever is required to be given to the Board of Directors under the Act, the Articles of Incorporation, or these Bylaws, such notice shall be deemed to be sufficient if given by depositing it in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address, as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. 003984.0000091593654-1 5 Attendance of a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. A waiver of notice in writing, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, unless required by the Board of Directors. If any notice whatsoever is required to be given to the public by law, such notice shall be given in the manner prescribed by law. ARTICLE VII 501(C)(3) PROVISIONS No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article V of the Articles of Incorporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution or statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of the Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code, or by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code. ARTICLE VIII DISSOLUTION Upon the dissolution of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to the Housing Authority of the City of Fort Worth for the furtherance of the charitable purposes described in Article V of the Articles of Incorporation, or to an organization within the meaning of section 510(c)(3) of the Internal Revenue Code (or he corresponding provision of any future federal tax code), as the Board of Directors shall determine, and no part of the net income or assets of the Corporation shall ever inure to the benefit of any directors, officers, or members, if any, thereof, or to the benefit of any private person. 003984.0000091593654-1 6 The foregoing Bylaws were adopted by the Board of Directors this •ft day of September, 2004. Secretary/Treasurer 003964.000009\593654-1 7 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF FORT WORTH AFFORDABILITY, INC. Pursuant to the provisions of the Texas Non-Profit Corporation Act, the Board of Directors of Fort Worth Affordability, Inc., a corporation incorporated under the laws of the State of Texas (the "Corporation'), agrees to amend its Articles of Incorporation originally filed with the Secretary of State of Texas on September 22, 2004, as follows. These Articles of Amendment to Articles of Incorporation were adopted at a meeting of the Board of Directors of the Corporation held on October 11, 2007 and received the corresponding vote of a majority of the Directors in office, there being no members having voting rights in respect thereof. The Corporation adopts these Articles of Amendment. ARTICLE I Name The name of the Corporation is Fort Worth Affordability, Inc. and the Secretary of State file number is 0800392766. ARTICLE H Amendment ARTICLE V of the its original Articles of Incorporation is hereby amended to read as follows: Purpose The Corporation is organized exclusively to carry out the housing mission of The Housing Authority of City of Fort Worth, Texas, and is therefore exclusively for the charitable purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, of promoting community welfare by providing decent housing that is affordable to low income families in the City of Fort Worth and County of Tarrant, Texas, and providing support services to the residents of such housing. ARTICLE III These Articles of Amendment to Articles of Incorporation shall become effective when filed by the Secretary of State. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. IN WITNESS WHEREOF, I have hereunto set my hand on this 24th day of October, 2007. Gtl-LCc� Name: Barbara Holston Title: Secretary