Loading...
HomeMy WebLinkAboutContract 49753 CITY SECRETAW CCN i RACT t40-- STATE 40. _STATE OF TEXAS § COUNTY OF TARRANT § This contract ("Contract") is made and entered into by and between the City of Fort Worth, a Texas municipal corporation (hereafter "City"), and the Fort Worth Housing Finance Corporation, a Texas housing finance 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 citizens including housing activities providing or improving permanent residential structures to be occupied upon completion by low and moderate income households in accordance with 24 CFR Part 570.208 (a) (3); WHEREAS, Developer proposes to use CDBG funds for land acquisition and closing costs far the development of a 219-unit multifamily, mixed income housing development in downtown fort Worth, as further described in Fxhibit "A" - Project Summary; 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. Z. DEFINITIONS. In addition to terms defined in the body of this Contract, the following terms shall have the definitions ascribed to them as follows: Accessible Units means units accessible to handicapped tenants in accordance with Section 504 Requirements and all other applicable Federal accessibility requirements. The Required Improvements must contain 16 Accessible Units. Of these 16 Accessible Units, 11 must be accessible to individuals with mobility impairments, and the other 5 must be accessible to individuals with visual or hearing impairments. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CDBG CONSTRUCTION CONTRACT Page I Fort Worth Housing Finance Corporation Rev. 07.13.16 Mixed Income Multifamily Development—904 F. Weatherford Street Affordable Units means housing units leased to CDBG Eligible Households at Affordable Rent for the duration of the Performance Period. At least 55% of the total units in the project must be Affordable Units. The Affordable Units are floating. Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit published annually by HUD, with applicable adjustment for the bedroom size of the relevant housing unit. Area Median Income or AMI means the median family income for the Fort Worth- Arlington metropolitan statistical area as set annually by HUD. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 20020-12-2011. 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 Eligible Household means a household whose annual income adjusted for family size does not exceed 80% of AMT using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances. The definition of annual income to determine client income eligibility shall be the definition contained in 24 CFR Part 5.609, as amended from time to time. CDBG Requirements means (i) constructing the Required Improvements; and (ii) during the Performance Period, (a) managing and operating the project to ensure that at least 51% of units are leased to CDBG Eligible Households; (b) collecting Tenant Documentation from all tenants; and (c) complying with all applicable provisions of the CDBG Regulations. City Requirements means (i) that Developer shall (a) manage and operate the project to ensure that 15 PSH Units are in compliance with Exhibit "L" - Requirements for Permanent Supportive Housing Chits. (b) manage and operate the project to ensure that at least 55% of the units are leased to CDBG Eligible I louseholds; (c) manage and operate the project to ensure that at least 16 of the units are Accessible Units; and (d) operate the project continuously during the Performance Period. Complete Documentation means the following documentation as applicable: • Exhibit F, Attachments I and II, with supporting documentation as follows: CDBG CONSTRUCTION CONTRACT Page 2 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development--904 E. Weatherford Street 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 showing 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 and regulatory compliance for the project. ■ Complete Documentation shall meet the standards described in the attached Exhibit".I"-Standards for Complete Documentation. Construction Completion means the substantial completion of the Required Improvements, as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any other applicable final inspection approval from the City. Completion Deadline means July 15, 2019. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Decd 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 or FWHFC means Fort Worth Housing Finance Corporation. Director means the Director of the Neighborhood Services Department. Effective Date means July 18, 2016,the date the Developer closes on the purchase of the Property and the Z,oan Documents are dated. HUD means the United States Department of Housing and Urban Development. IDIS means Integrated Disbursement Information System, HUD's project tracking system. CDBG CONSTRUCTION CONTRACT Page 3 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed income Multifamily Development—904 E_Weatherford Street 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 performance of the CDBG Requirements and the City 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 form of a subordinate forgivable, deferred payment loan under the terms of this Contract as more particularly described in the Loan Documents. National Objective means a minimum of 51% of the units in the project will be Affordable Units upon completion and remain Affordable Units throughout the Performance Period in accordance with 24 CFR Part 570.208 (a) (3). Neighborhood Services Department means the City's Neighborhood Services Department, created on February 17, 2015 in Ordinance No. 21551-02-2015. Performance Period means the 20 year period during which Developer will fulfill the CDBG Requirements, the City Requirements and continuously meet the National Objective, and will comply with all other terms and conditions of this Contract and the Loan Documents. The Performance Period begins on the date that the use of the Required Improvements first meets the National Objective which, in City's sole satisfaction,establishes such date with reasonable certainty. Permanent Supportive housing Program or PSH Program means the combination of PSH Units and the accompanying supportive services provided by the Supportive Services Provider to the tenants of the PSH Units as further described in Exhibit "L" - Requirements for Permanent Supportive Housing Units. Permanent Supportive Housing Tenant means a tenant of the PSH Units. Permanent Supportive Housing Unit or PSH Unit means a housing unit for which supportive services are provided to assist homeless persons with disabilities to live independently as further described in Exhibit "L" - Requirements for Permanent Supportive Housing Units. The PSH Units may also be Affordable Units. This project contains 15 PSH Units. 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, 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, CDBG CONSTRUCTION CONTRACT Page 4 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 F. Weatherford Street supplemented or otherwise modified from time to time. The form 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 mixed income, multifamily complex, together with all fixtures, tenant improvements, if any, and appurtenances now or later to be located on the Property and/or in such improvements. The multifamily complex located on the Property will be commonly known as the Aizporter(sometimes referred to herein as "the building"). The street address of the project is 904 E. Weatherford, Fort Worth, Texas 76102. Section 544 Requirements means the requirements of Section 504 of the Rehabilitation Act of 1973 (29 USC 794 el seq.) and 24 CFR Part 8. Section 504 prohibits recipients of federal funds from excluding any qualified persons from participating or receiving benefit from, any federally-funded program or activity based solely on the person's disability. Subordination Agreement means the subordination agreement among Developer's lender(s), Developer and City outlining the relative priorities of the loan(s) and the City's Loan for the project. Supportive Services Provider or SSP means the service provider retained by FWHFC at its costs to provide supportive services to the PSH Tenants as further described in Exhibit "L" - Requirements for Permanent Supportive Housing Units. Tenant Documentation means any documentation allowed under the definition of annual income in 24 CFR Part S.609 sufficient to show that a tenant is a CDBG Eligible Household. Documentation may include but is not limited to copies of paychecks, Social Security and disability verification letters, interest or rental income statements, retirement income statements, child support and alimony verification, unemployment benefit letters, and the like for initial tenant income eligibility verifications, and the tenant income verification required every 6th year of the Performance Period. Documentation for tenant income eligibility verifications for other than the initial lease and the 6th year of the Performance Period shall be a City-approved income self-certification form attached hereto as Certification of Income Statement attached hereto as part of Exhibit "G" — Documentation of CDBG Requirements. CDBG CONSTRUCTION CONTRACT Page 5 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street 3. TERM. 3.l Term of Contract. The term of this Contract begins on the Effective Date and terminates on the earlier of (i) 3 years or (ii) the date that City determines in its sole discretion that the Required Improvements have met the National Objective, 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. 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 Performance 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 $2,200,000.00 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 complying with the CDBG Requirements and the City Requirements during the Performance Period. 5. DUTIES AND RESPONSIBILITIES OF DEVELOPER. 5.1 Construction of Required Improvements. Developer will complete the Required Improvements as described in Exhibit"A" — Project Summary in accordance with the Plans, the schedule set forth in Exhibit"C" — Construction and Reimbursement Schedule, and the terms and conditions of this Contract. CDBG CONSTRUCTION CONTRACT Page 6 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 F. Weatherford Street 5.2 Use of CDBG Funds. 5.2.1. Compliance with CDBG Re ulations 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 norms. 5.2.1.3 Complete Documentation, as applicable, is submitted by Developer. 5.2.2. Budizet• Developer agrees that CDBG bunds 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 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 and Exhibit "A" --- Project Summary, 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. CDBG CDNs*rRtJCTION CONTRACT Page 7 Fort Worth I lousing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development--904 E. Weatherford Street 5.5 Acknowledp_ement 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 with specificity all or any portion of the CDBG Funds that City has not paid to Developer. After receipt of said document, City shall determine if City has any further obligation under the terms herein to pay Developer any more CDBG Funds. Developer and City agree to work together in good faith to determine if any further CDBG Funds are due to Developer, but City in its sole discretion shall make the final determination as to whether any such CDBG Funds are still due after consideration of Developer's performance of its obligations under this Contract including Developer's performance of the CDBG Requirements and the City Requirements. 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, the City Requirements and any of Developer's other obligations hereunder, including meeting the National Objective, 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. 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 Cily with a Mortgagee's Policy of line insurance in the amount of the Loan. 5.6.1.3 Pay all costs associated with closing the Loan. 5.6.1.4 Provide City with an estimated settlement statement at least 1 business day before closing. 5.6.1.5 Ensure City's lien is subordinate only to loans approved by the City through a Subordination Agreement. City agrees to execute any required Subordination Agreements), intercreditor agreements or other documents required, in the City's sole discretion, for the project. City must approve in writing any secured financing for the project that is to be subordinate to the Loan. 5.6.1.6 The term of the Loan shall be as specified in Section 3.2. CDBG CONSTRUCTION CONTRACT Page 8 Fort Worth Dousing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street 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.$ The Loan is a forgivable deferred payment loan. Repayment of the CDBG Funds will only be required if (i) the project located on the Property which was acquired with the CDBG Funds does not benefit CDBG Eligible Households and meet the National Objective during the Performance Period, (ii) Developer does not meet the CDBG Requirements or the City Requirements during the Performance Period, or (iii) Developer does not otherwise comply with the terms of this Contract, the Loan Documents, or the CDBG Regulations. If repayment is required, Developer must, at City's election in its sole discretion, either (i) repay City the total amount of the CDBG Funds, or (ii) pay to City the fair market value of the Property as set by a current appraisal less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, and improvements to, the Property. 5.6.1.9 Early repayment of the Lean shall not relieve Developer of its obligations under this Contract or the CDBG Regulations including but not limited to complying with the CDBG Requirements or the City Requirements, or meeting 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. 5.6.1.10 Except for conversion to the permanent loan with Developer's permanent lender, refinancing of the Loan or any subordinate financing (other than that approved herein or otherwise by City), shall require City's prior written approval for the purpose of ensuring that the National Objective will continue to be met as well as compliance with the CDBG Requirements and the City Requirements. City's approval of refinancing of the Loan or approval of any subordinate financing 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, City Requirements and the National Objective. Developer shall ensure that it complies with the CDBG Requirements and the CDBG CONSTRUCTION CONTRACT Page 9 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street City Requirements and that the National Objective is met throughout the Performance Period. 5.8 CDBG Requirements, City Requirements and the National Objective Survive Transfer. T 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 to meet the National Objective and comply with the CDBG Requirements and the City Requirements_ 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 Developer must repay City in accordance with the provisions of Section 5.6.1.8 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 complying with the CDBG Requirements and City Requirements, and meeting the National Objective. If the new owner or transferee does not assume Developer's surviving obligations hereunder, then Developer must repay City in accordance with the provisions of Section 5.5.1.8 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. Developer shall not begin construction of the Required Improvements until City sends a Notice to Proceed. 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 Director's sole discretion_ 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 Aipplicable 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; (ii) meet all City building codes, and (iii) cannot deviate from the items approved as part of the Environmental Review Record required by 24 CFR Part 58 as more particularly described in Section 8.1 and in Exhibit "A"—Project Summary. CDBG CONSTRUCTION CONTRACT Page 10 Fort Worth Rousing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street 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 570.614 and Section 504 Requirements 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. If applicable, Developer must submit Texas Department of licensing and Regulation ("TDLR") certificates for compliance with TDLR's accessibility standards at Completion. 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 Improvements. 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 and the operation of the project when applicable. Developer shall ensure that all contractors utilized by Developer, subcontractors utilized by Developer's general contractor in the construction of the Required Improvements, or vendors utilized by Developer in the operation of the project are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by the City, the State of Texas, or the Federal government. For purposes of this Contract, the term "vendors" does not include suppliers or materialmen. Developer acknowledges that 2 CFR Part 200 forbids Developer from hiring or continuing to employ any contractor, subcontractor or vendor that is listed on the Federal System for Award Management, www.sam.gov ("SAM"). Developer must confirm by search of SAM that all contractors, subcontractors or vendors are not listed by SAM as being debarred, both prior to hiring and prior to submitting a Reimbursement CDBG CONSTRUCTION CONTRACT Page 1 l Fort Worth dousing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street 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 determines that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's general contractor shall immediately cause such contractor, subcontractor or vendor to immediately stop work on the project and Developer shall not be reimbursed for any work performed by such contractor, subcontractor or vendor. However, this Section should not be construed to be an assumption of any responsibility or liability by City for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to the SAM shall survive the termination of this Contract and be applicable for the length of the Performance Period. 6.7 Furnish Complete Set of"As Built" Plans. Developer shall finish City a complete set of "as built" plans for the Required Improvements at completion of construction after all final approvals have been obtained. 7. TENANT AND LEASE REQUIREMENTS; PROPERTY STANDARDS DURING PERFORMANCE PERIOD. 7.1 Income Eligibility. Developer must use the definition of annual income used by 24 CFR 5.609 to establish tenant income eligibility. Developer shall use the most current HUD Income Guidelines. Developer shall maintain Tenant Documentation sufficient to show that the Affordable Units are occupied by CDBG Eligible Households. This Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Performance Period. 7.2 Income Verification. 7.2.1 Developer must verify that all tenants of Affordable Units are CDBG Eligible Households with full Tenant Documentation at the time the initial lease for an Affordable Unit is executed. Tenants must certify the number of people in tenant's household along with such person's names and ages. Developer shall obtain financial information on all members of a tenant's household. 7.22 Developer must verify the income of the tenants of the Affordable Units annually after the initial lease is executed, but may use a City-approved tenant self- certification elfcertification form as Tenant Documentation. Notwithstanding the foregoing, Developer must verify the income eligibility of all CDBG Eligible Households with full Tenant Documentation every 6th year of the Performance Period. 7.2.3 Developer must maintain copies of Tenant Documentation as required under this Contract. CDBG CONSTRUCTION CONTRACT Page 12 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed income Multifamily Development—904 E. Weatherford Street 7.2.4 City will review Tenant Documentation during the Performance Period as part of its monitoring. 7.3 Tenant Lease. 7.3.1 Developer shall submit to City the form of its tenant lease prior to leasing the first Affordable Unit and every time a change is made to the lease thereafter. Such lease shall comply with the provisions of 24 CFR Part 92.253 regarding the following issues: 7.3.1.1 Length of lease term shall not exceed 2 years and may not be shorter than 1 year for the initial lease term. If the lease is renewed, tenant and landlord may agree to a longer or shorter term. 7.3.1.2 Lease may not include agreement by tenant to allow landlord to take, hold or sell tenant's personal property without notice and a court decision on the rights of the parties. 7.3.1.3 Lease may not include agreement by the tenant to excuse owner or owner's agents from responsibility for any action or failure to act, whether intentional or negligent acts. 7.3.1.4 Lease may not authorize landlord to institute a lawsuit without notice to the tenant. 7.3.1.5 Lease may not include agreement by tenant to waive a jury trial or right of appeal. 7.3.1.6 Lease may not include an agreement by tenant to pay legal costs of court proceeding even if the tenant prevails in those proceedings regardless of outcome. 7.3.1.7 Lease may not include an agreement by the tenant to be sued, to admit guilt or to a judgment in favor of the owner in a lawsuit brought in connection with the lease. 7.3.1.8 Lease may not include an agreement by the tenant that the owner may evict the tenant or household members without instituting civil court proceedings in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties. 7.3.1.9 lease may not include an agreement by the tenant to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. CDBG CONSTRUCTION CONTRACT Page 13 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development-904 E. Weatherford Street 7.3.1.I0 lease may not include an agreement by the tenant to accept supportive services that are offered. 7.3.2 Termination, of Tenancy of Affordable Units. Developer may not terminate the tenancy of a CDBG Eligible Household in an Affordable Unit except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable federal, state or local laws; or for other good cause. Good cause does not include an increase in the income of the CDBG Eligible I lousehold_ To terminate or refuse to renew the tenancy, Developer must serve written notice upon the tenant specifying the grounds for the action at least 30 days before the termination of tenancy. 7.3.3 Revised Lease Forms. Developer shall provide City copies of revised lease forms within 34 days of any change to its lease form. All changes to Developer's lease form shall comply with the requirement of Section 7.3.I. 7.4 Tenant Household Characteristics. 7.4.1 Developer shall provide City with the information about the household characteristics of the first tenant renting an Affordable Unit in accordance with Exhibit "G"—Documentation of CDBG Requirements. 7.4.2 At City's request, I)eveloper shall provide demographic information on all tenants in the project in order to show compliance with Section 7.7 during the Performance Period. 7.5 Tenant Rent. 7.5.1 Rents charged to tenants of the Affordable Units are subject to 24 CFR 92.252 (a) and (b) and are subject to review and approval by City at initial lease up and prior to any rent increases. Under no circumstances may the maximum rent charged to tenants of Affordable Units exceed the High Home Rent. Developer agrees to abide by I IUD-approved schedules of HOME rent levels and the locally adopted utility allowances published annually by the Fort Worth Housing Solutions. 7.5.2 City shall provide Developer with information on updated HOME rent limits so that rents may be adjusted (not to exceed the maximum HOME rent limits). Developer shall provide City annually with information on rents and occupancy of the Affordable Units to demonstrate compliance with 24 CFR Part 92.252 (a) and (b). City shall review the rents for compliance and approve or disapprove them every year. 7.5.3 Any increase in rents for the Affordable Units is subject to the provisions of any outstanding leases for said units. Developer shall provide tenants of the CDBG CONSTRUCTION CONTRACT Page 14 Fort Worth Housing Finance Corporation Rev.07.l3.l b Mixed Income Multifamily Development—904 E. Weatherford Street Affordable Units with not less than 34 days prior written notice before implementing any increase in rents. 7.6 Tenant Selection. Within 90 days of the Effective Date, Developer must submit to City for City's approval Developer's tenant selection policy and criteria that address the following: 7.6.1 The tenant selection policy must be consistent with the purpose of providing housing for very low and low income persons. 7.5.2 The tenant selection policy must provide for: 7.6.2.1 Selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; 7.6.2.2 Prompt written notification to any rejected applicant of the grounds for such rejection; and 7.6.2.3 Bi-lingual leasing and management assistance. 7.6.3 Holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or similar subsidy) must not be excluded from renting a unit in the project. 7.6.4 The tenant selection policy must address non-discrimination and affirmative marketing as discussed in Section 7.7. 7.6.5 Developer must market Accessible Units in the following order: 7.6.5.1 Within the project to persons requiring an accessible unit. 7.6.5.2 To persons on the waiting list requiring an accessible unit. 7.6.5.3 To the general community for persons requiring accessible unit. 7.6.5.4 To persons that do not require an accessible unit. 7.6.6 The tenant selection policy must (i) address the lease requirements described in Section 7.3, (ii) address managing Affordable Unit requirements, and (iii) must comply with state and local tenant/landlord laws. 7.7 Affirmative WMarketinp:. Developer must adopt and implement affirmative marketing procedures as required by 24 CFR 92.351 if the project involves the construction of 5 or more Affordable Units. The procedures and requirements must include methods for informing CDBG CONSTRUCTION CONTRACT Page 15 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multi Family Development-904 E. Weatherford Street the public, owners and potential tenants about fair housing laws and policies so as to ensure that all individuals are given an equal opportunity to participate in the project without regard to sex, age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender. The procedures shall include methods to be used by Developer to inform and solicit applications for tenancy from person in the housing market area who are not likely to apply for the housing without special outreach (e.g., through the use of community organizations, places of worship, employment centers, fair housing groups, or housing counseling agencies.)The procedures and requirements must designate an individual who will be responsible for marketing the project and must establish a clear application screening plan. Developer's affirmative marketing procedures must be submitted to City for approval prion- to implementation; provided however, City shall have no responsibility for affirmative marketing of the project. 7.7.1 Developer shall keep records describing actions taken to affirmatively market the Affordable Units and the project sufficient to enable City to assess the results of the affirmative marketing. 7.8 Property Ins ections During Initial Lease-Up of Affordable Units; Annual Inspections of Affordable Units. City shall inspect units in the project before they are placed into service. City shall inspect the Affordable Units prior to a CDBG Eligible Household occupying such unit to ensure that each Affordable Unit meets the appropriate standards. Thereafter, City will inspect each Affordable Unit annually or a representative sample of Affordable Units. 7.9 Project Maintenance and Inspections During Performance Period. Developer shall ensure that the project is maintained in accordance with all applicable HUD property standards for the duration of the Performance Period, which at a minimum shall be those property standards required in 24 CFR. Part 92. City will verify maintenance of the project to these standards through on-site inspections every year. 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 and completed an Environmental Review Record as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions including if applicable property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance. Any violation of this provision will (i) cause this Contract to terminate immediately; (ii) require Developer to repay City in accordance with the provisions of Section 5.6.1.$ CDBG CONSTRUCTION CONTRACT Page 16 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street within 30 days of termination under this Section; and (iii) forfeit any future payments of CDBG Funds. 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 an Environmental Review Record 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 and this Contract for the duration of this Contract and the Performance Period. Developer will provide access to all files related to the project or Contract activities and services as requested by City for S 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, the CDBG Requirements, the City Requirements and the National Objective; 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 perform desk reviews or on-site monitoring of Developer's compliance with the terms and conditions of this Contract and the Loan. After each monitoring visit, City shall provide Developer with a written report of the monitor's findings. If the monitoring report notes deficiencies in Developer's performance, the report shall include requirements for the timely correction of said deficiencies by Developer. Failure by Developer to take the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein,or City may take all actions allowed in the Loan Documents. 8.3.4 Developer shall annually provide to City the results of any state or federal monitoring related to the project including any monitoring by TDHCA, if applicable. Such results shall be submitted annually to City with the submission of its annual audit and financial statements. CDBG CONSTRUCTION CONTRACT Page 17 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street 8.3.5 This Section 8.3 shall be applicable for the duration of the Contract terra, 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 Mavis-Bacon Act as described in Section 14.14 and Exhibit"H"— Davis-Bacon Requirements - Federal Labor Standards Provisions. 8.5 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 malting procurements under this Contract. 8.7 Cost PrinciplestCost Reasonableness. As applicable, the eligibility of costs incurred for performance rendered shall be determined in accordance 2 CFR Part 200.400 through 2 CFR Part 200.475, regarding cost reasonableness and allocation. 8.8 Financial Management Standards- Developer agrees to adhere to the accounting principles and procedures required in 2 CFR Part 200. utilize adequate internal controls, and maintain necessary supporting and back-up documentation for aII costs incurred in accordance with 2 CFR Part 200.302 and Part 200-303- 8.9 Uniform Administrative Requirements. As applicable, Developer will comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200, or any reasonably equivalent procedures and requirements that City may require. 8.10 Compliance with FFATA and Whistleblower_Protections. Developer shall provide City with all necessary information for City to comply with the requirements of 2 CFR Part 300(b), including provisions of the Federal Funding Accountability and Transparency Act ("FFATA") governing requirements on executive compensation and provisions governing whistleblower protections contained in 10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C. 2324,41 U.S.C. 4304 and 4I U.S.C. 4310. 8.10.1 Developer shall provide its DUNS number to City prior to the CDBG CONSTRUCTION CONTRACT Page 18 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed income Multifamily Development -904 E. Weatherford Street payment of its first Reimbursement Request. 8.11 Internal Controls. In compliance with the requirements of 2 CFR Part 200.303, Developer shall: 8.11.1 Establish and maintain effective internal control over the CDBG Funds that provides reasonable assurance that Developer is managing the CDBG Funds in compliance with federal statutes, regulations, and the terms and conditions of this Contract. These internal controls shall be in compliance with guidance in "Standards for Internal Control in the Federal Government" issued by the Comptroller General of the United States or the"Internal Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"); 8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this Contract; 8.11.3 Evaluate and monitor Developer's compliance with statutes, regulations and the terms and conditions of this Contract; 8.11.4 `fake prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; and 8.11.5 Take reasonable measures to safeguard protected personally identifiable information and other information that HUD or City designates as sensitive or Developer considers sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and obligations of confidentiality. 8.12 Copyright and Patent Rights. No reports, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of Developer. HUD and City shall possess all rights to invention or discovery, as well as rights in data which may arise as a result of Developer's performance under this Contract. 8.13 Terms Applicable to Contractors, Subcontractors and Vendors. Developer understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which are in any way paid with CDBG Funds or who perform 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 performance of its obligations hereunder, including if applicable its obligations regarding the CDBG Regulations, the CDBG Requirements, the City 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, as applicable, with the CDBG Regulations, the CDBG Requirements, the City Requirements and the National Objective as well as the Contract provisions. Developer must cure all violations of the CDBG CONSTRUCTION CONTRACT Page 19 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development-904 E. Weatherford Street CDBG Regulations committed by its contractors, subcontractors or vendors. City maintains the right to insist on Developer's full compliance with the terms of this Contract and the 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 acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and he applicable for the length of the Performance Period and for 5 years thereafter. 8.14 Payment and Performance Bonds. Subject to the requirements of 2 CFR Part 200, Developer shall furnish City with payment and performance bonds in a form acceptable to City in the amount of the construction cost for the project but not less than $2,200,000.00, which is the total amount of the Loan. 8.15 Uniform Administrative Requirements. 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 RE Q L1I REMENTS• 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 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 CDBG CONSTRUCTION CONTRACT Page 20 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street 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 its 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 5750,000 or more in Federal Funds Per Year. All non-federal entities that expend $750,000 or more in federal funds within I year, regardless of the source of the federal award, must submit to City an annual audit prepared in accordance with specific reference to 2 CFR Pari 200.501 through Part 200.521. If applicable, the audit shall cover 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 he submitted to City 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 prior to or with the first Reimbursement Request. Entities that expend less than $750,000 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 agency, City, and General Accounting Office. 9.4.2 City Reserves the Right to Audit. City reserves the right to perforce an audit of Developer's expenditure of CDBG Funds, 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 expenditure, such questions must he resolved within 15 husiness 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 Contract 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 OR PROGRAM INCOME ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY CDBG CONSTRUCTION CONTRACT Page 21 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development-904 F. Weatherford Street 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 1, 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. 10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE COMPLETION DEADLINE. 10.3.3 Final Payment Developer shall not be reimbursed for Final Payment until it submits Exhibit CABG CONSTRUCTION CONTRACT Page 22 Fort Worth housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street "G"—Documentation of CDBG Requirements. 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. 10.5 Timinp_of Payment. Provided that Developer submits Complete Documentation in conformance 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 BelZin or Complete the Required Improvements 11.1.1 If Developer fails to begin construction on the Required Improvements within 6 months of the execution of this Contract, 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 that Developer repay City in accordance with the provisions of Section 5.6.1.8 within 30 days of written notice by City or City may pursue any of its remedies under this Contract or the Loan Documents. 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 CDBG CONSTRUCTION CONTRACT Page 23 Fort Worth Housing Finance Corporation Rev.07-13.l6 Mixed Income Multifamily Development 904 E. Weatherford Street 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, or at City's election Developer must repay City in accordance with the provisions of Section 5.6.1.8. Failure to repay 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 CDBG CONSTRUCTION CONTRACT Page 24 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed income Multifamily Development—904 E. Weatherford Street 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, or at City's election Developer must repay City in accordance with the provisions of Section 5.6.1.8. Failure to repay 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 34 calendar days to cure, as determined by the Parties mutually and in good faith, City shall have the right to elect, in City's sole discretion, to (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to Developer, or(iii) 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 fallow a schedule of actions for carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implement the affected activities. 11.4.2.2 Direct Developer to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 11.4.2.3 Cancel or revise activities likely to be affected by the performance deficiency before expending 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 CDBG CONSTRUCTION CONTRACT Page 25 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development--904 E.Weatherford Street activities. 11.4.2.7 Any other appropriate action including but not limited to any remedial action legally available such as declaratory judgment, specific performance, damages, temporary or permanent injunctions. termination of this Contract or any other contracts with Developer, and any other available remedies. 11.4.3 In the event of termination under this Section 11.4, all 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, or at City's election Developer must repay City in accordance with the provisions of Section 5.6.1.8. Failure to repay 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 termination, Developer shall not receive any compensation for work undertaken after the date of the termination. 11.7 Rights of Citi'Not Affected. Termination shall not affect or terminate any of the existing rights of City against Developer, or which may thereafter accrue because of such default, and this provision shall be in addition to any and all other rights and remedies available to City under the law and Loan Documents including, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terms of the Contract. Such termination does not terminate any applicable provisions of this Contract that have been expressly noted as surviving the term or 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. 11.8 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a breach of any term, covenant, or condition of this Contract shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. 11.9 Civil, Criminal and Administrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or administrative penalties, including, but not limited to those set out in this Contract. CDBG CONSTRUCTION CONTRACT Page 26 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street 11.10 Termination for Cause. 11.10.1 City may terminate this Contract in the event of Developer's default, inability, or failure to perform subject to notice, grace and cure periods. In the event City terminates this Contract for cause, all 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, or at City's election Developer must repay City in accordance with the provisions of Section 5.6.1.8. Failure to repay 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 2 CFR 200, Appendix II, 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 Developer upon written notification to City setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. In the case of a partial termination, City may terminate the Contract in its entirety if City determines in its sole discretion that the remaining portion of the Contract to be performed or 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. 12. REPAYMENT OF FUNDS. All CDBG Funds are subject to repayment in the event the Required Improvements do not meet the requirements as set out in this Contract or in the CDBG Regulations, including but not limited to meeting the National Objective. If Developer changes use of Required Improvements to one that does not meet the CDBG Requirements, the City Requirements, the National Objective andlor other requirements of the CDBG Regulations or the terms of this Contract, Developer CDBG CONSTRUCTION CONTRACT Page 27 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed income Multifamily Development—904 E. Weatherford Street must either (i) repay the CDBG Funds or (ii) at City's election Developer must repay City in accordance with the provisions of Section 5.6.I.$. 13. MATERIAL OWNERSHIP CHANGE. If ownership of the Developer or the project materially changes after the date of this Contract, City may but is not obligated to, terminate this Contract. City has 34 days to make such determination after receipt of notice from Developer and failure to make such determination will constitute a waiver. In the event of termination under this Section 13, all CDBG Funds awarded but not yet paid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds. Any CDBG Funds already paid to Developer must be repaid to City within 30 days of termination under this Section. 14. GENERAL PROVISIONS. 14.1 Developer an Independent Contractor. Developer shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Developer shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members. agents, servants, employees, contractors, subcontractors, vendors, tenants, clients, licensees or invitees. 14.2 Doctrine of Respondeat Superior. The doctrine of respondeat superior shall not apply as between City and Developer, its officers. members, agents, servants. employees, contractors, subcontractors, tenants, clients, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Developer. City does not have the legal right to control the details of the tasks performed hereunder by Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, 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. CDBG CONSTRUCTION CONTRACT Page 28 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed income Multifamily Development-904 F_ Weatherford Street 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, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by federal law, the choice of law shall be the laws of the State of Texas. 14.7 Severability. The provisions of this Contract are severable, and, if for any reason a clause, sentence, paragraph or other part of this Contract shall be detemnined 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 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 el 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 CDBG CONSTRUCTION CONTRACT Page 29 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E.Weatherford Street meaningful access by person of limited English proficiency ➢ The Fair Housing Act, 'Title V111 of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 el 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 Pari 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 seg. ("NEPA") and the related authorities Iisted in 24 CFR Part 58_ ➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 el 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 Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.) specifically including the provisions requiring employer verifications of legal status of its employees ➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A ➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered persons ➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part 23, Subpart F ➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on participation by ineligible, debarred or suspended persons or entities ➢ 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 fart 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, Cost Principles, and Audit CABG CONSTRUCTION CONTRACT Page 30 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street Requirements for Federal Awards, 2 CFR Part 200 et seq. ➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109- 282, as amended by Section 6205(a) of Pub.L. 114-252 and Section 3 of Pub.L. 113-141) ➢ Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U_S.C. 4712, 10 U.S.C. 2324,41 U.S.C. 4304 and 41 U.S.C. 4310. 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 Housing and Urban Development Act of 1968 as Amended (12 U.S.C. Sections 1741 et seg.) 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 11UD, 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 Housing and Urban Development Act of 1968, as amended, 1.2 U S.C. section 1701 u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assisted or HUD-assisted programs covered by Section 3, shall to the greatest extent feasible, be directed to low-- and very-low income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers'representatives 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 seethe notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job CDBG CONSTRUCTION CONTRACT Page 31 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E.Weatherford Street titles subject to hire, availability of apprentice 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 that it will include this Section 3 clause in every subcontract to comply with regulation 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 finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. E. The contractor will certify that any vacant employment positions, including training positions that are filed.- (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. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. F. Noncompliance with HUD's regulation in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. G. With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(h) of the .Indian Self- Determination and Education Assistance Act (25 U.S.C. section 450e) also applies to the work to be performed under this Contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii)preference in the award of'contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). " Section to be quoted in covered contracts ends. 14.11.2 Developer Responsibilities for Section 3 Requirements. City and Developer understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall be a condition of the Federal financial assistance provided to the project binding upon City and Developer, and their respective successors, assigns, contractors and subcontractors. Failure to fulfill these requirements shall subject Developer and its contractors and subcontractors and their respective successors and assigns to those sanctions specified by the grant agreement through which Federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135. Developer's responsibilities include: CD$G CONSTRUCTION CONTRACT Page 32 Fort Worth Housing Finance Corporation Rev.07.13.1 b Mixed Income Multifamily Development—904 E. Weatherford Street 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; 14.1 1.2.2 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; 14.1I.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; 14.1 1.2.6 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 Reporting Requirements. In order to comply with the Section 3 requirements, Developer must submit the forms attached hereto as Exhibit "I" - Section 3 Reporting Forms. 14-11-3.1 Developer or its contractor must report all applicants for employment by contractor and any subcontractor to City on a quarterly basis. This shall include name, address, zip code, date of application, and status (hired/not-hired) as of the date of the report_ 14.11.3.2 Developer or its contractor must advertise available positions to the public for open competition, and provide documentation to City with the quarterly report that demonstrates such open advertisement, in the form of printout of Texas Workforce Commission posting, copy of newspaper advertisement, copy of flyers and listing of locations where flyers were distributed,and the like. 14.11.3.3 Developer or its contractor must report all contracts awarded by contractor and subcontractor to City on a quarterly basis. This shall include name of contractor CDBG CONSTRUCTION CONTRACT Page 33 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development--904 E. Weatherford Street 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 on the Property, shall comply with all non-discrimination requirements of 24 CFR 570.607 and the ordinances codified at Chapter 17, Article 111, Division 4 —Farr 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 111, 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 Discrimination in Employment durinz the Performance of this Contract During the performance of this Contract, Developer agrees to the following provision, and will require for the construction of the Required Improvements that its contractors, subcontractors, and vendors also comply with such provision by including it in all contracts with its contractors, subcontractors, or,vendors: FContractor's, Subcontractor's or Vendor's Name]_ will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. Contractor Subcontractor's or Vendor's Namel will take affirmative action to ensure that applicants are hircd without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. FContractor's, Subcontractor's or Vendor's Namel agrees to post in conspicuous places, available to employees and CDBG CONSTRUCTION CONTRACT Page 34 Fort Worth Housing Finance Corporation Rev.07.13.1 G Mixed Income Multifamily Development—904 E, Weatherford Street applicants for employment, notices setting forth the provisions of this nondiscrimination clause. Wa_ntractor's, Subcontractors or Vendor's Name/ 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 cmployment without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity,gender expression or transgender. fContractor's, Subcontractor's or Vendors /Dame]_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 CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13 Conflict of Interest and Violations of Criminal Law. 14.13.1 Developer Safeguards. Developer shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of CDBG CONSTRUCTION CONTRACT Page 35 Fort Worth Housing Finance Corporation Rev.07.13.1 b Mixed Income Multifamily Development-904 E.Weatherford Street 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 General Prohibition Against Conflicts of Interest. No persons who are employees, agents, consultants, officers or elected officials or appointed officials of City or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with 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 570.511. 14.13.2.1 Developer shall establish conflict of interest policies for Federal Awards and shall provide such policies in writing to City in accordance with the requirements of 2 CFR Part 200.112. 14.13.3 Disclosure of Conflicts of Interest. 1n compliance with 2 CFR Part 200.112, Developer is required to timely disclose to City in writing any potential conflict of interest, as described in this Section. 14.13.4 Disclosure of Texas Penal Code Violations. Developer affirms that it will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. 14.13.5 Disclosure of Federal Criminal Law Violations. 1n compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City all violations of federal criminal law involving fraud, bribery or gratuity violations potentially affecting this Contract. 14.14 Labor Standards. 14.14.1 As applicable, Developer agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S-C. 327 et seq.) and all other applicable Federal, State and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract. Developer agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United .States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance with hour and wage requirements of this Contract and the CDBG Regulations. Such documentation shall be made available promptly to City for review upon request_ CDBG CONSTRUCTION CONTRACT Page 36 Fort Worth Housing Finance Corporation Rev.47.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street 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 assistance provided under this Contract, shall comply with Federal requirements adopted by City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer shall cause or require to be inserted in full 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 Subcontractinp, with Small and Minority Firms Women's Business Enterprises and Labor Surplus Areas. 14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to abide by City's policy to involve Minority Business Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required by City. Developer agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement$54,000.00 or larger, and will further require all persons or entities with which it so contracts to comply with said ordinance. 14.15.2 It is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs'), small business enterprises ("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of supplies,equipment, construction and services. 14.15.3 In order to comply with Federal reporting requirements, Developer must submit the form attached hereto as Exhibit "K"—MSE Reporting Form for each contract or subcontract with a value of$25,000.00 or more paid or to be paid with the CABG CONSTRUCTION CONTRACT page 37 Fort Worth Housing Finance Corporation Rev.07.13.1 b Mixed Income Multifamily Development—904 E. Weatherford Street CDBG Funds. Developer shall submit this form annually by the date specified in Exhibit"K"—MSE Repotting Form. 14.15 Other Laws. The failure to list any federal, state or City ordinance, law or regulation that is applicable to Developer does not excuse or relieve Developer from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Developer's failure to follow the law, if applicable. 14.17 Assignment. Developer shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of City. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. 14.18 Right to Inspect Developer Contracts. It is agreed that City has the right to inspect and approve in writing, 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 to ensure they contain Davis-Bacon Act and Section 3 requirements, (ii) vendor contracts arising out of the construction of the Required Improvements, and (iii) any third party contracts to be paid with CDBG Funds. 14.19 Force Majeure If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, commission or 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, the City Requirements, the National Objective, 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 termination 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 CDBG CONSTRUCTION CONTRACT Page 38 Fort Worth Rovsing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development--904 E. Weatherford Street Performance Period, and shall be enforceable by City against Developer. IS. 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 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. COBG CONSTRUCTION CONTRACT Page 39 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street 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, 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 amount of$1,000,000.00 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 performance or nonperformance of this Contract. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thereof: Commercial General Liability(CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit CDBG CONSTRUCTION CONTRACT Page 40 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street Non-Profit OrganizationLiability 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 S 250,000 Property Damage S 500,000 Bodily Injury per person per occurrence $2,000,000 Aggregate 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. 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. Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating otherwise approved by City. Deductible limits on 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. CDBG CONSTRUCTION CONTRACT Page 41 Fort Worth Housing Finance Corporation Rev.07.13.l b Mixed Income Multifamily Development—904 E. Weatherford Street Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein and any other insurance that might be required by City in City's sole discretion; 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. Notwithstanding any provision in this Contract to the contrary, when applicable, Developer shall comply with the requirements of 2 CFR 200.310 and shall, at a minimum, provide the equivalent insurance coverage for real property and equipment acquired or improved with CDBG Funds as provided to any property owned by Developer. 18. Certification Regarding Lobbying. The undersigned representative of Developer hereby certifies, to the best of his or her knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of Developer, to any person for influencing or attempting to influence an officer or employee of any Developer, a member of Congress, an officer or employee of Congress in connection with the awarding of any .Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment. or modification of any Federal Contract, grant, loan or cooperative agreement. If any funds other than federally appropriated funds have been paid or will be paid to any person for inflitencing or attempting to influence an officer or employee of any 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 Lobbying, " in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this Contract was made or entered into. Submission of this certiftcate is a prerequisile for making or entering into this Contract imposed by 31 U.S C. Section 1332. Any person who fails to file the required certification shall be subject to a civil penalty of not less than SIO,000.00 and not more than 5.100,000.00 far each such failure. Developer shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of federal funds. CDBG CONSTRUCTION CONTRACT Page 42 Fort Worth Housing Finance Corporation Rev,07.13.16 Mixed Income Multifamily Development—904 E. Weatherford Street 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: Jessica Sangsvang 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 Copy to: Neighborhood Services Department City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Alice Cruz, Neighborhood Development Specialist Telephone: 817-392-7322 Developer: Fort Worth Housing Finance Corporation 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Vicki Ganske, Senior Assistant Attorney Telephone: 817-392-7600 CDBG CONSTRUCTION CONTRACT Page 43 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 F. Weatherford Street Copy to: Fort Worth Housing Finance Corporation 1000`lThrockmorton Street Fort Worth,TX 76102 Attention: Aubrey Thagard, Assistant General Manager Telephone: 817--392-7540 Copy to: Shackelford, Bowen, McKinley &Norton, LLP 9201 N_ Central Expressway, Fourth Floor Dallas, TX 75231 Attention: John C. Shackelford, Esq. Telephone: 214-780-1400 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 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 Page 44 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 F:. Weatherford Street EXECUTED to be effective as of the Effective Date. ATTEST: CITY OF FORT WORTH 13V- Mary K , Cit ec tar [. ORndpp C(n� , Assistant City Manager O 'ki h °T Fema71I*[ca M&C C-27212 Date 3131 Farm 1285 Certification: -� APPROVED(AS�TO FORMAN ALITY: Jessica San ang, Ass ant ity A ame 11 DEVELOPER: FORT WORTH HOUSING FINANCE CORPORATION By: Aubrey istant General M ger Date: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CDBG CONSTRUCTION CONTRACT Page 45 Fort Worth Housing Finance Corporation Rev.07.13.16 Mixed Income Multifamily Development—904 E.Weatherford Street EXHIBITS: Exhibit"A"—Project Summary Exhibit"A-1"—2016 HUD Rent Limits Exhibit"A-2"—Environmental Mitigation Action Exhibit"B"—Budget Exhibit"C"—Construction and Reimbursement Schedule Exhibit"D"—Audit Requirements Exhibit "E"—Loan Documents Exhibit"F"--Reimbursement Forms Exhibit IIG"—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"—MBE Reporting Form Exhibit"L"—Requirements for Permanent Supportive Housing Units CDBG CONSTRUCTION CONTRACT Page 46 Fort Worth Housing Finance Corporation Aev.07.13.16 Mixed Income Multifamily Development—904 1 . Weatherford Street EXHIBIT "A" PROJECT SUMMARY FORT WORTH HOUSING FINANCE CORPORATION 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 develop a mixed income multifamily complex on approximately 2.623 acres. The project will have 1 four-story residential building which will consist of approximately 21.9 units including one-, two-, and three bedroom units and a parking garage. There will also be amenities which will include fitness, laundry, and mail facilities. The complex will also include amenities such as a business center, energy efficient appliances and central heat and air in each unit. The project will contain approximately 45% market rate units. Developer will be entitled to make Reimbursement Requests until 60 days after the Completion Deadline. Developer shall notify City if it substantially changes or modifies its project to enable City to determine if such changes affect the National Objective, the CDBG Requirements, the City Requirements, or other requirements of the CDBG Regulations. In consideration for the CDBG Funds, Developer agrees to provide the following information and meet the following requirements: • Designate 16 Accessible Units in accordance with Section 504 requirements and the terms of the Contract. Accessible Units shall be marketed in accordance with Section 7.7 of the Contract. • Designate approximately 55% floating Affordable Units in the project. CDBG Rents will be charged in accordance with the rents set forth in Exhibit "A-1" — 2016 HUD Rent Limits, published annually by I IUD, and shall not exceed the High HOME Rent limit. • Submit Exhibit "G" — Documentation of CDBG Requirements regarding the household income, size, race, ethnicity, gender of head of household, disability status, and rental assistance type for all Affordable Units to be leased. CITY WILL WITHHOLD $25,000 OF THE CDBG FUNDS UNTIL A COMPLETED PROJECT COMPLIANCE REPORT: RENTAL HOUSING OF EXHIBIT "G" — DOCUMENTATION OF CDBG REQUIREMENTS IS SUBMITTED. ■ If the Affordable Units do not qualify as affordable rental housing immediately upon lease-up or at any time during the Performance Period, the City may invoke any remedies provided in the Contract or the Loan Documents. SPECIFIC PURPOSE: The specific purpose of this project is to increase the availability of quality, accessible, affordable housing for low and moderate income City residents in downtown Fort Worth. The project will also significantly contribute to Downtown Fort Worth, Inc.'s Strategic Plan's vision to provide workforce-affordable housing downtown. The project also contains 15 PSH Units which can be counted as Affordable Units. PROJECT OBJECTIVES- The project will provide approximately 219 housing units, of which 55% will be designated as Affordable Units to households earning at or below 80% of AMI. The project also contains 15 PSH Units which can be counted as Affordable Units. Approximately 45% of the units in the project will be market rate units. CDBG DEVELOPER RENTAL CONTRACT--EXHIBITS Page I Fort Worth Hnipsinn Finance Cornoration—904 E. Weatherford St. Rev.07.12.2016 ��yi Int! 1 Is �ei N rl r�i i i i i 1 W4 V P vi 4r 1 q rl ri ri 1"1 I v4 0 w4 0 I 1 I r ri rf rf rl rl qa OD W4 cc -Or loo .i �1 A ri A ei yc N {� N aW4 rigr NG C4 A A A P N OO wl CA ❑ NIn dD 0 fn P4 P C eel i.w I � aQ 0 4r F" 1 940 �r�yy ;� .'r M Grr � 1 i yC � = { WAC lip a A � 3 v � � � y W rr W i]LI A y � a; � �, v3 EXHIBIT "A-2" ENVIRONMENTAL MITIGATION ACTION FORT WORTH HOUSING FINANCE CORPORATION CDBG Funds may be reimbursed for exempt activities; however, CDBG funds will not be paid, and costs cannot be incurred, until City has conducted and completed an environmental review of the proposed project site as required under 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction until satisfactory completion of environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58. Special conditions, procedures, and requirements identified for the project may include and are not limited to mitigation of any adverse effects identified by the environmental review process. The special conditions, procedures,and requirements may differ and are subject to approval by City and HUD. Environmental Mitigations are as follows. 1. Determine if sewer main may need to be relocated depending on Developer's proposed building layout. The Developer will need hire an engineer to perform a sewer study in order to determine if the original 8-inch sewer main is adequate and downstream a downstream wastewater system impact. If an impact is noted, then it must be addressed with a new waste water infrastructure plan that is approved by the City of Fort Worth prior to construction of the Airporter Multifamily Complex_ All actions must be mitigated prior to commencement of construction. 2. The Developer must determine the water demand and fireflow needs, and determine if the water mains may need to be replaced with larger water main or additional water main extension from Hampton Road. The Developer will need hire an engineer to perform a water study in order to note deficiencies and address the increased municipal water demand and possible increased fire flow requirements. If an impact is noted, then it must be addressed with a new municipal water infrastructure plan that is approved by the City of Fort Worth prior to construction of the Airporter Multifamily Complex. All actions must be mitigated prior to commencement of construction. 3. Conduct a Limited Phase II Study at 904 E. Weatherford Street to determine if there is any impact to the ground water and/or soil, from prior contaminant sites that were within immediate proximity of the project site. The findings from the Limited Phase 11 must be mitigated prior to obtaining permits and beginning construction. 4. Follow the recommended layout/design and wall assembly design, including modifications and window/door types noted on Page 3 in the Noise Report provided on 01/27/16 by Marsh/PMK International, existing noise levels documented on the Airporter site to successfully attenuate to at or below 45 dB. The required QITC rating for windows and doors to attenuate the 72dB noise level for an interior level of 45dB is 27. The outside noise will be mitigated by the reduction of the patio space and the internal court buffered by the complex wall. City will provide Developer the executed environmental review record and certifications. Developer agrees to abide by the special conditions, procedures, and requirements of the executed environmental review certification approved by HUD. CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 3 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev.07.13.2016 EXHIBIT `B" BUDGET FORT WORTH HOUSING FINANCE CORPORATION SOURCES AND USES Developer will identify future sources and uses necessary to construct the Required Improvements and complete the table included in this exhibit to the City's satisfaction. Development Name: Mixed Income MultifamilyDevelo meat Priority Ctm truction Loan Permanent Loan Source# Funding Description of Lien Stage Amt. Stage Amount Financing Participants 1 Conventional Loan 2 Conventional Loan/FRA Housing Tax Credit 3 Syndication Proceeds 4 HOME 5 Housing Trust Fund 6 CDBG 7 Mortgage Revenue Bonds Historic Tax Credit 8 Syndication Proceeds 9 USDA/TXRD Loan(s) Other Federal Loan or 10 Grant I I Other State Loan or Grant Local Government Loan 12 (CDBG) Ist $2,200,000 $2,200,000 City of Fort Worth 13 Private Loan 14 Cash Equity In-Kind Equity/Deferred 15 Developer Fee 16 Overatinp,Reserves TOTAL SOURCES OF FUNDS $2,200,004 TOTAL USES OF FUNDS $2,200,004 CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 4 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev.07.13.2016 CDBG Funds Budget Land Acquisition and/or Pre-Development Soft Costs $2,175,000* Construction Hard Costs $0* Holdback** �- $25,000* TOTAL $2,200,000 *Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change. ** City will hold back $25,000,00 of the CDBG Funds until a completed Project Compliance Report: Rental Housing of EXHIBIT "G" - Documentation of CDBG Requirements is submitted as well as the other requirements in Exhibit"C"-Construction and Reimbursement Schedule_ CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 5 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev.07.13.2016 EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE FORT WORTH HOUSING FINANCE CORPORATION Activity CDBG Funds PHASE I Land Acquisition ACTIVITIES: $2,175,d00.00* Closing Costs PHASE I COMPLETE First Payment** $2,175,000.00* by: July 30 2016 PHASE If Demolition/Site Preparation $0.00 ACTIVIITES: Prior to Reimbursement in Phase II, Developer must PHASE II submit the contractor/subcontractor/vendor searches under the Federal System for Award Management COMPLETE 50.00 by: y Ma 30,2017_ (www.sam.gov). Second Payment" PHASE III Must Complete All Construction of Required $0.00 ACTIVIITES: Improvements _ PHASE III Prior to Reimbursement in Phase III, Developer must COMPLETED submit the contractor/subcontractor/vendor searches by: December 30, 'under the Federal System for Award Management $0.00 2018 (www.sam.gov). Third Payment** PHASE IV Lease-up of Affordable Units S25,000.00 ACTIVITIES: Final Reimbursement of Development Soft Costs After the Following Items are Submitted: 1. Rent Schedule for Affordable Units. See Section 7.5 PHASE IV 2• Tenant Selection Policy. See Section 7.6 COMPLETED 3. Affirmative Marketing Plan. See Section 7.7 S25,000.00* ' by: July 15,2019 4. Project Compliance Report: Rental Housin of ` -- EXHIBIT G Documentation of CDBG Requirements Final Payment' (Lease-Up of All Affordable Units)*** TOTAL $2,200,000.00 *Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change. **Developer must submit Complete Documentation with Reimbursement Request to City within 60 days from each of the above deadlines in order to be reimbursed. Failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. ***If milestone is reached before the Phase completion date, reimbursement will be made when the milestone percentage is reached and the City is provided all required documentation. CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 6 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev.07.13.2016 EXHIBIT "D" AUDIT REQUIREMENTS FORT WORTH HOUSING FINANCE CORPORATION CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT AUDIT REQUIREMENTS Organizations expending $750,000 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 6130197 and amended June 2003 OMB Circular A-13 3 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: CABG DEVELOPER RENTAL CONTRACT-EXHIBITS Page 7 Fort Worth Housing Finance Corporation-904 E.Weatherford St. Rev.07.13.2016 Due 60 days after organization's fiscal year end in the year that the proiect was completed:Irequired for all subreci ients Completed Audit Certification Form Due within the earlier of 30 days after receipt of the auditor's report or nine months atter 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, and 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(DMB A-133 Subpart B Sec 200(d). lfadditional information is needed concerning the audit requirements, please call (817) 392-6141. CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page S Fort Worth Dousing Finance Corporation—904 E. Weatherford St. Rev.07.13.2016 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 ❑ Opinion/Report on Schedule of Expenditures of Federal and State Awards ❑ 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. CD BG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 9 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev.07.13.201 b CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT Audit Certification Form Subrecipient: Fiscal Year Ending: 1 1 Month Day Year ❑ We have exceeded the federal expenditure threshold of$750,000. 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$750,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be performed this fiscal year. (Fill out schedule below) Must be filled out if Single Audit or Program Audit is not required: Federal Expenditure Disclosure Federal Funds Pass Through Program Name& Contract Federal Grantor Grantor Ci DA Number Number Expenditures Total Federal Expenditures far this Fiscal Year $ Printed Name Title[Must be CFC].CEO or equivalent) Authorized Signature(Must be CFO.CEO or equivalent) Phone Number Date Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding. Submit this form to the City of Fort Worth Neighborhood Services Department within bD days after the end of your fiscal year. CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 10 Fort Worth Housing Finance Corporation--904 E.Weatherford St. Rev.07.13.2016 EXHIBIT "E" LOAN DOCUMENTS FORT WORTH HOUSING FINANCE CORPORATION PROMISSORY NOTE Date: Borrower: Fort Worth Housing Finance Corporation, a Texas housing finance corporation Borrower's Mailing Address: CIU Assistant General Manager of Fort Worth Housing Finance Corporation 1000 Throckmorton St. Fort Worth,Tarrant County, TX 76102 Lender: City of Fort Worth, Texas, a Texas municipal corporation Place for Payment: City of Fort Worth 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: $2,200,000.00 Loan Authority: The loan evidenced by this Note (the "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 of 1974, as amended, 42 USG 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. Annual Interest Rate: 0% Maturity Date: as described in City Secretary Contract No. between Borrower and Lender for , the CDBG funds (the"Contract"). :r Annual Interest Rate on Matured, Unpaid Amounts: 6% Terms of Payment(principal and interest): Capitalized terms not defined herein shall have meanings assigned to them in the Contract_ 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 used for acquisition and closings costs and the Contract requires that the Required Improvements located on the Property must meet the CDBG Requirements, the City Requirements, and the National Objective for the 20 year Performance Period as CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 11 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev.07.13.2015 more particularly defined in the Contract. Borrower shall fulfill the following CDBG Requirements as more particularly defined in the Contract: I. Build the Required Improvements on the Property. 2. Manage and operate the project to ensure at least 51% of the units are leased to CDBG Eligible 11ouseholds during the Performance Period. 3. Collect Tenant Documentation in compliance with the Contract and the CDBG Regulations during the Performance Period. 4. Comply with all applicable provisions of the CDBG Regulations. Borrower shall fulfill the following City Requirements as more particularly defined in the Contract: I. Manage and operate the project to ensure 15 FSH Units are maintained in compliance with the Contract during the Performance Period. 2. Manage and operate the project to ensure at least 55% of the units are leased to CDBG Eligible Households during the Performance Period. 3. Manage and operate the project to ensure that at least 16 of the units are Accessible Units during the Performance Period. 4. Operate the project continuously during the Performance Period. 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 Required Improvements located on the Property do not meet the National Objective and fulfill the CDBG Requirements and the City Requirements for the 20 year Performance Period, all as more particularly defined in the Contract. In the event of such default, Lender may invoke any remedies provided in the Contract or the Deed of Trust for default. 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, Trustee, or Leann D. Guzman, Trustee, which covers the following real property: Lot 1R, Block 30, Original Town of port Worth, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, Save and Except that certain portion of subject property conveyed to BNSF Railway Company, a Delaware corporation by Fort Worth Transportation Authority, a municipal corporation, by instrument dated July 3, 2012, filed July 5, 2015, recorded under Clerk's File No. D212160570, Real Property Records, Tarrant County, Texas commonly known as 904 E. Weatherford, Fort Worth, Texas 76102 (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 CDBG UVELOPER RF,NTAL CONTRACT----EXHIBITS Page 12 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev.07.13.2016 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 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 tennns of any of the Loan Documents, prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan Documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower (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 indebtedness evidenced by this Note is and shall be subordinate only as approved by Lender through the execution of a Subordination Agreement. Subject to any cure periods provided in the documents evidencing the Senior Indebtedness, if there is a default in payment of any part of principal or interest of any part of the Senior Indebtedness or a breach of any covenants contained in any instruments securing it, the debt evidenced by this Note will immediately become payable at the option of Lender. If Borrower fails to perform any of Borrower's obligations in the promissory note evidencing the Senior Indebtedness or in any instruments securing same, Lender may perform those obligations and be reimbursed by Borrower, on demand, at the Place for Payment for any amounts advanced, including attorney's fees, plus interest on those amounts from the date of payment at the Annual Interest Rate on Matured, Unpaid Amounts. The amount to be reimbursed will be secured by all instruments securing this Note. CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 13 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev.07.13.2015 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. Capitalized terms not defined herein shall have meanings assigned to them in the Contract. 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] CDBG DEVELOPER RENTALCONT RACT— EXHIBITS Page 14 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev. 07.13.2416 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. FORT WORTH HOUSING FINANCE CORPORATION Aubrey Thagard, Assistant General Manager CDRG DEVELOPER RENTAL CONTRACT— EXHIBITS Page 15 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev.07.13.2016 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 Terms Date: Grantor. Fort Worth Housing Finance Corporation, a Texas housing finance corporation Grantor's Mailing Address: CIO Assistant General Manager of Fort Worth Housing Finance Corporation 1000 Throckmorton St. Fort Worth,Tarrant County, TX 76102 Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: City Attorney's Office City of Fort Worth 1000 Throckmorton St. Fort Worth, TX 76102 Tarrant County Lender: City of Fort Worth, a Texas municipal corporation Lender's Mailing Address: City of Fort Worth Neighborhood Services Department Attention: Assistant Director 1000 Throckmorton Street Fort Worth, Texas 76102 Tarrant County Loan Authority: The loan evidenced by this Note (the "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 of 1974, as amended, 42 USC 5301 et.req. 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 CDBG DEVELOPER RENTAL CONTRACT—FXHIDITS Page 16 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev.07.13.2016 Date: July 18, 2016 Original Principal Amount: $2,200,000.00 Borrower: Fort Worth Housing Finance Corporation, a Texas housing finance corporation Lender: City of Fort Worth Terms of Payment: As provided in the Note Maturity Date: As described therein and in the Contract (as defined below) In addition, Obligations shall include compliance by Grantor with the requirements of the CDBG Program more particularly described in Section F. below. Property(including any improvements): Lot 1R, Block 30, Original Town of Fort Worth, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, Save and Except that certain portion of subject property conveyed to BNSF Railway Company, a Delaware corporation by Fort Worth Transportation Authority, a municipal corporation, by instrument dated July 3, 2012, Fled July 5, 2015, recorded under Clerk's File No. D212160570, Real Property Records, Tarrant County, Texas, commonly known as 904 E. Weatherford, Fort Worth, Texas 76102 (the "Property"). Together with the following personal property: All fixtures, supplies, building materials, and other goods of every nature now or hereafter located, used, or intended to be located or used on the Property; All plans and specifications for development of or construction of improvements on the Property; All contracts and subcontracts relating to the construction of improvements on the Property; All accounts, contract rights, instruments, documents, general intangibles, and chattel paper arising from or by virtue of any transactions relating to the Property; All permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; All proceeds payable or to be payable under each policy of insurance relating to the Property; and All products and proceeds of the foregoing. Notwithstanding any other provision in this Deed of Trust, the term "Property" does not include personal effects used primarily for personal, family, or household purposes. In addition to creating a deed-of-trust lien on the Property described, Grantor also grants to Lender a security interest in all of the above-described personal property pursuant to and to the extent permitted by the Texas Uniform Commercial Code. Prior Liens: The indebtedness evidenced by this Note is and shall be subordinate only as approved by Lender through the execution of a Subordination Agreement. Subject to waiver, notice, grace and cure period, if any, if default occurs in payment of any part of principal or interest of any part of senior indebtedness authorized through a Subordination Agreement or in observance of any covenants of the deeds of trust or other loan documents securing a senior indebtedness, the entire debt secured by this Deed of Trust will immediately become payable at the option of Lender. CDBG DEVELOPER RENTAL CONTRACT---EXHIBITS Page 17 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev.07.13.2016 Other Exceptions to Conveyance and Warranty: The Permitted Exceptions set forth on Exhibit "A" attached hereto and incorporated herein for all purposes, to the extent that they relate to the Property. For value received and to secure performance of the Obligations, Grantor conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty. On performance of the Obligations including payment of the Loan and all other amounts secured by this Deed of Trust if required and performance of the requirements of the CDBG Program, this Deed of Trust will have no further effect, and Lender will release it at Grantor's expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to- 1. keep the Property in good condition and repair; 2. pay all taxes and assessments on the Property before delinquency, and not authorize a taxing 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; 4. 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 acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form acceptable to Lender at least 10 days before the expiration of the Required Insurance Coverages. 5. keep any buildings occupied as required by the Required Insurance Coverages; 7. obey all laws, ordinances, and restrictive covenants applicable to the Property; S. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all prior lien notes pursuant to their respective terms and abide by or cause to be abided by all prior lien instruments; and 9. notify Lender in writing of any change of address. Grantor agrees not to- t. do or permit anything to be done that will impair the security of this Deed of Trust. 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. CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 18 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev.07.13.2016 2. If the proceeds of the Loan are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid. 1 Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by Lender from Grantor with respect to the Obligations or this Deed of Trust may, at Lender's discretion, be applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligations, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. 4. If Grantor fails to perform any of Grantor's Obligations under this Deed of Trust, subject to prior written notice and cure period, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including reasonable attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust. S. 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; e. direct Trustee to foreclose this lien, in which case Lender or Lender's agent will cause notice of the foreclosure sale to be given as provided by the Texas Property Code as then in effect; and d. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Obligations. 6. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will- 1_ either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; 2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or implied, by Trustee; 3. from the proceeds of the sale, pay, in this order- 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; CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 19 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev.07.13.2016 d. to Grantor, any balance; and 4. be indemnified, held harmless, and defended by Lender against all costs, expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created by this Deed of Trust, which includes all court and other costs, including reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken against 'Trustee in that capacity. D. General Provisions 1. If any of the Property is sold under this Deed of Trust, Grantor must immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of the purchaser, subject to an action for forcible detainer. 2. Recitals in any trustee's deed conveying the Property will be presumed to be true, absent evidence to the contrary. 3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Obligations is extended or part of the Property is released, unless a Subordination Agreement is executed by the Lender. 5. If any portion of the Obligations cannot be lawfully secured by this Deed of Trust, payments will be applied first to discharge that portion. 5. Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred, including reasonable attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or known threatened proceedings for condemnation of all or part of the Property. Notwithstanding the above, in the event of any fire or other casualty to the Property or eminent domain proceedings resulting in condemnation of the Property or any part thereof, Grantor shall have the right to rebuild the Property, and to use all available insurance or condemnation proceeds 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 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 Lenders 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 CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 20 Fort Worth Housing Finance Corporation—904 E.Weatherford St. ReF•.07.13.2016 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. bender 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 of non- usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 9. In no event may this Deed of Trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural. 11. The term Nate includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. 12. Grantor agrees to (a) keep at Grantor's address, or such other place as Lender may approve, accounts and records reflecting the operation of the Property and copies of all written contracts, leases, and other instruments that affect the Property; (b) prepare financial accounting records in compliance with generally accepted accounting principles consistently applied; and (c), at bender'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. 15. Grantor may not sell, transfer, or otherwise dispose of any Property, whether voluntarily or by operation of law, except for condemnation or to obtain utility easements, without the prior written consent of Lender. If granted, consent may be conditioned upon (a) the grantee's integrity, reputation, character, CDBC DEVELOPER RENTAL CONTRACT—EXHIBITS Page 21 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev.07.13.2015 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. 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'Frust 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 and to expenses incurred in the ownership, operation, and maintenance of the Property in any order Lender may determine, before being applied to any indebtedness secured by the Subordinate Instrument; d. written notice of default under the Subordinate Instrument and written notice of the commencement of any action to foreclose or otherwise enforce the Subordinate Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement; and e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligations and this Deed of`Frust 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 consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any of its membership interests; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, or (3) except for a limited partnership interest in a low income housing project, the withdrawal from or admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender; and (b) the execution, before such event, by the person succeeding to the interest of CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 22 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev.07.13.2016 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 against it or provide a bond acceptable to Lender against the involuntary encumbrance. 18. This Deed of Trust binds, benefits, and may be enforced by the successors in interest of all parties. 19. If Grantor and Borrower are not the same person, the term Grantor includes Borrower. 24. Except as may be specifically stated in this Deed of Trust or the Note, Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. 21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney for enforcement. 22. If any provision of this Deed of Trust is determined to be invalid or unenforceable, the validity or enforceability of any other provision will not be affected. 23. The term Lender includes any mortgage servicer for Lender. 24. The debt and the performance secured by this Deed of Trust is a nonrecourse obligation of Borrower. Neither Borrower nor any other parry shall have any personal liability for repayment of the Loan described in the Contract. The sole recourse of Lender under the Loan documents for repayment of the Loan or performance of any of the Obligations shall be the exercise of its right against the security for payment as defined in the Note. E. Construction Loan Mortgage 1. This Deed of Trust is a "construction mortgage" within the meaning of Section 9.334 of the Texas Business and Commerce Code. The liens and security interests created and granted by this Deed of Trust secure an obligation incurred for the construction or rehabilitation of improvements on land. 2. Grantor agrees to comply with the terms, covenants and conditions of City Secretary Contract No. 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 CDBG DEVELOPER RENTAL CONTRACT--EXHIBITS Page 23 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev.07.13.2016 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 I.ender, 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 used for acquisition and closing costs and the Contract requires that the Required Improvements located on the Property must meet the CDBG Requirements, the City Requirements, and the National Objective for the 24 year Performance Period, all as more particularly defined in the Contract, in accordance with the CDBG Program and the CDBG Regulations. Borrower shall fulfill the following CDBG Requirements as more particularly defined in the Contract: 5. Build the Required Improvements on the Property. 6. Manage and operate the project to ensure at least 51% of the units are leased to CDBG Eligible Households during the Performance Period. 7. Collect Tenant Documentation in compliance with the Contract and the CDBG Regulations during the Performance Period. 8. Comply with all applicable provisions of the CDBG Regulations. Borrower shall fulfill the following City Requirements as more particularly defined in the Contract: 5. Manage and operate the project to ensure 15 PSH Units are maintained in compliance with the Contract during the Performance Period. 6. Manage and operate the project to ensure at least 55% of the units are leased to CDBG Eligible Households during the Performance Period. 7. Manage and operate the project to ensure that at least 16 of the units are Accessible Units during the Performance Period. 8. Operate the project continuously during the Performance Period. 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 Required Improvements located on the Property does not serve Income Eligible Clients and meet the National Objective, and comply with the CDBG Requirements and the City Requirements for the 24 year Performance Period, all as more particularly defined in the Contract. In the event of such default, Lender may invoke any remedies provided herein or in the Contract. CDBG DEVELOPER RENTAL CONTRACT—EX"IBITS Page 24 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev.07.13.2016 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, 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 25 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev.07.13.2016 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. FORT WORTH HOUSING FINANCE CORPORATION By: Aubrey Thagard Assistant General Manager STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on , 2016 by Aubrey Thagard, the Assistant General Manager of the Fort Worth Housing Finance Corporation, a Texas housing finance corporation, on behalf of said corporation. Notary Public, State of Texas AFTER RECORDING RETURN TO: City of Fort Worth City Attorney's Office Attention: Vicki S. Ganske 1000 Throckinorton Street Fart Worth,Texas 761.02 CABG DEVELOPER RENTAL CONTRACT—EXHIBITS Paige 26 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev.07.13.2016 EXHIBIT "A" PERMITTED ENCUMBRANCES 1. Restrictive Covenants as recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, but omitting any covenant or restrictions, if any, including but not limited to those based upon race, color,religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law. 2. Rights of tenants in possession, as tenants only, under any unrecorded leases or rental agreements. 3. The following, all according to the plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas: (a) 10 foot utility and drainage easement; (b) 15 foot sanitary sewer easement; (c) 15 foot drainage easement centered on existing 3x6 storm drain; (d) 7.5 utility easement; (e) public open space easements; and (t) floodway easement. 4. Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: December 16, 1963 Recording No: in Volume 3881, Page 20, Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218,Page 75, Plat Records, Tarrant County, Texas 5. Easement(s)and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: February 14, 1964 Recording No: in Volume 3900, Page 50. Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218,Page 75, Plat Records,Tarrant County, Texas 6. Easement(s)and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: August 31, 1994 Recording No: in Volume 11711, Page 472, Real Property Records, Tarrant County, Texas 7. Lease for coal, lignite, oil, gas or other minerals,together with rights incident thereto, dated March 17, 2008, by and between Fort Worth Transportation Authority, as Lessor, and XTO Energy Inc., as Lessee, as evidenced in a memorandum thereof filed March 20, 2008, recorded under Clerk's File No. D208100631, Real Property Records, Tarrant County, Texas. As affected by Amendment and Ratification of Oil and Gas Lease and Memorandum of Oil and Gas Lease filed July 21, 2010, recorded under Clerk's File No. D210176244, Real Property Records, Tarrant County,Texas. Reference to which instrument is here made for particulars. No further search of title has been made as to the interest(s) evidenced by this instrument, and the Company makes no representation as to the ownership or holder of such interest(s). CDBG DEVELOPER RENTAL,CONTRACT—EXHIBITS Page 27 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev.07.13.2016 EXHIBIT "F" REIMBURSEMENT FORMS FORT WORTH HOUSING FINANCE CORPORATION CD13G DEVELOPER RENTAL CONTRACT-EXHIBITS Page 28 Fort Worth Housing Finance Corporation--904 E.Weatherford St. Rev.07.13.2016 Attachment I INVOICE Developer: Fort Worth Housing Finance Corporation Address: City,State,Zip: Project: Mixed Income Multifamily Development Tax ID Number Phase Number: Amount This Invoice -- —- Cumulative to Date $ - —4 S Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of the contract between City and Agency. By signing this invoice,I certify that to the hest of my knowledge and belief the data included in this report is true and accurate. It is acknowledged that the provision of false information could leave the certifying official subject to the penalties of federal,state,and local law. Original Signature and Date: Name: Title: CDBC DEVELOPER RENTAL CONTRACT-EXHIBITS Page 29 Fort Worth Housing Finance Corporation-904 E.Weatherford St. Rev.07.13.2016 Attachment II City of Fort Worth Neighborhood Services Department Expenditure Worksheet Developer: Fort Worth Housing Finance Corporation _ Project: Mixed income Multifamily Development or � 1 2 3 4 5 6 7 8 9 to 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 34 Total *Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals,if applicable. CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 30 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev.07.13.2016 EXHIBIT "G" DOCUMENTATION OF CDBG REQUIREMENTS FORT WORTH HOUSING FINANCE CORPORATION Capitalized terms not defined in this Exhibit shall have meanings assigned to them in the Contract. NATIONAL OBJECTIVE: A minimum of 51% of the units in the project will be Affordable Units upon completion and remain Affordable Units throughout the Performance Period. CDBG REQUIREMENTS: X. During Term of Contract: Developer will use the CDBG Funds to purchase land located at 904 E. Weatherford Street, Fort Worth, TX 76102_ Developer will spend CDBG Funds on costs associated with land acquisition and closing costs for the Required Improvements. 2. During Term of Performance Period: In consideration for the CDBG Funds provided through this Contract, Developer agrees to provide the following information and meet the following requirements: • Submit annually the attached Project Compliance Report: Rental Housing form and copies of Tenant Documentation for all Affordable Units leased. • Meet the CDBG Requirements and National Objective as outlined in this Exhibit"G". ❑ If Developer is using the attached Certification of Income Statement, then each Affordable Unit leased shall have a complete Certification of Income Statement form in the file. The form will be verified by Developer's staff who will complete the "For Use by Agency Staff only" box at the bottom of the Certification of Income Statemcnt once the form has been verified. o Developer's staff must ensure that at least 51% of all Affordable Units leased have incomes at or below SD% of AMI on a yearly basis(October 1 through September 30). • Ensure compliance with the CDBG Requirements; Developer shall ensure that property management staff located onsite will be provided with a copy of this Contract and a relevant CDBG training manual. CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 31 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev.07.13.2015 s$ • m . L7 e N s' v cC M rr • G � U n w r G a a � F a Z 21 LU 0. � 5 c {� ■x SAF[ 'B W I e 9pEnt S un CL 3 a a � W22 -let �� � €� • • � W Gz7 E _m n• nn • Q� pE Q V � � =W7 tF q� � � � � ■� 9 E � � ID lu r �j � ■ Z � •�i V E � ���� � �.�FL � � � to ❑ � (� :� CERTIFICATIOIti OF INCOME STATEIIENT Applicant Name: Current Address: Phone Household Members and Income (Iuciudin Appirant) Last Name First Name Age Monthly Source/Employer Name Income "PERSONAL INFORNL4TION:(Check one in emh ireaL Optional Infomw6on for Federal Reporting Pl4'IlO ) a. ❑MALE b.❑WHITE ❑BL4CiUAFRICAN AMERICAN ❑BLACIZIAFRICAN AMERICAN&WHITE ❑ FEMALE ❑AmERICAN iNDIANIALASKAN NATr%'E ❑ASIAN ❑AMERICAN INDIAN/ALASKAN NATnT&, 7xwm ❑ASIAN&WHITE ❑NATIVE HAWAI ANIOTHER PACIFIC ISLANDER ❑BALANCE/OTHER ❑AMERICAN INDLANIALASK4N NATI►'S&13LACKIAFIUCAN ANtERICAN c. ETHNICITY d DISABLED e. IS CLIENT WOMIEN HEAD OF HOUSEHOLD ❑HISPANIC ❑YES ❑YES ❑NON-HISPANIC ❑NO ❑NO * TOTAL NUMBER OF HOUSEHOLD MEMBERS (Include Yourself AND everyone who lives in die have.) Total Anticipated Annual Household Income: Certification. I certify that the information I am providing is true and could be subject to verification at any time by a third party. I also acknowledge that the provision of false information could leave me subject to the penalties of Federal,State and local law. WARNING: TITTLE 18,SECTION 1001 OF THE U.S.CODE STATES THAT A PERSON-IS GUILTY OFA FELONY FOR)0;O1►TNGLY AND►VILLLNGLY.NIAKING FALSE OR FRAUDULENT STATENIE1TS TO ANY DEPARTAIEN-T OF THE UNTIED STATES GO►rER.NmENT. Signature of Applicant Date For use by Agency sta onl Household Size: Gross Annual Income: Applicable Income Limit: Is Applicant Eligible? Check if Applicant refused to provide demographic information: ❑ Staff Assessment of Demographics. Person Making Determination: Date: NOTE: Address,income amounts and sources for ALL household members are required. CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 33 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Revs.07.13.2016 CERTIFICACION DE DECLARACIbN DE INGRESGS Nombre del Solicitante: Domicilio Actual: Minim de Telefono: Miembros en el Ho ag r e Ingresos (Incluir eL/la solicitante Apellido Nombre Edad Mej Fuente de IngresoslNombre de Empleador "MOnLAC16N PERSONAL:(Selection wso en sada categoria. Irifonmci6a optional para prop6sitos de WonmKidn Federal) a_ ❑MASCUL JNO b.❑CAUCASICO ❑NEGROIAFRICANO AXIERICANO ❑NEGRaIAFRICANO AMERICANO&CAUCASICO ❑FEMMNO Q mmo A N ERICANOINATrvo DE ALASKA ❑ASLATICo ❑iNDIc]AMERICANo(NATrvo DE ALASKA&CAucAstco ❑AmATico&CAucASICo ❑NATIVO HAWAIANO'OTRO DE LAS ISLAS PACIFICAS ❑BALANCEIOTRO ©INDIO AMERICANO 1 NAM'O DE ALASKA&NEGRO/A.FMCANO AMERICA.NO c. ETNICMAD d DISCAPACITADO e.6ES EL SOLICITANTE UNA MUTER Y CABECERA DEL HOGAR? ❑HISPANO ❑SI ❑SI [ KO-IUSPANO ❑NO ❑NO •NIJMERO TOTAL DE MIEMBROS EN EL HOGAR Ohduye a si miemn y a rodos los que viven en la case} ingreso total del hogar anual anticipado: Certification: Certifico que la information que proporciono es verdad y podria ser susceptible a la comprobaci6n a cualquier tiempo por terceros.Yo tambien reconozco que la provisi6n de information falsa me podria dejar sujeto a las penalidades Federales, Estatales y locales. ADVERTENCIA:TITtrL.o 18,SECCIbN 1001 DEL CbDIGo DE EE.U[T.QUE IINA PERSONA ES CULPABLE DE UN DELTTO POR SABER Y VOLUNTmuk%tEN-rE RACER DECLARActoNEs FALSAs Q FRAUDITLENT AS A CTrALQUIER DEPARTAMENTO DEL GUBtERtiQ ESTADOUNIDENSE. Firma del Solicitante Fella Pare use de em leados de la a encia #De Miembros de Familia: Ingreso Anual: Limite de Lngreso: LEs solicitante elegible? Compruebe si el solicitante se neg6 a dar su informaci6n personal: ❑ Evaluation del empleado sobre infortnaci6n personal: Persona hacienda la determination: Fecha. Note: La direccidn de la rasa r los ingr esus(r sus wigenes) para todos miembros del hogar son requeridos. CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 34 Fort Worth Housing finance Corporation-904 E.Weatherford St. Rev.07.13.2016 EXHIBIT "H" FEDERAL LABOR STANDARD PROVISIONS- DAVIS-BACON REQUIREMENTS FORT WORTH HOUSING FINANCE CORPORATION Wage Determination to be issued at the appropriate time in order to ensure compliance with Davis- Bacon regulations. CDBG DEVELOPER RENTAL.CONTRACT--EXHIBITS Page 35 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev. 07.13.2016 Federal Labor Standards Provisions U.S.Dopartmontof Housing And Urban Dovolopmsnt Oft*of Lubar Releliom Applicability (11 The work to be p*rfgrmod by the ctassifie/tion The Project or Program to which the consifucllon work requested It not performed by a classification in the wags covered by this conlraCl pertains is being*slated by Ih* determinstion;and United Steles of America and the following Federal Labor (2) The ofessfncallen it utilized In the Gres by the Standards Provisions ere Included In this Conlrecl construction Industry;and pursuant to the provisions applicable to such Federal (3) The proposed wage rale, inaluclN any bons fide asslGlancs. fringe banslits. bear$ a reasonable relationship to the A, 1. (1] Minimum Wages. All laborers and mechanics wage rotes contained In the wage determination, snployad or worklnp upon the alts of the work.will be paid (b1 If the contractor Ind the laborers and mechanics to W uncandHi011ally and not ress often thin once a w/*k, and employed In the clasalf zatlan (if known), or their wlihoul subsequent deduction or rob/le on any account raprssanl+llves, and HUD or Its designee agree on the (*xcepl such payroll deduellona as ars permlitad by clestllicstion end wags rata (including the amount rogulations loomed by the Seuatary of Libor under the designated for fringe beneflls where appropriate),a report Copeland Act (29 CFR Part S), The Nil amount of wages of the action taken shill be seal by HUD of IN designs@ to and ben$fide fringe b/nanls(or cash equivatents Ihereoq the Adminlslrelar of the Wage and Hour Division, due at lime of paynsal computed at rates not last than Employmonl Standards Administration,U.S. Department of those conealned In the wage datsrminallon of the Lebor.Washington, D.C.20210. The Adminislfelor.of on S*crelary of Labor which is attached hereto end,made a oulherizsd rapreGenlative, will approve, modify, a part hereof, regardless of any contr/alual Willonship 4111pprove Ivory additional elasairic*lion setloo within 30 which rosy be alleged to exist between the Contractor and days of receipt and so advise HUD or IIs design**or will tuoh laborers and mechanics. Contributions mads or notify HUD or Its designee within the 30-day paned that coals reeton■bly rntklpal*d for bons fide fringe benefits additional lime Is necessary. (Approy*d by the Office of under$0411011 1(0)(2) of the Davis-Becon Act on behalf of klanogament and Budget under OMb control number 1216• laborers or mechanics *re considered wages paid to such 0140,11 Iaboreft or mechanics,subject to the provisions of 29 CFR tc] In the event the contractor,the laborers Or mechanics also, regular contributions msd* or costs to be employed In the olastlnwlian or Ilhelr Incurred for more than a weekly period (but not lost often reprosentailves, and HUD Or III design*+do not agree an rnan gvanerty) under pians, fundi, or programs, which the proposed classification and woos rola (including The cover the particular weakly period, ore dammed to be am0enl designated for fringe benefits.when appropriate).cOnslrucrively made or Incurred during each we*k!y period. HUD at its design** shall refer the questions, including Such laborers and mechanics shall be pold the spproprfsta the views of all intereslad parties snit the racommendelion wage rale and fringe tseneflts on the wags dela minntion of HUD or Its deslonae, to The Administrator for tot the classification of work actually performed, without determin*lisn. The Administrator, at an outharlred regard f0 sklil, except as provided In 29 CFR 6.6{a](1). repfosantallvs,will issue a dslarminstlna within 50 days of Laborert OF mechanics pefforreing work in more than one rscelpt and so advise HUD or Ila deslgn@e or wlli notify 4lessill cation may be compem*t*d at the role specified for HUD or Its deslgnet within the 30-avy parlod that each clessificallon for the time actually worked therein: additional tlm■ is necessary. (Approved by the Office of provided, That tha employee's payroll reCords ICCuralely Management and Budget under OMa Control Humber sof forth the lime spent in Inch clsssincatlan In which 1215.0140.) work Is perforated. The wage determination(including any *ddltional ciassilicalion and wogs rates conformed under lit) The wage rola (including snaps benefits where 20 CFR 6.6(x](1}(BI and Ih* DW9.0econ poster (WH, appropriate)le] ) of this pursuant to subpaid to all 1321)shell be posted+I all times by the contractor and its workers performing(c] of this paragraph, shill io paid to all subcontractors at the Qs of the work In a promineru end conkers frothefi work In the whiclach work lion under this accessible, piece where 11 can be easily seen by the thecscontract from the {lest day an which work is performed in workers. the Classification. (11) (a)Any class of Isborefs or m@ehaniss which is not (111) Whenever the minimum wage role prescribed In the listed In the wags determination and which Is to be contract for a class or Isberers or m/Ghanlca includes a employ [range bon$fit which Is not expressed to an hourly rola,the cofore 4 under the woos d *hall be classified In contractor $ell either psy the benefit as slated In the 4onrorRlsan with the ws0e dation and w HUD shalt wage determination or shalt pay another bona ride fringe spprova an addlllohH efe/tllVcsllOn end wage rets and fringe bedefita Ilrefelor only when the following Crilella benefit or on hourly cash aquivelon!Ihereof. have been met_ (Iv) If the Contfsolor does not maks payments Io a trustee or other Ihlyd person,the Contractor may consider as part D7KIO Previous boom we 06/0414 Page 1 Of 3 ref.klartd"- 1344.1 CD BG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 36 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev. 07.13.2016 of the wages of any iaboror or mechanic the amount of any communlc@1ed In writing to Rho laborers or mechanics costs reasonably anticipated In providing bons fide fringe affected, and records which show the coats anticipated or bonente under a plan or program, Provided, That the the actual cost Incurred In providing such benefits, Secrelary of Labor hes found, upon the written request of Contractors employing apprentices or trainees under the contractor, that the applicable standards of the Davis- Approved programs shall maintain written evidence of the ilscon Act have been met. The Secretary of Labor may regislrallon of apprenticeship programs and cerllficoilon of require the contractor to set sold* In a separate account trainee programs. Rete registration of the apprentices and assets for the meeting of obligations under the pian or tralneos, and the rallos and wage rates prescribed In the program. fApproved by the Office of Management and applicable programs. (Approved by the Office of Budget under OMS Control Number 1216.0140.) Management and Budget under OMS Control Numbers 2. Withholding. HUD or Its assignee small upon its own txl5-0140 and 1216.0017.) action or upon written request of an authorized (II) (a) The contractor shall submit weakly for each week representative of the Department of Labor withhold or In which any contract work is performed ■ copy of all cause to be withheld from the contractor under this payrolls to HUD or Its designee If the agency is s party to contract or any other Federal contract with the some prime the contract, but If the agency Is not such a party, the conlracter, or any other Fed*rally•asslclod contract contractor will submit the payrolls to the applicant sublscl to Davis-Socon prevollinp wage requirements, sponsor,or owner, as the care may be, for transmission Ia which Is held by the same prime contraclor so much of the HUD or its doslgnee, The payrolls submitted shall eel out accrued payments or advances as may be considared accurately and completely all of the information required necessary to pay laborers and mechanics, Including to he maintained under 29 CFR 6.6(e){3)(l) except that full approntices, trainees and helpers, employed by the social security numbers and home addresses shell not be contractor or any subcontrsclor the full amount of wages included on weekly Iranamittels. Instead the payrolls shall squired by the conlract In the event of failure to pay any only need to Include an Individually identifying number for laborer or mechanic, including any apprentice, 1ralrloo or each employee (e.g,. the teal four digits of the employee's helper, employed 0r working on the site of the work, all a social socurily number). The required weekly payroll part of the wages required by the contract. HUD or its information may be submitted In any form desired. designee may, after written notice to the contractor, Optional Form WH-947 Is available for this purpose from sponsor, applicant, or owner, take such action as may be the Wage and Hour Division Web slim at necessary to cause the suspension of any further h1taJ1ivwir.daLc4rlrtr"nlwhdlfocemahrA3jT T'►.h - or its psymertl, advance, or guarantee of funds unlit such successor aIle, The prime contractor Is responsible for violations hove ceased. HUD or Its designee may, after [tis submission of copies of payrolls by all subcontractors. wrllten nonce 10 the coniratior, 41sbursa such amounts Contractor+ and subcontractors Shall maintain the full withheld for and on account of the contractor or social security number and current address of each subeonlractor to the respective employees to whom they covered worker, and shall provide them upon request to are due- The Comptroller General shall make such HUD or Its designee If the agency Is ■ party to the dlsbursoments In the case of direct Davla•Baaon Act contract, but If the agency Is not such a party, the contacts- contractor will submit the payrolls to the applicant a. [li Payrolls and basic records. Payrolls and bsslc sponsor, or owner, as the case may be, for transmisslon to records relating thereto shall be maintained by the HUD or Its designee, lite contraclor, or the Wage and Hour contractor during the course of the work preserved far a Division of the Department of Labor for purposes of an period of thrae yeas Thereafter for all tmberers and Inveallgatlon or audit of compliance with prevailing wage mechanics working si the aIle of the work. Such records requirements. It to not a violation of this subparagraph for shall contain the name, address, and social security a prime contractor to require a subcontractor to provide number of each such worker, his or her correct addresses and social security numbers to the prime classification, hourly rales of wages pard (Including rales Conittelor for Its own records, without weekly submission of contributions or costs anticipated for bona Tide fringe to HUD or Its design&*. (Approved by the Office of benefits or cash equlvalaals thereof of the types described Management and Budget under OMB Control Number In Seotlon I(b)(2)(8) of the Davis-bacon Act), dally and f216-01417•) weekly number of hours worked, deductions mode and (b) Each payroll Submitted shall be accompanied by At actual wages paid. Whonever the Socrotery of Labor has *Statement of Compliance,' signed by the contractor or found under 20 CFR 6,6 (a)(t)[Iv) that the wages of any subcontractor at his or her agent who pays or supervises laborer or mechanic Include The amount of any cost@ the payment of the persons employed under the contract reasonably anticipated In providing benefits under a plan and shell certify the following: or program descrlbod In Section I(b)(2)(B) of the Davis- (11 That the payroll for the payroll period contains the Bacon Act. The contractor shall maintain records which Information squired to ba provided under 29 CFR 5.6 chow that She commllmsnt to provide such benefits is the appropriate Information Is being maintained enforceable. that the plan or program Is financially under 2g CFR 5.ti[a)(3)[I), and that Such Information Is responsible, and thei the plan or program hes been correct end complete: 1'ravtous editions oto obaoielo form"UP4010 tome) Page 2 of 6 ref,Handbook 1941,1 - CDBG DEVELOPER RENTAL CON'i,RACrr—EXHIBITS Page 37 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev. 07.13.2016 f7) That each laborer or mechanic (Including each helper, is not re91slared or otherwise employed as stated sbovo, apprentice, and Iralnee) employed an the contract during shall be paid not lose; than the applicable wage rate on the the psyrott period has been paid the full weekly wages wage dalerrhinallon lot the tlattfficalten of work octuaiiy earned, without rebate, either directly or Indirectly, and performed. In addillon, any appranlite performing walk on that no deductions have been made either directly or the Job sit■ In excess of the ratio permitted ander the Indirectly ftom Iho full wage$ earned, other than registered program shall be paid not leas than the permissible deductions as Set forth in 29 CFR Part 3. applicable wigs rate on the wage determination for the (31 That each ieborar or mechanic has been paid not leis work actually perforreted, where a contractor is performing than the applicable wage fates and fringe benefits or cash construction on a project in a locality other then that In equivalents for the classification of work performed, as which its program Is registered, the ratios and wage rite$ specified In the applicable wage determination (expressed In percentages of the Journeyman'* hourly Incorporated into the contrail, rate) specified In the contractor's or subcontractor's (C) The weekly suhmisslon of it properly executed registered program shall be observed. !Every apprentice must be paid ai reel lest than the rale specified In the certification eel forth an the reverse side of OptionsuForm mu dared program for the hen the rele's leve! if progress, WH-347 shall satisfy the►oqufremanl for submission of the regexpressed es a percentage of the Journeymen hourly rale .3.(11'Statemanl of Compllanc*' required by subparagraph Splcilled In the applicable wag* daterminatfon. (d) 'The falsl}leatlen of an of the above cerllfluatidns may Apprenllcae shall be pall fringe benefits In acoordsnoe Y y with the provisions of the apprenticeship program. If the subject the contractor or subcontractor to civil or criminal apprenticeship program does not specify fringe benttlts, prosecution under Section 1091 of Title 10 and section apprentices must be paid the full amount of fringe bonallts 231 of Title 31 of the United Stalas Code. listed on The wage determination for the appllcstrla (III) The contractor or subcontractor shall make Iho classification_ If the Administrator determines that a records required under subparagraph A.3.(I) available far different practicer prevalls for the applicable apprentice Inspection, copying, or transcription by authorized classification, fringes shall be paid in acoordsnca with that representatives of HUD or Its dsatgnee or the Departmenl determination. In the event the Office of Apprenticeship of Labor, and shall permit such reprosonlativee to Tralning, Employer and labor Services, at a State Interview employees during working hours on the Job. If Apprentfceship Agency recognised by the Office. the contractor or subcontractor falls to Submit the required withdraws approval of an apprenticeship program, the records or to make them available, HUD or its designee contractor will no longer be permitted to utilize may, otter written notice to the contraCtor, sponsor, spprentices at less then the applicable predetermined rate applioant or owner, take such action as may be necessary for the work performed until on acceploble program Is to cause the suspension of any further payment, advance, approved. or guarantee of funds. Furthermore, failure to submit the (le) Trainees. Except as provided In 20 CFR SAII. required records upon request or to make such records trainees will net be permitted to work at lest than The available may be grounds for debarment action pursuant to predetermined rate for the work performed unless they are 20 CFR 5.12, employed pursusnt ',b and Individually registered in a 4. Apprentices and Trainees, progtarh whiter has received prior approval, evidenced by 11) Apprentices. Apprentices will be permitted to work at formai certification by the U.6, 0epartment of Labor, less than the predetermined rate for the work they Employment and Training Adminlelretion. The cella of performed when they are employed pursuant to and trainees to Journeyman on the Job alta shall not be greater Individually registered In a bona fide apprenticeship than permitted under the pian approved by tho program eagixlered with the U.S. Department of Labor, Employment end Tralning Adminislrstion, Every Itsinee Employment and Training Adminlstsellon. Office of must be paid at not less then the rate specified in the Apprenticeship Training. Employer and Labor Services, of approved program for the trainee's level of progress, with a State Apprenticeship Agency recognized by Ino expressed as a percentage of the Journeyman hourly rats Office, or if s person Is employed In his at hot first go specified in ate applicable wage dolermlastlon. Trainees days of probationary employment as an apprentice In such shell be paid fringe banellis in accordance with the an appfonticeshlp program, who Is not Individually provisions of the Italgee program. If tits tralntl program registered In the ptogram, but who has been certified by does not mention fringe benefits, irainaes shall be paid the Offica of Apprenticeshlp Training, Employer and Labor the full amount of fringe benefits listed on the wage Services of a State Apprenticeship Agency (where determination unless this Adminlstrator of the Wage and appropriate) to be eligible for probationary employment as Hour Dlvlslon dotermines that there is an apprenticoship an apprentice. The allowable ratio of upprentices to program associated with the c*rrespondlno Journeyman Journeymen on the Job site In any craft classification shall wage rate on the wage determination which provides for not be greater than the relic permitted to the contractor as less Than full fringe benefits far apptenlices. Any to the entire work fort* under the registered program. Any employee listed on the payroll al a trainee rate who Is not worker listed an a payroll at an apprentice wage rate, who reglslerad and partteipating In a training pian approved by prevlan eddons are obsolete farm HU0401e4f1Dfi} Page 3 of 5 ler.Handbook 1344.f CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 38 Port Worth Housing Finance Corporation—904 E.Weatherford St, Rev.07.13.21016 the Employment And Training Admialstrallon shall be paid awarded HUD contracts or participalo In HUD programs not leas than the applicable wage rate on the wage pursuant to 24 CFR Part 24. determination for the work actually performed, In addition, III) No part of this contract shall be subconiracied to any any train** performing work on the Job slfe In excess of person or firm Ineligible for award of a Government the ratio psrmltted under the reglalared program shall be contract by virtue of Section 3(1) of the Davis-$aeon Act paid not lees than the spplicrlblo wage rete on the wage or 29 CFR 6.12(x)(1) or to be ewa►ded HUD contracts or determination for Ih* work actually performed. In the participate In HUD programs pursuant to 24 CFR part 24. event the Employment and Training Adminlstrallon wtthdrawa approval of a training program, the conlraclor (Ilij The penalty for making false sleternents is preacrlbod will no longer be permitted to uNflt:e lralnoes at less then In the U_$. Criminal Code, is U.S.C. 9001. Addlticnaily, the rpptleabl* predetermined rata for the work performed U.S. Criminal Code. Section 1 01 d, Title 1b, U.S.C., unlit an Itabaccelo pre etermingram is ole for 'Federal Housing Administration teansoctfons', provides In part: 'Whoever, for the purpose of . , . lnftuencing in any (Ili) Equal employment opportunity. The utilization of way the season of such Administration...., makes, utters or opprantices, trainees and Journeymon under 29 CFR Part 6 publishes any statement knowing the same to be false..... shall be in conformity with the equal employment shall be flned not more than 55,000 or Imprisoned not opportunity requirements of Executive Grd*r 11246, as more than two years, or bola.' amtndod. and 29 GFR Part 30. 91, Complaints, Proceedings, or Testimony by , Compliance with Copsiend Act requirements, The Employees. No laborer or mechanic to whom the wage. contractor shall comply wlth the requirements of 29 GFR safety, or other labor standards provlslons of this Contract Pert 3 wtllch ■re Incorporated by reference In this contract are applicable shall be discharged or In any other manner E. Subcontracts. The contractor or subconlractor will discriminated against by the Contractor Of any Insert In any subcontracts the clauses contained in subcontractor because such omployeo has filed any subparagraphs f through 91 In this paragraph A and such complaint or instituted or caused to be Instituiod any other clauses as HUD at its designs* may by appropriate proceeding or hes testified or Is about to testily in any inatruclions require, and a copy of the applicable proceeding under or relating to the labor standards prevailing wage decision, and also a clause requiring the applicable under this Contract to his employer. subcontractors to Include these clauses In ■ny lower ifee N. Contract Waris flours and Safety Standards Act. The subcontracts. The prime contractor shall be responsible provisions of this paragraph 0 are applicable where the amountaf the for tate compliance by any subcontractor or lower tier prime contract armeeds $1.00.000. As used in this paragraph, the subcontractor with all the contract clauses in this lorms'iaborers-and modunk include watchmen and guards. paragraph. (1) overtime requirements. Ro contractor or subconlractar t. Contract termination, debarment. A breath of the contracting for any part of law contract work which mai,require or contract clauses in 29 CFR 6.5 may be grounds for invoW the employment of laborers or mgchanlrs shall require or termination of the contract and for debarment at ■ perms any such laborer or mechanic In any workweek in whlch the contraclor and a subcontractor as pinvided In 20 CFR Wivk*ysi is empleyod on suctl work to work In Crcool of 40 hour*in 6.52. such workweek unless such taborar or machank recsivts ll. Compltaitc*with Davi#-ELPCon and Related Act Requirements. compensation at a rate not leis than and and ore•I►alt times the basic All rulings and interpretations of the Davis•Seron and rate of pay lar so hours worked In excess of 40 hours M such Related Acts contained in 29 CFR Parts 1, 3, and S are weiirweek. hareln Incorparsted by reference In this contract (2) Violation; liability for unpaid wages; liquidated 1, Disputes concerning labor standards. Disputes damages. In the event of any violation of the clause set arising out of the labor standards provisions of this forth In subparagraph (1) of this paragraph, the contractor contract shall not be subjoct to the general disputes and any subcontractor responsible therefor shall be liable clause of this contract_ Such disputes shalt be resolved In for the unpaid wages. In addition, such contractor and accordance with the procedvras of the Departmanl of subcontractor shall be liable to the United States (In the Labor set forth In 29 CFR Parts d, S. and f. Disputes case of work done under contract for the District of wlthlo the moaning of this clause include disputos batwxxn Columbia or a territory, to such District or to such the contractor (or any of its subconlractors) and HUD or territory), for liquidated damages. Such liquidated IIs designee, the U.S, Department of Labor, or tate damages shall be computed with rospoct to each individual *mpfoyats or their representatives. laborer or mechanic. Including watchmen and guards. 10. (1) Certification of Eligibility. By entering Into this employed In violation of the clause sat forth In contract the contractor cerlifloa that neither It (nor he or subparagraph (1) of this paragraph, to the am o1310 for each she) nor any person at firm who has an interest In the calvndot day on which such indiHdual was required or pormitfod to contractor's firm fa a person or firm ineligible to bo work In excess of trio 64mclard wo+kwook Of 44 how$%vithoutpaymant awarded Government contracts by virlu■ of Section 3(a) of of the overtime wages roqulr*d by the clauaa aat forth In sub the Daws-Bacon Act or 29 CFR 5_12(e)(1) or to be paragraph (t) of this paragraph. Previous edition*erg obaolttda fear MD-Mc(Dorm) Pape 4 of b ref.Handbook 1344.4 CD BG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 39 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev. 07.13.2016 (3) Wlthhotding for unpaid wages and Ilquidated damages, HUD or Its designee shall upon Its own action or upon written request of an outhorixed roprpsentative of the Deperlrnant of Labor withhold or cause to be wlthheld, Item any money& payable on account of work porformad by the conlractor or subcontractor under any such contract or any other Federal contract with the some prime contract, or any other Fodorally•essisled contracl sub}ect to the Contract Work Hours and Safety Standards Act which is held by the same prime contractor such turns es may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated dan►ages as provided In the oleuse set forth In subparagraph (2) of this paragraph. (4) Subcontracts. The contractor or subcontractor shall In=ort In any subcontracts the clauses set forth In subparagraph (1) through (4) of this paragraph and also a clause requiring the subcantraclors to include those clause$ In any lower llor subcontracts. The prime contractor shall be tesponslble for compliance by any subconlractor or lower liar subconlractor with this clauses set forth 1n subparagraphs (1) through (4) of this Paragraph, C. !Health and 3a toty. The pmvtstons of this Para grapb C are applicable where aha amount of the prima control exceeds 31 MOM 11) No laborer or mechanic shall be required to worst In surroundings or under working conditions which are unsanitary, hazardous. or dangerous to his hsallli and safety as delermined under consfrvetion solely and health standards pramulgoled by Me SAcralary of Labor by regulation. 121 The Contractor shall comply with all regulations Issued by the Secretary of Labor pursuenl to Title 29 Part 1026 and failure to comply may result in imposition of sanctions pursuant to the Contract Work Hours Ind Safely Standards Act, (Public Law 01-04. 03 Stat 00). 40 usQ 3701 at sae. (3) The contractor shall Include the provisions of this paragraph In every subcontract so that such provtsiono will be binding on each subconlractor. Thu contractor shall take such adipo with rpspoct to any subcontractor as the Sscrolsry of Housing and Urban Onvelopment or the Secretary of Labor shall direct as a means of enforcing such provlsions. Pmim eddlaas aro obsotole lei M MUD4010[g8rtM) Page B of 0 mt.Handbook 1344.1 CD BG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 40 Fort Worth Housing Fina nee Corporation-904 E. Weatherford St. Rev. 07.13.21716 EXHIBIT "I" SECTION 3 REPORTING FORMS FORT WORTH HOUSING FINANCE CORPORATION CDHG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 41 Fort Worth Housing Finance Corporation—904 F. Weatherford St. Rev.07.13.201 b E3L'M1T T 5ecddm 3 Swfrrnary Repwt UA GeMIFFM a"W'aaq 0M►er r No. MUS-MM3 Erorrr F.-owa mw for ane Innen oeftmPm lx reap.f 1 rMM) Lor—and Very L Mln me Plr m OrNz ar Far m0wo ■�rr kw•r wre��a..a�mrtrwe ipw wOft a rrrw MAw a" i :neer rrmk~ GN ft> > Ter•.taR arwwa wmfti a iryr rt Grr 7�m fyK tr me1h•erw MMI FMt[ aaa r"Col/nret 0 C am a as f4WL anuec tiev+ares REL= • a6 El T 1.0 mematam %t%ompm ft.•r alp/M•m ammewt%mom? La Cir RrFor Iti 4w t M lyre mfft .mwm k swam!AO•ft+ 71trrr Teda1R31rs CCs7uaan"mum'L,%1 Tsar Tfa Treat TOM Tram Tom •1hIwlqr cwm 1.pt/�arae•lrra a•Mrarr r Arwrr a.mali!r awwml t.ti/iu army A•Dwmrrrt S �K� a•drr m��� a.ap- /.h�lrAwmmira/ r.Oltrlrr/aDowsa C•mmew"Nomm T•S! �rrrR r�t t7 trara�aaa�l�r1 M?a C/al l� CABG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 42 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev.07.13.2016 Pat It COnaaoft�Arrrrllld 1 CAP§Wweke Coldecw A Fold d0w rwsnl dig wrwmsl emwdrd m Sw a qrd i e Far aarw w+wr a a..w.ee�rrs.era s.drM 3 sa>re�m i C Pwrrrd aw a dWNW i wmod r.o mn om*Pd d t s.,:Mam 3 x D rayl unarm of 6rewrr!bw r mc*drq comvM 2 Mw+Ca.wridYam Carer! A Torr dAw r.aw d aw"awnevewv"owftmft awned an 9w t 8 Terve darn aurae of mm+csravlrw arinad mowde!w qm*m 3 bomMm m i C remmm"p aver rear dam weary and rrer a mmdmd b 9.clr..3 7s O TON eu+- d OwMa".1 trAYMwrire NWOMU nwl ma rOw csrwee! ra/t■- 8w wham hACik We eibRS"a*Ib MW Vw w-!plvyrnerd MW COW commnK X9FhKitSCe peswsall4 by Ifl��rrr i!�>Q 7�hbtariQ ild a'JrrrTrere�drYetaRTICR PmgrxVm t4 wme I'Mod*come,"Awd Or ow MY X w-!lC:O M PUSWtw.pwesc�h mbar am iR p�oti errlrneeetammarmceumasm (Cham all vw aver) AIlrraaea to reCrum Ipw-iriC>J ile reieltdna Ceokw: om adva yr1Q ffw% 'signs por,0mtey o1QPdyed ai ew Opceii ltl, mneam WM We cwmnur b drgw cmlw wed puM or prrame a)f11C m Operm&q On"ole iereaepawm Own for rCPU leumpomm Ca mbn in whch we 8eckm 3 em eyed prC¢a*+Cr pepbo a reat Or 000 meblGd. Pwsc*md In a HW prvaam or cover pbpram unch ppom ale taa+a+Q crsrrpiop imm or 60MM 3 rlsldertd pwlldpmd K a KM pmwwn or oe+er ptau ldrdi pronxwes are arra orCorraotr n ttushe=CC0lMTCL MFA&meet WW deFdd m of Secbm 3 bum ew mrerzmm Coordlraftd w M Fos ft"Proprwft aarnriizWw t ww meadpaefan ams M mftch so Sedan 3 MwWMpr Cl is ocawlO Choc,descrte bebw Pvaac repar1br rrs cdrarow a Inas rMM rs e$b 10 ra ttme far rerlewerp&MOO 9lM. 7laldla+p esysi a are sources,qi~ seed maaAsrneeq»x Olta nee'aea.orad cbmpielrp acrd It mewb ole maec9m at nftrmmmm Thrs arera4r may no cdledl/ss 0 emllrlarn,and rm are not rea6a"b com+viME this twn Ur"m K dwpa>rs a c rremy void OLNG nnner. SecWn 3 GeV*r busln0#did Wbart OevereveM Act or 1968,as Mfffi$ft 12 U.S.Q 170114 rrdn4aees east the D=MmeM a mfes am enlpn p me am aW w ccDnomic aMarh Aes ger+efraed by is rmusM vend Caftm fly deMebpnerk as tstser[e p wwm ale dmeevm romp Iver•and v ry`bw wbmrne powm.parkuwV few who are lememb d Oom n-0 a2&btwwm housh0- The reQUUM rn ave bdia at 24 CAR Pmt 135. The hbr-WOan ort be coca by the Dawrenere to mwftr Pop 0 nxM*M mrraiweer+Mh Se=n 3.n asset 4m nmurs of"D=mvnemrs effaft in m K rim sbersbry dOedhes at BteCSM X ID prrpwre IepM b Coll M=.MW try recVW as seFin dlwM WM The daft b entered hb a 6100 re and OW Oe anwyltmd ab dlMo let The rose MM d I-tOl LO n envalves M430 errs rMjw lm3i F eft 13 6V ICEN asaaMrvrr 1Q naarr4 MM Lw l 40 W dewetpl%o PM9rMw cd.ee I I el Seom 3. Trrt rllvrrn" ural be mid hrr%Mry to asrbe K0 in-Im"p ea repordv0 IMme to under Secbm 8tteicXG)d uee Feer Holahp Ad w4 8eMw 9 S Gf wre HCGA ar l M AnamuarKe ar coWkNrGWW M nd apptmblr b 1lwi ltwrrt TAe Prlk%q Add 19174 WW 0M Cfcuar Ar10!are not aPPmmble. The mpar!»Q do not ova*arrrl senllpre mlesdbrrs Oat!Is Cwnafrre;yerww kkrdw erg Mmud 0n is nd elouded_ ftgp Z r Z row rrdb odor n%wa OW]A cm qe CDBC DEVELOPER RENTAL CONTRACT—EXHIBITS Page 43 Fort Worth Housing Finance Corporation—904 E. Weatherford St. Rev. 07.13.2016 Form HUD-3 MZ tiamllon 3 itwwwwy PaOorL EaanonQo OPParbatnrbee rvr Lav--MW VwV Luw-flaeRM Pnsone. eswrwr&=*- Tkkb%M RIP be mesad%mree WO&W a P+odAw Cao Eris M smapMspltme powsw earls m ansa d omarselwLlvLea M-0900"NO a amd dhm GCM-Arrwc to eighma d as pram appoltieArw vv+Mld sa wf r+e lam paaaw+s under tl A w Nano EMN so Gama of Mw t4tryos eswaopa.4rq Sodhos 3 d ds r$a wty clod Man I]o mbpnea►ors d MM Do am on-0%000 COW ra ft@*Ow 6 SM&M a asp&doss as ZM ww Aswe Not wow A wasaft pagna es Owl nnwdrr M dwisk"o d eaaalaloncs OLwr•aws to Paw t. Fos"laawat aur imaralM OppwhWn= Sralwa S dr el S I Mu*p Ad d lr]T Intl M7 W M Q meso CuMoso A. Cmeaft wwkm pah w+P+r+ OnAwaseinmis we Immure ra SwAm 9 d we U S ea Ding Amt of midi w(% ddrrod"passe On Rasa opsaw,YGIrI A don I I Vs ewdw'+tfcasn prima lwrsre b li M*M l4*f g0 t)S T6XIM sed up wAmwk Mcklimm Gash amt!*areae*dad adnpir as 1937 Ord to 1, M d lmoft caw and oaawwrrLwry dsr "ILpGrrm1 ptdrwnvwoS Fe awdlidun pod oft 1Y sada iso*ed■aMAfm rawhwea IN wcaaaa d MaaMAMd amps,c>•d F.o 111 rmuawv w M celurar h rrssLAd1 f Ur arras ZaeAm rrtww psaawr mamro ,showtown;naudna"doc a"end&bow-o a or Iu"ba d peer[ aroIFL" The efipwy d'iwoar osyrrdw ta=A*dkft GLdL Aa arerLaflrt 0'1 awls V cwak La#r•,o a)dna waaf+e—abaakmr erdw ut"bo a peep rid w ennaraao sAf sawbo wr+wow rr soca+of$MdfM Capone M. dfara0LAArGt Fb** Efem 11mr rorwfai Of foo WeM la saawrtadle orrmaom VAb tts Swao►]-M mac ocb^ rm:e nalayed- d Grose abumand AR Csi010 A w Cenrdadn Afar Force HUD4 d=hes free pew rAae I we an tw owrlrwe to no meed Aenw We+dor tti at swan Lars M ne an rG emaafmdWs as Pypw ca sow IV Seclw.S PIM I sanam 10 ur�ap.urer s rral*s[e paged 111 rnmpryMwati d Mrs feaa d ersdw br M and! IM TM sft*mn 3 c r mom—do Give pts of Laws to Brien]osasud oa¢wynswaM I VQ Ssi eftaw an We deals of go nur6w d 4sw aosatrroa ■ward be nes hka kchwa++e It DL E and F) Pare 11 OF Mn fwewl Cnlwe C: f oodwasay/1U*iEerr an nwolaar d Semis S row nwwmm as eases sae Pot a arrwasoro Mcamo'a ow"sr w Was to sse I a - d urease sea dlW K Coleman A k moo Sayan 3 reaadon ana*Ara card Soic om S new car+doe is•Swoon S A@dprea r easararG 1184af to Sown]Lw 0bMSMO ra nnna rhe am as Ile am r a wbuice is x ado w"pod IN Mswcan fipn-c I & moarwrrsban sr aaeakq the rM 6%www .apgwsre a r1w*caro d suer for car Sadfem 3 aama.arf wand r MM=Qww to taawv and=rr ra,nwy 4 p'oaomo we a a the flaar d MmW d%C@w 3 carred es"Unta dews we fonC+dww M Carrs go preormso d as we amt hewas of erw Maas isosar S cowood ssrroass arra*Lass ars am of ria asp w f0 i'klsn S nsrdMAk in oawsdaM awl Ula owed AIL O I m odt w am Cam d Fre 1 bwa and Cas OpparOrah Cabs E. Few so Of Me oleo ddf saws w www far VOWN ds pee**fry asessamra MM*w sn OVUM sw*w S o"Ob amo and RarwMmas"fir two look aepos" pwifto ww=aeaLLsll fr• sen]Lmepal s b A+cor s!R Mrs eft oft sword nod. 1 cad Pumas ti padre*s card 104Gr erre Mos ft 0MVEM POISPI eaaa Iters r salad MM os poa/ms Messed vMfraGsnrs MOICA rn sol NOW"ora Basun car AW50%b b ewe Cainawa F_ ObMfid ey fid4 Ess fes awn"of Sallee.3 aAdmlwwt toy JanLm v V awf,a we oftied ords ashro caum" r ST, smokier"own!aims+w eoAnoder ash so osmrf radrw T A 8we d para urwrOssen [aa►Y err IMeMLarrw w Peat t Catera Clkp wkrom sllubMd Arpaper!la"M talo+aMMenr eswwdjwrArda olM&1. cnrYu lfian Oaheft orapeArp waega of of ncSdro a and dlwr Bassa f cs"oel has A. Ear go ewe dAm s o wr d art arwbslo Raided a to opme Ldomm are sae comoulrra paNAearpsw kM Paid MR, Ertl to Paw C dk=mens srrr IL Ear stn ase adb.r so"" cawA c000r•Mmd SIR Mit I kick, Eftw aw now red oddsno of wo w0fis r so q*00 a us lid were wwrdsrd w 4ssow 3 eLrwrsaino rarrnlr !alafive esuzz how C. ELar nr pweML0 d*a k"*ON-swage d memo 2 Faded afwe%zakwm EIr Me sueis fled ompase at on owarrJod naso this pwwp1irec 0 urmawd C S MSM 3 ewoimwwwrw Good Imam$aeMr disalaak The ease w be a pwt *cam M Ear the rward{ar d Smclam]twmdloew aacwhA+11 owo4 mapwdlrr owo pond OF cordal @k"2 Co ala m a Clan elelrtira dArrd Eteo Mow doter oawrdl rnralmmd b ire ■sG A. Err Be coed*Aw wwwN d at mems*wooded a*to mored&AM.sorwedbir e a moa- I pqs 1 "MI[ 4 i S *bard Prlroedp4rprs Ear arca nLwe■a ore tear fdLas era•ao her.IL Emr the ewe ddsr weawee of Meade o wdsend wM Mme of for p ac r nae Ww wlwAp dSo word oras to acoa ra per,!nwmdaad Ip&NAM S bmwmm ra wslprawwrNon,d Saeeaeo S s m C. Ens no- of to UM deem oeww e of aeleGds f! f+lapwaa lawbad k won to One trrcd 0"-*m led r ww7 m+mw:sod 0Mh Ara psepweeporpewm 001000 to S *Mn]bass+rern Mor Vaal rawLers JNw M. Ea11e ora Aaawar d 90 mm"a kwunco a.r>wLr.y rwaserw 7 Deas Amp*Swl*d Ear Be apse!Lor,aa* V%na. SLmvsary ce fraft_Saw so!- was !!canna Gus i 11 Mw It Vft LaesLdt to!cam Paid Mrwlawrr4 rice to Fre tft r mod Easel Oppae ok ■Me assay bora to T1s Saaae"may a01Ldsh M.rar.a'amp,hole La woaw Rom Ale paroaft lwlfslrwrca caw r wwpnmRaa6 b Vas CeplTraam dot rm Tis 9rsrar] of be wrrlrL to 09 was an to twirl►of Me Seaga*"Uous aadl 11101 Now r aaff" d a jw%wr Id ra*edrs err f Lasa aA aaarctaala amadou we LwwassY OrLswe to F 1 e.mAo d orswfomdlas cow raMY on poAeaa*Pried in son a PKwwdaw we fa rapsR on a ma+urLtr a lasoraasGw 1m+iem M01y IwwNuawrA+o+ew sacs. law came lushes 11"Adry ods Amerrnrr+ak+loo wroraa do mad remand SO po— d Va no&m*only iamoas ows,ss drsoulawd 4 Me Ttr tMLarm 1wr►Lnaor►s pro+. *ra!rosy Ica mos parM>rw'haw teary ow s4artia we w swam rat Iran lad1bw sop tura%a to awns nawongo porn fa wens M srrtw]kai 91 d So Lkbw Swomov oft amafdrr imm"awlap NOW a Isom Sss 9D pons*d Spda.easenp Ad of TSS]' torr 4ocisswe Icons now lasoll o rs wadw+lsa fo was an to Oman d Mw SwaalWs*a*rp tat saw* RrrAaft Oros came rel a+vo•mere*o Sp ea11 mom"Mb praGrd d wl/aas ams Aswaaaay bec*soo d wumof+!'4/m s wawf soak laesmmw MG ono" rmrmm too ow srq A.dafto wand per Itis Seaway carr or*woswara fad*entad Ord drys 1rd+w soap wet mtip I raw■woascm el nosed sarxtrta ase CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 44 Fort Worth Housing Finance Corporation--904 E. Weatherford St. Rev.07.13.2016 EXHIBIT "J" STANDARDS FOR COMPLETE DOCUMENTATION FORT WORTH HOUSING FINANCE CORPORATION CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 45 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev.07.13.2016 FORT WORT K- Standards of Documentation for Reimbursement of Development Costs Cost Type Documentation Standard Acquisition of Vacant Lacs Notice to Scher(dace must be on or before the dare of options agreement or sales contract and sighed by the buyer and seller) • Recorded Deed of Trust ■ Purchase Agreement w/Required HUD wage ■ Master Settlement Statement ■ Appraisal or other document used to determine purchase price • Proof of enc bank stat cancelled check Soft Carta(Architect,Engineer, Invoice Lwtdscp .Suna0.Appraisals, - Invoice should indude- ERVW*nnWfital,L.eP'Fees,Other date; Consuitms,Etc.) company's letterhead; address for which service is provided; description of servitr(s)and item(s); amount for itemized services;and total amount • Proms of Payment(it.bank statement cr cancelled check) • if aWkable,My executed rorrtract/service agreements and applicable amendments Provide printout from www.sam_eav verifying contractor/subcontractor is not listed on the debarred and suspension Test • If only a portion is beim paid with Cny funds.then show calculation and documentation of how costs are allocated. Neighborhood Services FINAL as cf4/24/2013 Page 1 CD BG DEVELOPER RENTAL CONTRACT- EXnIBITS Page 46 Fort Worth Housing Finance Corporation-904 E. Weatherford St. Rev.07.13.2016 FORTWORTH,,, standards of Documentation for Reimbursement of Development Casts Construction Costs(Contractors b - Invoice Subcontractors) - Invoice should include: date; coo.parWs letterhead, address for which service is provided; description of senrice(s)and item(s); amount for itemized servk*s;and to amount • Proof of Payment(ce_bank statement or cancelled check) • TWwW* t(s)Sehed by Empdsyee and Supervisor Activity Stwe4sj SW"by Emplovee ud Supervisor - Pavy Period Dates Should be Reflected ■ Copy of appfrable inspection report(s)conducted by HED kupectew • Copy of executed agreements - Pror+de printout from www_sam. verifyft eoneactor/subaontractor is not listed on the debarred and suspension list • It only a portion is being paid with City funds.then slaw calculation and documentation of how costs are aaocated. ■ For relai W for the prime contractor,lien waivers for the prone and all subcontractors. Materials Purchased by Developer Invoice - Invoice should include- date.- company's tcude-date;company's letterhead; address where materials will be used; description of sen (s)and item(s); cost by quantity;and total amount Proof of Payment(i.e.bank statement or cammSed check) Neighborbaod Senk*s FINAL as o(4124/2013 Page 2 CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 47 Fort Worth Housing Finance Corporation-404 E.Weatherford St. Rev.07.13.2016 EXHIBIT "K" MBE REPORTING FORM FORT WORTH HOUSING FINANCE CORPORATION CD BG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 48 Fort Worth Housing Fina nee Corporation—904 E. Weatherford St. Rev, 07.13.2016 l: N k ■ � x _ 1 � _ Q y n # s 1 G EXHIBIT "U" REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS FORT WORTH HOUSING FINANCE CORPORATION The purpose of the PSH Units is to reduce the population of homeless persons in City homeless shelters. The goal of the PSH Program is to provide permanent, stable and supportive housing for homeless persons with disabilities in order to promote their self-sufficiency and foster their ability to live independently. 1. The Developer will retain the Supportive Services Provider for the PSH Tenants. The scope of the supportive services shall he determined by Developer but at a minimum shall include on-site case manager with experience in providing case management to homeless and formerly homeless persons. The cost of the PSH Program will be paid by Developer. 2. Developer's property manager for the project will communicate and coordinate as necessary with the Supportive Services Provider and with the providers of any rental assistance or rental vouchers to the PSH Tenants to ensure that the objectives of the PSH Program are met. The property manager may participate in the selection of PSH Tenants. 3. PSH Tenants must meet HUD's definition of chronically homeless, or be designated as having priority status by the Tarrant County Continuum of Care, or meet some other reasonably equivalent standards of need for housing and supportive services due to the nature and extent of their disability and duration of their homeless status. 4. Developer will provide on-site office space to Supportive Services Provider's staff member as well as a telephone line and internet access sufficient for the staff member to access the Homeless Management Information System ("HMIS") maintained by the Tarrant County Continuum of Care. The property manager shall coordinate with the Supportive Service Provider's designated staff member as necessary to fulfill the purposes of the PSH Program. 5. Property manager will coordinate with Supportive Services Provider regarding selection and placement of PSH Tenants ensuring that tenant selection criteria for the PSH Units is appropriate and consistent with the purpose of the PSH Program as well as the property management practices for the project. Property Manager will not unreasonably deny housing to eligible homeless persons who otherwise meet the PSI i Program's standards for services. 6. Developer will promptly notify City and the Supportive Service Provider in writing of the specific date when lease-up of the project will begin so that the Supportive Service Provider can initiate a referral and coordination process for potential tenants for the PSH Units. 7_ The PSH Units may also be counted as Affordable Units. CDBG DEVELOPER RENTAL CONTRACT—EXHIBITS Page 50 Fort Worth Housing Finance Corporation—904 E.Weatherford St. Rev.07.13.2016 Alamo Title Company A member of Fidelity National Financial August 2, 2016 VIA Federal Express Ms. Alice Cruz Neighborhood Development Specialist Neighborhood Services Department 1000 Throckmorton Fort Worth,TX 76102 Re: Our file no. 6000181600092-LSK 904 E. Weatherford—purchase from Fort Worth Transportation Authority Dear Ms. Cruz: Enclosed please find: Owner's Policy Package for Fort Worth HFC: 1) Copy of the electronically issued Owner's Policy of Title Insurance 2) Original Recorded Special Warranty Deed 3) Original and fully executed Master closing Statement 4) Wire showing payment to FWTA, the seller. Lender's Policy Package for City of Fort Worth: 1) Copy of our electronically issued Loan Policy of Title Insurance 2) Original Note 3) Original recorded Deed of Trust I trust you will find these documents in order. Should you find you need anything further, please do not hesitate to give me a call or e-mail. I appreciate the opportunity of having closed this transaction for you and look forward to others in the future. Si cerely, avonne S. Keith Enc. 2900 S. Hulen St., Suite 30 • Fort Worth, TX 76109 Main: 817.370.7393 PROMISSORY NOTE Date: July 18, 2016 Borrower: Fort Worth Housing Finance Corporation, a Texas housing finance corporation Borrower's Mailing Address: CIO Assistant General Manager of Fort Worth Housing Finance Corporation 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 Lender: City of Fort Worth, Texas, a Texas municipal corporation Place for Payment: City of Fort Worth 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: $2,200,000.00 Loan Authority: The loan evidenced by this Note (the "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 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. Annual Interest Rate: 0% Maturity Date: as described in City Secretary Contract No. 47953 between Borrower and Lender for the CDBG funds (the "Contract"). Annual Interest Rate on Matured, Unpaid Amounts: 6% Terms of Payment(principal and interest): Capitalized terms not defined herein shall have meanings assigned to them in the Contract. 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 PROMISSORY NOTE—CDBG FUNDS Page 1 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.18.16 "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 used for acquisition and closings costs and the Contract requires that the Required Improvements located on the Property must meet the CDBG Requirements, the City Requirements, and the National Objective for the 20 year Performance Period as more particularly defined in the Contract. Borrower shall fulfill the following CDBG Requirements as more particularly defined in the Contract: 1. Build the Required Improvements on the Property. 2. Manage and operate the project to ensure at least 51% of the units are leased to CDBG Eligible Households during the Performance Period. 3. Collect Tenant Documentation in compliance with the Contract and the CDBG Regulations during the Performance Period. 4. Comply with all applicable provisions of the CDBG Regulations. Borrower shall fulfill the following City Requirements as more particularly defined in the Contract: 1. Manage and operate the project to ensure 15 PSH Units are maintained in compliance with the Contract during the Performance Period. 2. Manage and operate the project to ensure at least 55% of the units are leased to CDBG Eligible Households during the Performance Period. 3. Manage and operate the project to ensure that at least 16 of the units are Accessible Units during the Performance Period. 4. Operate the project continuously during the Performance Period. 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 Required Improvements located on the Property do not meet the National Objective and fulfill the CDBG Requirements and the City Requirements for the 20 year Performance Period, all as more particularly defined in the Contract. In the event of such default, Lender may invoke any remedies provided in the Contract or the Deed of Trust for default. On performance of the obligations described in the Contract and the terms and conditions of the Loan Documents,the Loan will be forgiven. PROMISSORY NOTE—CDBG FUNDS Page 2 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E.Weatherford Street Rev.07.18.16 Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske, Trustee, or Leann D. Guzman, Trustee, which covers the following real property: Lot 1R, Block 30, Original Town of Fort Worth, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, Save and Except that portion described in Special Warranty Deed from Fort Worth Transportation Authority to BNSF Railway Company, dated July 3, 2012 and recorded under instrument No. D212160570, Deed Records, Tarrant County, Texas, and the remaining portion of said Lot IR being more particularly described by metes and bounds on Exhibit "A," attached hereto for all purposes, commonly known as 904 E. Weatherford, Fort Worth, Texas 76102 (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 balance, earned interest, and any other amounts owed on the Note immediately due and payable. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower written notice of such default. Borrower shall have a period of 7 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan Documents. Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms of any of the Loan Documents,prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan Documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower(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 PROMISSORY NOTE—CDBG FUNDS Page 3 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.18.16 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 indebtedness evidenced by this Note is and shall be subordinate only as approved by Lender through the execution of a Subordination Agreement. Subject to any cure periods provided in the documents evidencing the Senior Indebtedness, if there is a default in payment of any part of principal or interest of any part of the Senior Indebtedness or a breach of any covenants contained in any instruments securing it, the debt evidenced by this Note will immediately become payable at the option of Lender. If Borrower fails to perform any of Borrower's obligations in the promissory note evidencing the Senior Indebtedness or in any instruments securing same, Lender may perform those obligations and be reimbursed by Borrower, on demand, at the Place for Payment for any amounts advanced, including attorney's fees, plus interest on those amounts from the date of payment at the Annual Interest Rate on Matured, Unpaid Amounts. The amount to be reimbursed will be secured by all instruments securing this Note. 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. Capitalized terms not defined herein shall have meanings assigned to them in the Contract. This Note will be construed under the laws of the state of Texas without regard to choice-of-law rules of any jurisdiction. PROMISSORY NOTE—CDBG FUNDS Page 4 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E.Weatherford Street Rev. 07.18.16 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 5 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E.Weatherford Street Rev. 07.18.16 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. FORT WORTH HOUSING FINANCE CORPORATION Aubr y Thaglafdd, eneral Manager PROMISSORY NOTE—CDBG FUNDS Page 6 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E.Weatherford Street Rev. 07.18.16 EXHIBIT "A" Legal Description BEGINNING at a found 5/8 inch iron rod for the most southerly southwest corner of the herein described tract of land, same being in the southeast boundary line of said Lot 1R, the northwest right-of-way line E. First Street (having a 60 foot wide right-of-way being North 60 degrees 00 degrees 00 seconds East, a distance of 83.28 feet from the southwest corner of said Lot 1R and being the most easterly or southeast corner of the save and except Portion of said Lot 1R recorded under Instrument No. D212160570; THENCE North 29 degrees 35 minutes 54 seconds West, deporting said E. First Street, over and across said Lot 1R and in the easterly boundary line of said save and except portion, a distance of 43.87 feet to a set 5/8 inch capped iron rod marked PROLINE for corner; THENCE South 79 degrees 36 minutes 37 seconds West, continuing over and across said Lot 1R and in the northerly boundary line of said save and except portion of Lot 1R, a distance of 82.80 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest corner of said save and expect portion, in the west boundary line of said Lot 1R and in the east right-of-way of the Burlington Northern 8F Railway; THENCE North 09 degrees 23 minutes 00 seconds West, in the west boundary line of said Lot 1R and in the east right-of-way of said Burlington Northern 8F Railway, a distance of 165.33 feet to a 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest corner of said Lot 1R and the intersection of the east right-of-way of said Burlington Northern 8F Railway with the southeast right-of-way line of E. Weatherford Street (having an 80 foot wide right-of-way); THENCE North 59 degrees 53 minutes 56 seconds East, in the northwest boundary line a said Lot 1R and in the southeast right-of-way line of said E. Weatherford Street, a distance of 381.49 feet to a set"X"out in an existing concrete drive approach for corner; THENCE North 29 degrees 34 minutes 54 seconds West, continuing in the northwest boundary line of said Lot 1R and in the southeast right-of-way line said E. Weatherford Street, a distance of 12.51 feet to a set "X" cut in an existing concrete drive approach for corner; THENCE North 60 degrees 43 minutes 06 seconds East, continuing in the northwest boundary line of said Lot 1R and in the southeast right-of-way line of said E. Weatherford Street, a distance of 80.00 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the beginning of a curve to the right with a radius of 20.00 feet a chord bearing of South 74 degrees 15 minutes 48 seconds East and a chord distance of 28.44 feet; THENCE in an Easterly direction in said curve to the right and at the Intersection of the southeast right-of-way line of said E. Weatherford Street with the southwest right-of-way line of N. Harding Street (having a 60 feet wide right-of-way), an arc distance of 31.64 feet to a found PROMISSORY NOTE—CDBG FUNDS Page 7 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E.Weatherford Street Rev.07.18.16 3/4 inch iron rod for corner, same being the end of said curve to the right and in the northeast boundary line of said Lot 1 R and in the southwest right-of-way line of said N. Harding Street; THENCE South 29 degrees 34 minutes 54 seconds East, in the northeast boundary line of said Lot IR and in the southwest right-of-way of said N. Harding Street, distance of 191.84 feet to a set 5/8 inch capped iron rod for corner, same being the beginning of a curve to the right with a radius of 20.00 feet, a chord bearing of South 15 degrees 22 minutes 41 seconds that and a chord distance of 28.30 feet; THENCE in a Southerly direction in said curve to the right and the intersection of the southwest right-of-way line of said N. Harding Street with the aforementioned northwest right-of-way of E. First Street, an arc distance of 31.44 feet to a set 5/8 inch capped iron rod for corner, same being the end of said curve to the right and in the southeast boundary line of said Lot 1R and in the northeast right-of-way line said E. First Street; THENCE South 60 degrees 00 Minutes 00 Seconds West (direction control line), in the southeast boundary line said Lot 1R and in the northwest right-of-way line of said E. First Street, a distance of 459.25 feet to the POINT OF BEGINNING and containing 2.619 acres (114,094 square feet) of land, more or less. PROMISSORY NOTE—CDBG FUNDS Page 8 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E.Weatherford Street Rev.07.18.16 Page 1 of 17 D216162217 712012016 9:58 AM PGS 17 Fee: $80.00 Submitter:XEROX COMMERCIAL SOLUTIONS Electronically Recorded by Tarrant County Clerk in Official Public Records t�t�lY�L1,:� Mary Louise Garcia 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 ALAMO TITL-P CC?I•ViPANY Terms GF OBD/d�/ nDOIo7- Z 5t Date: July 18, 2016 Grantor: Fort Worth Housing Finance Corporation, a Texas housing finance corporation Grantor's Mailing Address: C/O Assistant General Manager of Fort Worth Housing Finance Corporation 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: City Attorney's Office City of Fort Worth 1000 Throckmorton St. Fort Worth, TX 7610.2 Tarrant County Lender: City of Fort Worth, a Texas municipal corporation Lender's Mailing Address: City of Fort Wor111 Neighborhood Services Department Attention: Assistant Director 1000 Throckmorton Street Fort Worth, Texas 76102 Tarrant County DEED OF TRUST—CDBG FUNDS Page 1 molt Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E Weatherford Street Rev 07.18.16 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 ALAMO -TITLE COMPANY Terms GF /2401i/y OZ 9d Date: July 18, 2016 Grantor: Fort Worth Housing Finance Corporation, a Texas housing finance corporation Grantor's Mailing Address: C/O Assistant General Manager of Fort Worth Housing Finance Corporation 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: City Attorney's Office City of Fort Worth 1000 Throckmorton St. Fort Worth, TX 76102 Tarrant County Lender: City of Fort Worth, a Texas municipal corporation Lender's Mailing Address: City of Fort Worth Neighborhood Services Department Attention: Assistant Director 1000 Throckmorton Street Fort Worth, Texas 76102 Tarrant County DEED OF TRUST—CDBG FUNDS Page 1 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.18.16 Loan Authority: The loan evidenced by this Note (the "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 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: July 18, 2016 Original Principal Amount: $2,200,000.00 Borrower: Fort Worth Housing Finance Corporation, a Texas housing finance corporation Lender: City of Fort Worth Terms of Payment: As provided in the Note Maturity Date: As described therein and in the Contract (as defined below) In addition, Obligations shall include compliance by Grantor with the requirements of the CDBG Program more particularly described in Section F. below. Property (including any improvements): Lot 1R, Block 30, Original Town of Fort Worth, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, Save and Except that portion described in Special Warranty Deed from Fort Worth Transportation Authority to BNSF Railway Company, dated July 3, 2012 and recorded under instrument No. D212160570, Deed Records, Tarrant County, Texas, and the remaining portion of said Lot 1R being more particularly described by metes and bounds on Exhibit"A,"attached hereto for all purposes, commonly known as 904 E. Weatherford, Fort Worth, Texas 76102 (the "Property"). Together with the following personal property: All fixtures, supplies, building materials, and other goods of every nature now or hereafter located, used, or intended to be located or used on the Property; All plans and specifications for development of or construction of improvements on the Property; All contracts and subcontracts relating to the construction of improvements on the Property; DEED OF TRUST—CDBG FUNDS Page 2 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E.Weatherford Street Rev.07.18.16 All accounts, contract rights, instruments, documents, general intangibles, and chattel paper arising from or by virtue of any transactions relating to the Property; All permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; All proceeds payable or to be payable under each policy of insurance relating to the Property; and All products and proceeds of the foregoing. Notwithstanding any other provision in this Deed of Trust, the term "Property" does not include personal effects used primarily for personal, family, or household purposes. In addition to creating a deed-of-trust lien on the Property described, Grantor also grants to Lender a security interest in all of the above-described personal property pursuant to and to the extent permitted by the Texas Uniform Commercial Code. Prior Liens: NONE Other Exceptions to Conveyance and Warranty: The Permitted Exceptions set forth on Exhibit "B" attached hereto and incorporated herein for all purposes, to the extent that they relate to the Property. For value received and to secure performance of the Obligations, Grantor conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty. On performance of the Obligations including payment of the Loan and all other amounts secured by this Deed of Trust if required and performance of the requirements of the CDBG Program, this Deed of Trust will have no further effect, and Lender will release it at Grantor's expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to- t. keep the Property in good condition and repair; 2. pay all taxes and assessments on the Property before delinquency, and not authorize a taxing 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; DEED OF TRUST—CDBG FUNDS Page 3 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.18.16 4. 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 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 lien, pay or cause to be paid all prior lien notes pursuant to their respective terms and abide by or cause to be abided by all prior lien instruments; and 9. notify Lender in writing of any change of address. Grantor agrees not to- t. do or permit anything to be done that will impair the security of this Deed of Trust. B. Lender's Rights 1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of the Loan are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid. 3. Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by Lender from Grantor with respect to the Obligations or this Deed of Trust may, at Lender's discretion, be applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligations, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. 4. If Grantor fails to perform any of Grantor's Obligations under this Deed of Trust, subject to prior written notice and cure period, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including DEED OF TRUST—CDBG FUNDS Page 4 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.18.16 reasonable attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust. 5. If there is a default on the Obligations or if Grantor fails to perform any of Grantor's Obligations under this Deed of Trust and the default continues after any required notice of the default and the time allowed to cure, Lender may- a. declare any unpaid principal balance and 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 to be given as provided by the Texas Property Code as then in effect; and d. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Obligations. 6. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent-default. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will- 1. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; 2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or implied, by Trustee; 3. from the proceeds of the sale, pay, in this order- 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; DEED OF TRUST—CDBG FUNDS Page 5 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.18.16 d. to Grantor, any balance; and 4. be indemnified, held harmless, and defended by Lender against all costs, expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created by this Deed of Trust, which includes all court and other costs, including reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that capacity. D. General Provisions 1. If any of the Property is sold under this Deed of Trust, Grantor must immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of the purchaser, subject to an action for forcible detainer. 2. Recitals in any trustee's deed conveying the Property will be presumed to be true, absent evidence to the contrary. 3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Obligations is extended or part of the Property is released, unless a Subordination Agreement is executed by the Lender. 5. If any portion of the Obligations cannot be lawfully secured by this Deed of Trust, payments will be applied first to discharge that portion. 6. Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred, including reasonable attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or known threatened proceedings for condemnation of all or part of the Property. Notwithstanding the above, in the event of any fire or other casualty to the Property or eminent domain proceedings resulting in condemnation of the Property or any part thereof, Grantor shall have the right to rebuild the Property, and to use all available insurance or condemnation proceeds 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 DEED OF TRUST—CDBG FUNDS Page 6 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.18.16 construction escrow or similar arrangement, and(c)no material default then exists under the Loan documents other than attributable to casualty or condemnation. If the casualty or condemnation affects only part of the Property and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Obligations in a manner that provides adequate security to Lender for repayment of the remaining balance of the Obligations, and any excess proceeds shall be paid to Grantor. 7. 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 of non-usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 9. In no event may this Deed of Trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural. 11. The term Note includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. DEED OF TRUST—CDBG FUNDS Page 7 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E.Weatherford Street Rev. 07.18.16 12. Grantor agrees to (a) keep at Grantor's address, or such other place as Lender may approve, accounts and records reflecting the operation of the Property and copies of all written contracts, leases, and other instruments that affect the Property; (b) prepare financial accounting records in compliance with generally accepted accounting principles consistently applied; and (c), at Lender's request on reasonable notice from time to time, permit Lender to examine and make copies of such books, records, contracts, leases, and other instruments at any reasonable time. 13. Grantor agrees to deliver to Lender, at Lender's request from time to time, internally prepared financial statements of Grantor and any guarantor of the Note prepared in accordance with generally accepted accounting principles consistently applied, in detail reasonably satisfactory to Lender and certified to be materially true and correct by the chief financial officer of Grantor or its certified public accountant, as applicable. 14. If Lender orders an appraisal of the Property while a default exists or to comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to reimburse Lender for any such appraisal within 20 days of Lender's written request, that failure is a default under this Deed of Trust. 15. Grantor agrees to allow Lender or Lender's agents to enter the Property during regular business hours upon at least 48 hours prior notice and inspect it and any personal property in which Lender is granted a security interest by this Deed of Trust. 16. Grantor may not sell, transfer, or otherwise dispose of any Property, whether voluntarily or by operation of law, except for condemnation or to obtain utility easements, without the prior written consent of Lender. If granted, consent may be conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and management ability being satisfactory to Lender; and (b) the grantee's executing, before such sale, transfer, or other disposition, a written assumption agreement containing any terms Lender may reasonably require, such as a principal pay down on the Obligations, 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 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E.Weatherford Street Rev. 07.18.16 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 and to expenses incurred in the ownership, operation, and maintenance of the Property in any order Lender may determine, before being applied to any indebtedness secured by the Subordinate Instrument; d. written notice of default under the Subordinate Instrument and written notice of the commencement of any action to foreclose or otherwise enforce the Subordinate Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement; and e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligations and this Deed of Trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument. Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any of its membership interests; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, or (3) except for a limited partnership interest in a low income housing project, the withdrawal from or admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such DEED OF TRUST—CDBG FUNDS Page 9 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.l 8.16 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 against it or provide a bond acceptable to Lender against the involuntary encumbrance. 18. This Deed of Trust binds, benefits, and may be enforced by the successors in interest of all parties. 19. If Grantor and Borrower are not the same person, the term Grantor includes Borrower. 20. Except as may be specifically stated in this Deed of Trust or the Note, Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. 21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney for enforcement. 22. If any provision of this Deed of Trust is determined to be invalid or unenforceable, the validity or enforceability of any other provision will not be affected. 23. The term Lender includes any mortgage servicer for Lender. 24. The debt and the performance secured by this Deed of Trust is a nonrecourse obligation of Borrower. Neither Borrower nor any other party shall have any personal liability for repayment of the Loan described in the Contract. The sole recourse of Lender under the Loan documents for repayment of the Loan or performance of any of the Obligations shall be the exercise of its right against the security for payment as defined in the Note. E. Construction Loan Mortgage 1. This Deed of Trust is a "construction mortgage" within the meaning of Section 9.334 of the Texas Business and Commerce Code. The liens and security DEED OF TRUST—CDBG FUNDS Page 10 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.18.16 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. 47953 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 used for acquisition and closing costs and the Contract requires that the Required Improvements located on the Property must meet the CDBG Requirements, the City Requirements, and the National Objective for the 20 year Performance Period, all as more particularly defined in the Contract, in accordance with the CDBG Program and the CDBG Regulations. Borrower shall fulfill the following CDBG Requirements as more particularly defined in the Contract: 1. Build the Required Improvements on the Property. DEED OF TRUST—CDBG FUNDS Page 11 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.18.16 2. Manage and operate the project to ensure at least 51% of the units are leased to CDBG Eligible Households during the Performance Period. 3. Collect Tenant Documentation in compliance with the Contract and the CDBG Regulations during the Performance Period. 4. Comply with all applicable provisions of the CDBG Regulations. Borrower shall fulfill the following City Requirements as more particularly defined in the Contract: 1. Manage and operate the project to ensure 15 PSH Units are maintained in compliance with the Contract during the Performance Period. 2. Manage and operate the project to ensure at least 55% of the units are leased to CDBG Eligible Households during the Performance Period. 3. Manage and operate the project to ensure that at least 16 of the units are Accessible Units during the Performance Period. 4. Operate the project continuously during the Performance Period. 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 Required Improvements located on the Property does not serve Income Eligible Clients and meet the National Objective, and comply with the CDBG Requirements and the City Requirements for the 20 year Performance Period, all as more particularly defined in the Contract, 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, 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DEED OF TRUST—CDBG FUNDS Page 12 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.18.16 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. FORT WORTH HOUSING FINANCE CORPORATION By: ubre Assistant General Manager V STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on ,�J i,�,� Q , 2016 by Aubrey Thagard, the Assistant General Manager of the Yoft Worth Housing Finance Corporation, a Texas housing finance corporation, on behalf of said corporation. Notary Public, State of Texas EE�k SARAH BURKETT y Notary ID#130491984 Expires January 11,2020 AFTER RECORDING RETURN TO: City of Fort Worth City Attorney's Office Attention: Vicki S. Ganske 1000 Throckmorton Street Fort Worth, Texas 76102 DEED OF TRUST—CDBG FUNDS Page 13 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.18.16 EXHIBIT "A" Legal Description BEGINNING at a found 5/8 inch iron rod for the most southerly southwest corner of the herein described tract of land, same being in the southeast boundary line of said Lot IR, the northwest right-of-way line E. First Street (having a 60 foot wide right-of-way being North 60 degrees 00 degrees 00 seconds East, a distance of 83.28 feet from the southwest corner of said Lot 1 R and being the most easterly or southeast corner of the save and except Portion of said Lot 1 R recorded under Instrument No. D212160570; THENCE North 29 degrees 35 minutes 54 seconds West, deporting said E. First Street, over and across said Lot 1 R and in the easterly boundary line of said save and except portion, a distance of 43.87 feet to a set 5/8 inch capped iron rod marked PROLINE for corner; THENCE South 79 degrees 36 minutes 37 seconds West, continuing over and across said Lot 1 R and in the northerly boundary line of said save and except portion of Lot 1 R, a distance of 82.80 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest corner of said save and expect portion, in the west boundary line of said Lot 1 R and in the east right-of-way of the Burlington Northern 8F Railway; THENCE North 09 degrees 23 minutes 00 seconds West, in the west boundary line of said Lot IR and in the east right-of-way of said Burlington Northern 8F Railway, a distance of 165.33 feet to a 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest corner of said Lot IR and the intersection of the east right-of-way of said Burlington Northern 8F Railway with the southeast right-of-way line of E. Weatherford Street (having an 80 foot wide right-of-way); THENCE North 59 degrees 53 minutes 56 seconds East, in the northwest boundary line a said Lot IR and in the southeast right-of-way line of said E. Weatherford Street, a distance of 381.49 feet to a set"X" out in an existing concrete drive approach for corner; THENCE North 29 degrees 34 minutes 54 seconds West, continuing in the northwest boundary line of said Lot 1R and in the southeast right-of-way line said E. Weatherford Street, a distance of 12.51 feet to a set "X" cut in an existing concrete drive approach for corner; THENCE North 60 degrees 43 minutes 06 seconds East, continuing in the northwest boundary line of said Lot IR and in the southeast right-of-way line of said E. Weatherford Street, a distance of 80.00 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the beginning of a curve to the right with a radius of 20.00 feet a chord bearing of South 74 degrees 15 minutes 48 seconds East and a chord distance of 28.44 feet; THENCE in an Easterly direction in said curve to the right and at the Intersection of the southeast right-of-way line of said E. Weatherford Street with the southwest right-of-way DEED OF TRUST—CDBG FUNDS Page 14 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.18.16 line of N. Harding Street (having a 60 feet wide right-of-way), an arc distance of 31.64 feet to a found 3/4 inch iron rod for corner, same being the end of said curve to the right and in the northeast boundary line of said Lot 1R and in the southwest right-of-way line of said N. Harding Street; THENCE South 29 degrees 34 minutes 54 seconds East, in the northeast boundary line of said Lot 1R and in the southwest right-of-way of said N. Harding Street, distance of 191.84 feet to a set 5/8 inch capped iron rod for corner, same being the beginning of a curve to the right with a radius of 20.00 feet, a chord bearing of South 15 degrees 22 minutes 41 seconds that and a chord distance of 28.30 feet; THENCE in a Southerly direction in said curve to the right and the intersection of the southwest right-of-way line of said N. Harding Street with the aforementioned northwest right-of-way of E. First Street, an arc distance of 31.44 feet to a set 5/8 inch capped iron rod for corner, same being the end of said curve to the right and in the southeast boundary line of said Lot 1R and in the northeast right-of-way line said E. First Street; THENCE South 60 degrees 00 Minutes 00 Seconds West (direction control line), in the southeast boundary line said Lot 1R and in the northwest right-of-way line of said E. First Street, a distance of 459.25 feet to the POINT OF BEGINNING and containing 2.619 acres (114,094 square feet) of land, more or less. DEED OF TRUST—CDBG FUNDS Page 15 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E.Weatherford Street Rev.07.18.16 EXHIBIT "B" PERMITTED ENCUMBRANCES 1. Restrictive Covenants as recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, but omitting any covenant or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law. 2. Rights of tenants in possession, as tenants only, under any unrecorded leases or rental agreements. 3. The following, all according to the plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas: (a) 10 foot utility and drainage easement; (b) 15 foot sanitary sewer easement; (c) 15 foot drainage easement centered on existing 3x6 storm drain; (d) 7.5 utility easement; (e) public open space easements; (f) floodway easement; and (g) 5 foot utility easement; shown on survey dated April 27, 2016, prepared by David Rose, Registered Professional Land Surveyor Number 5448. 4. Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: December 16, 1963 Recording No: in Volume 3881, Page 20, Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas shown on survey dated April 27, 2016, prepared by David Rose, Registered Professional Land Surveyor Number 5448. 5. Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: February 14, 1964 Recording No: in Volume 3900, Page 50, Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas DEED OF TRUST—CDBG FUNDS Page 16 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E. Weatherford Street Rev. 07.18.16 shown on survey dated April 27, 2016, prepared by David Rose, Registered Professional Land Surveyor Number 5448. 6. Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: August 31, 1994 Recording No: in Volume 11711, Page 472, Real Property Records, Tarrant County, Texas 7. Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated March 17, 2008, by and between Fort Worth Transportation Authority, as Lessor, and XTO Energy Inc., as Lessee, as evidenced in a memorandum thereof filed March 20, 2008, recorded under Clerk's File No. D208100631, Real Property Records, Tarrant County, Texas. As affected by Amendment and Ratification of Oil and Gas Lease and Memorandum of Oil and Gas Lease filed July 21, 2010, recorded under Clerk's File No. D210176244, Real Property Records, Tarrant County, Texas. Reference to which instrument is here made for particulars.No further search of title has been made as to the interest(s) evidenced by this instrument, and the Company makes no representation as to the ownership or holder of such interest(s). DEED OF TRUST—CDBG FUNDS Page 17 Fort Worth Housing Finance Corporation Mixed Income Multifamily Development—904 E.Weatherford Street Rev.07.18.16 Alamo Title Company 2900 South Hulen Street,Suite 30,Ft Worth,TX 76109 Phone:(817)370-7393(FAX:(817)370-6131 MASTER STATEMENT Settlement Data: July 14,2016 Escrow Number:ATD-18-6000181600092 Disbursement Date:July 14.2016 Escrow Officer:Lavonne Keith Borrower: Fort Worth Housing Finance Corporation(100 00000%) 1000 Throckmarton Fort Worth.TX 76102 Seller: Fort Worth Transportation Authority,Regional Transportation Authority(100.00(100%) 801 Cherry Street,Ste.850 Fort Worth,TX 76102-6720 Property:904 E Weatherford Street Fort Worth,TX 76102 Lot(s): 1Rl Block:30 Fort Worth Original Town Lender:City of Fort Worth 1000 Throckmorton Fort Worth.TX'76102 SELLER BORROWER 5 DEBITS 5 CREDITS 5 DEBITS $ CREDITS FINANCIAL CONSIDERATION 2.142.000 00 Contract sales price 2,142.000 OD Deposit or earnest money 50.000 00 Fort Worth Housing Finance Corporation 1 ST DRAW=Sales Price+closing costs less 2.103.981 95 Earnest Money Fort Worth Housing Finance Corporation TITLE&ESCROW CHARGES Title services and lender's title insurance 50 95 RE Tax Certificate Alamo Title FBO National TexNet Title services and lender's title insurance 1300 RE:E Recording Fee Alamo Title Company Settlement or closing fee 375 00 RE:Escrow Fee Alamo Title Company Owner's title insurance 11.069 00 Afamo Title Company State of Texas Policy Guaranty Fee 300 Stale of Texas Lender's title insurance 36400 Alamo Title Company State of Texas Policy Guaranty Fee 3 00 State of Texas Document Preparation Fee 9500 Newman&Lawler.P C Policies to be issued: Owners Policy Coverage: $2.142,000 00 Premium:$11,069 OC Version: Owner's Policy of Title Insurance(T-1)- 2014 Loan Policy Coverage: $2.200.DOD DO Premium:$364 DO Version: Loan Policy of Tille Insurance 1T-2)- 2014 City of Fort Worth as Lender using CDBG Funds RECORDING CHARGES Government recording charges 10400 Alamo Title Company 2.142.000 DO Subtotals 2.154,076 95 2.153,981 95 Balance Due FROM Borrower 95,00 2,142,000,00 Balance Due TO Seller 2,142,000 00 2,142,000 00 TOTALS 2,154,076 95 2,154,076 95 Page 1 o1 2 16(300181600092171)July 19.2016 9:22 AM C Master Statement, Legal-Continued APPROVED and ACCEPTED Borrower and Seller understand the Closing or Escrow Agent has assembled this information representing the transaction from the best information available from other sources and cannot guarantee the accuracy thereof.The Lender involved may be furnished a copy of this Statement.The undersigned hereby authorizes Alamo Title Company to make expenditures and disbursements as shown and approves same for payment.The undersigned also acknowledges receipt of loan funds in the amount shown above and a receipt of a copy of this Statement. I have carefully reviewed the Settlement Statement and to the best of my knowledge and belief,it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the Settlement Statement. SELLER: BORROWER: Fort Worth Transportation Authority,Regional Fort Worth H n Finance Cor on Transportation Authority BY: BY: Aur Naga ssistant General Manager Paul J Ballard,President/CEO T04�e best of my knowledge,the Settlement Statement which I have prepared IS a true and accurate account of the funds which were receii ed and have been or,Will be dis rsed by the undersigned as part of the settlement of this transaction. lamo Title Co any Settlement Agent Page 2 of 2 (6000181600092!71)July 18,2016 9:22 AM C Alamo Title Company 2900 South Hulen Street,Suite 30,Ft Worth,TX 76109 Phone:(817)370-7393 1 FAX:(817)370-6131 MASTER STATEMENT Settlement Date: July 14,2016 Escrow Number: ATD-18-6000181600092 Disbursement Date: July 14,2016 Escrow Officer: Lavonne Keith Borrower: Fort Worth Housing Finance Corporation(100.00000%) 1000 Throckmorton Fort Worth,TX 76102 Seller: Fort Worth Transportation Authority,Regional Transportation Authority(100.00000%) 801 Cherry Street,Ste.850 Fort Worth,TX 76102-6720 Property: 904 E.Weatherford Street Fort Worth,TX 76102 Lot(s): 1 R1 Block:30 Fort Worth Original Town Lender: City of Fort Worth 1000 Throckmorton Fort Worth,TX 76102 SELLER BORROWER $ DEBITS $ CREDITS $ DEBITS $ CREDITS FINANCIAL CONSIDERATION 2,142,000.00 Contract sales price 2,142,000.00 Deposit or earnest money 50,000.00 Fort Worth Housing Finance Corporation 1 ST DRAW=Sales Price+closing costs less 2,103,981.95 Earnest Money Fort Worth Housing Finance Corporation TITLE&ESCROW CHARGES Title services and lender's title insurance 50.95 RE:Tax Certificate Alamo Title FBO National TaxNet Title services and lender's title insurance 13.00 RE:E Recording Fee Alamo Title Company Settlement or closing fee 375.00 RE:Escrow Fee Alamo Title Company Owner's title insurance 11,069.00 Alamo Title Company State of Texas Policy Guaranty Fee 3.00 State of Texas Lender's title insurance 364.00 Alamo Title Company State of Texas Policy Guaranty Fee 3.00 State of Texas Document Preparation Fee 95.00 Newman&Lawler,P.C. Policies to be issued: Owners Policy Coverage: $2,142,000.00 Premium:$11,069.00 Version: Owner's Policy of Title Insurance(T-1)- 2014 Loan Policy Coverage: $2,200,000.00 Premium:$364.00 Version: Loan Policy of Title Insurance(T-2)- 2014 RECORDING CHARGES Government recording charges 104.00 Alamo Title Company 2,142,000.00 Subtotals 2,154,076.95 2,153,981.95 Balance Due FROM Borrower 95.00 2,142,000.00 Balance Due TO Seller 2,142,000.00 2,142,000.00 TOTALS 2,154,076.95 2,154,076.95 Page 1 of 2 (6000181600092!71)July 18,2016 9:22 AM C Master Statement, Legal -Continued APPROVED and ACCEPTED Borrower and Seller understand the Closing or Escrow Agent has assembled this information representing the transaction from the best information available from other sources and cannot guarantee the accuracy thereof.The Lender involved may be furnished a copy of this Statement.The undersigned hereby authorizes Alamo Title Company to make expenditures and disbursements as shown and approves same for payment.The undersigned also acknowledges receipt of loan funds in the amount shown above and a receipt of a copy of this Statement. I have carefully reviewed the Settlement Statement and to the best of my knowledge and belief,it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the Settlement Statement. SELLER: BORROWER: Fort Worth Transportation Authority,Regional Fort Worth Housing Finance Corporation T orta on Authority BY: BY: f&J Aubrey Thagard,Assistant General Manager Bal ,President/CEO Tot best of my k wledge,the Settlement Statement which I have prepared is a true and accurate account of the funds which were ,race=- d and have been or wiDbe disbursed the undersigned as part of the settlement of this transaction. f AI o Title Comp ny Settlement Agent Page 2 of 2 (6000181600092!11)July 18,2016 9:22 AM C Alamo Title Company 2900 South Hulen Street, Suite 30 Ft Worth, 76109 Phone:(817)7)370-7393 I FAX; (817)370-6131 Outgoing Wire Request Brand Profit Center Order Number 7071'18/16 st Acct. Date Reference Number Alamo Title Company ATD-18 6000181600092-LK 318003493 Trust Acct. Code Bank Name Account Number TXADALC03207 BBVA Compass Bank 6716743207 LedgerlD: 6000181600092 Settlement Date: 07/14/16 Buyer/Borrower: Fort Worth Housing Finance Corporation Seller: Fort Worth Transportation Authority, Regional Transportation Authority Property Address: 904 E. Weatherford Street, Fort Worth, TX 76102 Transaction Date: 07/18/16 Closer/Escrow Officer: Lavonne Keith Original User ID: FNFGLOBAL\LavonneK Last Adjustment User ID: FNFGLOBAL\LavonneK Wire Transfer Source: Trust Account Code: TXADALC03207 Trust Account Bank Name: BBVA Compass Bank Trust Account Number: 6716743207 Wire Transfer Destination: Bank Name: JP Morgan Chase Bank ABA Routing Number: 021000021 Credit Account Name: Fort Worth Transportation Authority Amount: Credit Account Number: 1180182980 $-2,142,000.00 Special Instructions: Proceeds from sale of 904 E. Weatherford to City of Fort Worth Further Credit: Memo: Closing Proceeds Extended Memo: CASH TO SELLER (603) $2,142,000.00 PILE SE .T H A C -,.YO O DISBURSEMENT SUMMARY WITH IS REQUES IRE. AUTHORIZED SIGNATURE AU-fH0-R-tff D SIGNATURE AUTHORIZED SIGNATURE Posted by:Lavonne Keith Proceeds Disbursement Over$1 Million Verified Operational Accounting Use Only Wire Release Verification Bank Contact: Time: Time: Account No.: Date: Date: Test Code: Name of Authorized Person: Sequence/Reference: Wire Verifier Signature: Releaser Signature: File Copy Outgoing Wire Request Printed on 07/18/16 at 4:56 pm CST SSCORP5002 Page 1 of 1 TX-ATD-18-FAFT-561018-6000181600092 I 1332115 �NIUNVH N as ' 6I6 g E E� i9g e �° �� ° '. '�9'l6l - 3.b5 .b£ sz s •sya•�`v.". � � `f�,�a°. a g � g � �E � n a 2 ��o: ,�, ��� 'I. ��/. •� '' inn .-� �� �� � nro �� � $ � �� � is 16. 15 to y� 5p LU . a .,:: � '',•: .' •r'' .'!. 5$! � c 8 8g R ®" a 9 6isIr 06 a b 8 .�•, °W E $ • Ld i °' N�++' .+�. ':°..+305 . .',,•, ' $ . sgg { pG8 � 66Y � i � �`. .,.', .•.' �.L.'�3'v �5.�°,yW�."goy ' v�' .. .' � �•.. a. .. , ...1 a b,W i7�E o'': ....' �..'. .. .�•r � � rig�S��°`@ ��� �.`�� a '�• ••��" '.�' � HIE .:,+tet.. {',! v*. ': .� �..•• .•�' .�, M m EN 2; � {E ' • v. t • .watt az fig" 991 14 00 111M Ail Policy LOAN POLICY OF TITLE INSURANCE (T-2) Issued By: Policy Number: 100% Alamo Title Insurance 6000181600092-L WWI Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 17 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, ALAMO TITLE INSURANCE, a Texas corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 11, 13 and 14, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from: (a) A defect in the Title caused by: (i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired or otherwise invalid power of attorney; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii)a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment' includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Lack of good and indefeasible Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: (a) the occupancy, use or enjoyment of the Land; (b) the character, dimensions or location of any improvement erected on the Land; (c) subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. The invalidity or unenforceability of the lien of the Insured Mortgage upon the Title. This Covered Risk includes but is not limited to insurance against loss from any of the following impairing the lien of the Insured Mortgage: (a) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (b) failure of any person or Entity to have authorized a transfer or conveyance; FORM T-2: Loan Policy of Title Insurance(01/03/14) TX---SPS-3339943-1-16-6000181600092 ALAMO TITLE INSURANCE POLICY NO.: 6000181600092-L (continued) (c) the Insured Mortgage not being properly created, executed, witnessed, sealed, acknowledged, notarized or delivered; (d) failure to perform those acts necessary to create a document by electronic means authorized by law; (e) a document executed under a falsified, expired or otherwise invalid power of attorney; (f) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (g) a defective judicial or administrative proceeding. 10. The lack of priority of the lien of the Insured Mortgage over any other lien or encumbrance. 11. The lack of priority of the lien of the Insured Mortgage (a) as security for each and every advance of proceeds of the loan secured by the Insured Mortgage over any statutory or constitutional mechanic's, contractor's, or materialman's lien for services, labor or material having its inception on or before Date of Policy; and (b) over the lien of any assessments for street improvements under construction or completed at Date of Policy. 12. The invalidity or unenforceability of any assignment of the Insured Mortgage, provided the assignment is shown in Schedule A, or the failure of the assignment shown in Schedule A to vest title to the Insured Mortgage in the named Insured assignee free and clear of all liens. 13. The invalidity, unenforceability, lack of priority or avoidance of the lien of the Insured Mortgage: (a) resulting from the avoidance in whole or in part, or from a court order providing an alternative remedy, of any transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction creating the lien of the Insured Mortgage because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws; or (b) because the Insured Mortgage constitutes a preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws by reason of the failure of its recording in the Public Records: (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or a judgment or lien creditor. 14. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 13 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the Insured Mortgage in the Public Records. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. Alamo Title Insurance By: President Attest: Joseph Love Secretary FORM T-2: Loan Policy of Title Insurance(01/03/14) TX---SPS-3339943-1-16-6000181600092 ALAMO TITLE INSURANCE POLICY NO.: 6000181600092-L (continued) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvement erected on the Land; (iii) subdivision of land; or (iv) environmental protection or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8, 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13 or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is: (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 13(b)of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This exclusion does not modify or limit the coverage provided under Covered Risk 11(b). 8. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Title. FORM T-2: Loan Policy of Title Insurance(01/03/14) TX----SPS-3339943-1-16-6000181600092 ALAMO TITLE INSURANCE POLICY NO.: 6000181600092-L LOAN POLICY OF TITLE INSURANCE (T-2) SCHEDULE A Name and Address of Title Insurance Company: Alamo Title Insurance P.O. Box 45023 Jacksonville, FL 32232-5023 GF No.: ATD-18-6000181600092 Policy No.: 6000181600092-L Loan No.: Address for Reference only: 904 E. Weatherford Street, Fort Worth, TX 76102 Amount of Insurance: $2,200,000.00 Premium: $364.00 Date of Policy: July 20, 2016 at 09:58 AM 1. Name of Insured: City of Fort Worth, a Texas municipal corporation, and each successor in ownership of the indebtedness secured by the insured mortgage, except a successor who is an obligor under the provisions of Section 12 (c)of the Conditions. 2. The estate or interest in the Land that is encumbered by the Insured Mortgage is: Fee Simple 3. Title is insured as vested in: Fort Worth Housing Finance Corporation, a Texas Housing Finance Corporation 4. The Insured Mortgage, and its assignments, if any, are described as follows: A deed of trust to secure an indebtedness in the amount shown below, Amount: $2,200,000.00 Dated: July 18, 2016 Trustor/Grantor: Fort Worth Housing Finance Corporation, a Texas Housing Finance Corporation Trustee: Vicki S. Ganske or Leann D. Guzman Beneficiary: City of Fort Worth, a Texas municipal corporation Loan No.: Recording Date: July 20, 2016 Recording No: D216162217, Real Property Records, Tarrant County, Texas 5. The Land referred to in this policy is described as follows: SEE EXHIBIT"A"ATTACHED HERETO AND MADE A PART HEREOF 6. This policy incorporates by reference those endorsements selected below: None; see attached endorsements Q Section 13 of the Conditions of this policy, which relates to Arbitration, is hereby deleted. END OF SCHEDULE A FORM T-2: Loan Policy of Title Insurance(01/03/14) TX---SPS-3339943-1-16-6000181600092 MUMIT "A" Lot 1R, Block 30, Original Town of Fort Worth, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof'recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, Save and Except that portion described in Special Warranty Deed from Fort Worth Transportation Authority to BNSF Railway Company, dated July 3, 2012 and recorded under instrument No. D212160570, Deed Records, Tarrant County, Texas, and the remaining portion of said Lot IR being more particularly described by metes and bounds as follows: BEGINNING at a found 5/8 inch iron rod for the most southerly southwest corner of the herein described tract of land, sarne being in the southeast boundary line of said Lot 1 R, the northwest right-of-way line E. First Street (having a 60 foot wide right-of-way being North 60 degrees 00 degrees 00 seconds East, a distance of 83.28 feet from the southwest corner of said Lot I R and being the most easterly or southeast corner of the save and except Portion of said Lot 1R recorded under Instrument No. D212160570; THENCE North 29 degrees 35 minutes 54 seconds West, deporting said E. First Street, over and across said Lot 1R and in the easterly boundary line of said save and except portion, a distance of 43.87 feet to a set 5/8 inch capped iron rod marked PROLINE for corner; THENCE South 79 degrees 36 minutes 37 seconds West, continuing over and across said Lot 1 R and in the northerly boundary line of said save and except portion of Lot IR, a distance of 82.80 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest corner of said save and expect portion, in the west boundary line of said Lot 1R and in the east right-of-way of the Burlington Northern 8F Railway; THENCE North 09 degrees 23 minutes 00 seconds West, in the west boundary line of said Lot 1R and in the east right-of-way of said Burlington Northern 8F Railway, a distance of 165.33 feet to a 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest corner of said Lot IR and the intersection of the east right-of-way of said Burlington Northern 8F Railway with the southeast right-of-way line of E. Weatherford Street (having an 80 foot wide right-of-way); THENCE North 59 degrees 53 minutes 56 seconds East, in the northwest boundary line a said Lot 1R and in the southeast right-of-way line of said E. Weatherford Street, a distance of 381.49 feet to a set"X" out in an existing concrete drive approach for corner; THENCE North 29 degrees 34 minutes 54 seconds West, continuing in the northwest boundary line of said Lot 1R and in the southeast right-of-way line said E. Weatherford Street, a distance of 12.51 feet to a set"X" cut in an existing concrete drive approach for corner; THENCE North 60 degrees 43 minutes 06 seconds East, continuing in the northwest boundary line of said Lot 1R and in the southeast right-of-way line of said E. Weatherford Street, a distance of 80.00 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the beginning of a curve to the right with a radius of 20.00 feet a chord bearing of South 74 degrees 15 minutes 48 seconds East and a chord distance of 28.44 feet; THENCE in an Easterly direction in said curve to the right and at the Intersection of the southeast right-of-way line of said E. Weatherford Street with the southwest right-of way line of N. Harding Street (having a 60 feet wide right-of-way), an are distance of 31.64 feet to a found 3/4 inch iron rod for corner, same being the end of said curve to the right and in the northeast boundary line of said Lot 1 R and in the southwest right-of-way line of said N. Harding Street; THENCE South 29 degrees 34 minutes 54 seconds East, in the northeast boundary line of said Lot 1 R and in the southwest right-of�-way of said N. Harding Street, distance of 191.84 feet to a set 5/8 inch capped iron rod for corner, same being the beginning of a curve to the right with a radius of 20.00 feet, a chord bearing of South 15 degrees 22 minutes 41 seconds that and a chord distance of 28.30 feet; THENCE in a Southerly direction in said curve to the right and the intersection of the southwest right-of'-way line of said N. Harding Street with the aforementioned northwest right-of-way of E. First Street, an are distance of 31.44 feet to a set 5/8 inch capped iron rod for corner, same being the end of said curve to the right and in the southeast boundary line of said Lot 1R and in the northeast right-of-way line said E. First Street; THENCE South 60 degrees 00 Minutes 00 Seconds West (direction control line), in the southeast boundary line said Lot 1R and in the northwest right-of-way line of said E. First Street, a distance of 459.25 feet to the POINT OF BEGINNING and containing 2.619 acres (114,094 square feet) of land, more or less. ALAMO TITLE INSURANCE POLICY NO.: 6000181600092-L SCHEDULE B EXCEPTIONS FROM COVERAGE GF No.: ATD-18-6000181600092 Policy No.: 6000181600092-L This policy does not insure against loss or damage (and the Company will not pay costs, attorneys'fees or expenses)that arise by reason of the terms and conditions of leases and easements, if any, shown in Schedule A, and the following matters: 1. The following restrictive covenants of record itemized below, but the Company insures that any such restrictive covenants have not been violated so as to affect, and that future violation thereof will not affect the validity or priority of the Insured Mortgage (insert specific recording data or delete this exception): Volume 388-218, Page 75, Plat Records, Tarrant County, Texas Omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability,handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law. 2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements. 3. Standby fees, taxes and assessments by any taxing authority for the year 2016, and subsequent years;and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 4. Liens and leases that affect theTitle, but that are subordinate to the lien of the Insured Mortgage. 5. (Insert here all other specific exceptions as to superior liens, easements, outstanding mineral and royalty interests, etc.) a. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals,together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. b. Rights of tenants in possession, as tenants only, under unrecorded lease agreements. C. The following, all according to the plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County,Texas: (a) 10 foot drainage easement; (b) 15 foot sanitary sewer easement; (c) 15 foot drainage easement centered on existing 3x6 storm drain; (d)7.5 utility easement; (e) public open space easements; and (f)floodway easement (g)5 foot utility easement; shown on survey dated April 27, 2016,prepared by David Rose, Registered Professional Land Surveyor Number#5448 FORM T-2: Loan Policy of Tice Insurance(01103114) TX—SPS-3339943-1-166000181800092 ALAMO TITLE INSURANCE POLICY NO.: 6000181600092-L SCHEDULE B EXCEPTIONS FROM COVERAGE (continued) d. Easement(s)and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: December 16, 1963 Recording No: in Volume 3881, Page 20, Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas shown on survey dated April 27, 2016, prepared by David Rose, Registered Professional Land Surveyor Number#5448 e. Easement(s)and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: February 14, 1964 Recording No: in Volume 3900, Page 50, Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas shown on survey dated April 27, 2016, prepared by David Rose, Registered Professional Land Surveyor Number#5448 f. Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: August 31, 1994 Recording No: in Volume 11711, Page 472, Real Property Records, Tarrant County, Texas g. Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated March 17, 2008, by and between Fort Worth Transportation Authority, as Lessor, and XTO Energy Inc., as Lessee, as evidenced in a memorandum thereof filed March 20, 2008, recorded under Clerk's File No. D208100631, Real Property Records, Tarrant County, Texas. As affected by Amendment and Ratification of Oil and Gas Lease and Memorandum of Oil and Gas Lease filed July 21,2010, recorded under Clerk's File No. D210176244, Real Property Records, Tarrant County, Texas. Reference to which instrument is here made for particulars. No further search of title has been made as to the interest(s)evidenced by this instrument, and the Company makes no representation as to the ownership or holder of such interest(s). h. Interest in and to all coal, lignite, oil, gas and other minerals, and all rights incident thereto, contained in instrument dated July 18, 2016, recorded July 20, 2016 at D216162216 of the Official Records of Tarrant County, Texas,which document contains the following language Grantor hereby excepts and reserves unto Grantor, Grantor's heirs, successors and assigns forever, all remaining groundwater, oil, gas and other minerals in and under and that may be produced from the lands described herein,. Reference to which instrument is here made for particulars. No further search of title has been made as to the interest(s) evidenced by this instrument, and the Company makes no representation as to the ownership or holder of such interest(s). FORM T-2: Loan Policy of Title Insurance(01/03/14) TX---SPS-3339943-1-16-6000181600092 ALAMO TITLE INSURANCE POLICY NO.: 6000181600092-L CONDITIONS 1. DEFINITION OF TERMS. (a) "Amount of Insurance': the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b),or decreased by Section 10 of these Conditions. (b) "Date of Policy":The date designated as"Date of Policy"in Schedule A. (c) "Entity':A corporation,partnership,trust,limited liability company or other similar legal entity. (d) "Indebtedness": The obligation secured by the Insured Mortgage including one evidenced by electronic means authorized by law,and if that obligation is the payment of a debt,the Indebtedness is the sum of: (i) the amount of the principal disbursed as of Date of Policy; (ii) the amount of the principal disbursed subsequent to Date of Policy; (iii) construction loan advances made subsequent to Date of Policy for the purpose of financing in whole or in part the construction of an improvement to the Land or related to the Land that the Insured was and continued to be obligated to advance at Date of Policy and at the date of the advance; (iv) interest on the loan; (v) prepayment premiums,exit fees and other similar fees or penalties allowed by law; (vi) expenses of foreclosure and any other costs of enforcement; (vii) amounts advanced to assure compliance with laws or to protect the lien or the priority of the lien of the Insured Mortgage before the acquisition of the estate or interest in the Title; (viii) amounts to pay taxes and insurance;and, (ix) reasonable amounts expended to prevent deterioration of improvements; but reduced by the total of all payments and by any amount forgiven by an Insured. (e) "Insured":the Insured named in Schedule A. (i) The term"Insured"also includes: (A) the owner of the Indebtedness and each successor in ownership of the Indebtedness, whether the owner or successor owns the Indebtedness for its own account or as a trustee or other fiduciary, except a successor who is an obligor under the provisions of Section 12(c)of these Conditions; (B) if the Indebtedness is evidenced by a"transferable record,"the person or Entity who has"control'of the"transferable record,"as these terms are defined by applicable electronic transactions law; (C) successors to an Insured by dissolution, merger,consolidation,distribution or reorganization; (D) successors to an Insured by its conversion to another kind of Entity; (E) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title: (1) If the stock,shares,memberships,or other equity interests of the grantee are wholly-owned by the named Insured; (2) If the grantee wholly-owns the named Insured;or (3) If the grantee is wholly-owned by an affiliated Entity of the named Insured,provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity; (F) any government agency or instrumentality that is an insurer or guarantor under an insurance contract or guaranty insuring or guaranteeing the Indebtedness secured by the Insured Mortgage,or any part of it,whether named as an Insured or not; (ii) With regard to(A), (B), (C), (D)and(E)reserving, however,all rights and defenses as to any successor that the Company would have had against any predecessor Insured, unless the successor acquired the Indebtedness as a purchaser for value without Knowledge of the asserted defect,lien,encumbrance or other matter insured against by this policy. (f) "Insured Claimant':an Insured claiming loss or damage. (g) "insured Mortgage":the Mortgage described in paragraph 4 of Schedule A. (h) "Knowledge"or"Known": actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (i) "Land": the land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title,interest, estate or easement in abutting streets,roads, avenues, alleys, lanes,ways or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. Q) "Mortgage': mortgage,deed of trust,trust deed,or other security instrument,including one evidenced by electronic means authorized by law. (k) "Public Records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), 'Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (1) "Title':the estate or interest described in Schedule A. (m) "Unmarketable Title":Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title or a prospective purchaser of the Insured Mortgage to be released from the obligation to purchase, lease or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE. The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured after acquisition of the Title by an Insured or after conveyance by an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured,or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either(i)an estate or interest in the Land,or(ii)an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The Insured shall notify the Company promptly in writing (i)in case of any litigation as set forth in Section 5(a) below, or(ii) in case Knowledge shall come to an Insured of any claim of title or interest that is adverse to the Title or the lien of the Insured Mortgage,as insured,and that might cause loss or damage for which the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice,the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. Subject to the provisions of this policy, upon acquisition of all or any part of the Title pursuant to the provisions of Section 2 of these Conditions, when, after the Date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in FORM T-2: Loan Policy of Title Insurance(01/03/14) TX----SPS-3339943-1-16-6000181600092 ALAMO TITLE INSURANCE POLICY NO.: 6000181600092-L (continued) Title insured by this policy that is not excluded or excepted from the coverage of this policy,the Company shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect or other matter is valid and not barred by law or statute.The Company shall notify the Insured in writing, within a reasonable time,of its determination as to the validity or invalidity of the Insured's claim or charge under the policy. If the Company concludes that the lien,encumbrance,adverse claim or defect is not covered by this policy,or was otherwise addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the Insured of the reasons for its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the Title as insured; (ii) indemnify the Insured as provided in this policy;(iii)upon payment of appropriate premium and charges therefor, issue to the Insured Claimant or to a subsequent owner,mortgagee or holder of the estate or interest in the Land insured by this policy,a policy of title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a loan policy, the amount of the loan; (iv) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien,encumbrance, adverse claim or defect; (v)secure a release or other document discharging the lien, encumbrance, adverse claim or defect;or(vi)undertake a combination of(i)through(v)herein. 4. PROOF OF LOSS. In the event the Company is unable to determine the amount of loss or damage,the Company may, at its option,require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance or other matter insured against by this policy that constitutes the basis of loss or damage and shall state,to the extent possible,the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS. (a) Upon written request by the Insured,and subject to the options contained in Sections 3 and 7 of these Conditions,the Company, at its own cost and without unreasonable delay,shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured.This obligation is limited to only those stated causes of action alleging matters insured against by this policy.The Company shall have the right to select counsel of its choice(subject to the right of the Insured to object for reasonable cause)to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Sections 3 and 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title or the lien of the Insured Mortgage,as insured,or to prevent or reduce loss or damage to the Insured.The Company may take any appropriate action under the terms of this policy,whether or not it shall be liable to the Insured.The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy.If the Company exercises its rights under this subsection,it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy,the Company may pursue the litigation to a final determination by a court of competent jurisdiction and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE. (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals,the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use,at its option,the name of the Insured for this purpose.Whenever requested by the Company,the Insured,at the Company's expense, shall give the Company all reasonable aid(i)in securing evidence,obtaining witnesses, prosecuting or defending the action or proceeding,or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title, the lien of the Insured Mortgage, or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation,the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute,or continue any litigation,with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence,reports,emails,disks,tapes,and videos whether bearing a date before or after Date of Policy,that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing,for any authorized representative of the Company to examine, inspect and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company,it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation,shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;TERMINATION OF LIABILITY. In case of a claim under this policy,the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance or to Purchase the Indebtedness. (i) to pay or tender payment of the Amount of Insurance under this policy together with any costs,attorneys'fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay;or (ii) to purchase the Indebtedness for the amount of the Indebtedness on the date of purchase,together with any costs,attorneys'fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of purchase and that the Company is obligated to pay. When the Company purchases the Indebtedness,the Insured shall transfer, assign, and convey to the Company the Indebtedness and the Insured Mortgage,together with any collateral security. Upon the exercise by the Company of either of the options provided for in subsections(a)(i)or(ii),all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in those subsections, shall terminate, including any liability or obligation to defend,prosecute,or continue any litigation. FORM T-2: Loan Policy of Title Insurance(01/03/14) TX---SPS-3339943-1-16-6000181600092 ALAMO TITLE INSURANCE POLICY NO.: 6000181600092-L (continued) (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys'fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay;or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy,together with any costs,attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections(b)(i)or(ii),the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend,prosecute or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the least of: (i) the Amount of Insurance; (ii) the Indebtedness; (iii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy;or (iv) if a government agency or instrumentality is the Insured Claimant, the amount it paid in the acquisition of the Title or the Insured Mortgage in satisfaction of its insurance contract or guaranty. (b) If the Company pursues its rights under Section 3 or 5 and is unsuccessful in establishing the Title or the lien of the Insured Mortgage, as insured, (i) the Amount of Insurance shall be increased by 10%,and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In the event the Insured has acquired the Title in the manner described in Section 2 of these Conditions or has conveyed the Title,then the extent of liability of the Company shall continue as set forth in Section 8(a)of these Conditions. (d) In addition to the extent of liability under(a), (b) and (c), the Company will also pay those costs, attorneys'fees and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY. (a) If the Company establishes the Title,or removes the alleged defect, lien or encumbrance,or cures the lack of a right of access to or from the Land,or establishes the lien of the Insured Mortgage,all as insured,or takes action in accordance with Section 3 or 7, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent,the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction,and disposition of all appeals,adverse to the Title or to the lien of the Insured Mortgage,as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY. (a) All payments under this policy,except payments made for costs,attorneys'fees and expenses, shall reduce the Amount of Insurance by the amount of the payment. However, any payments made prior to the acquisition of Title as provided in Section 2 of these Conditions shall not reduce the Amount of Insurance afforded under this policy except to the extent that the payments reduce the Indebtedness. (b) The voluntary satisfaction or release of the Insured Mortgage shall terminate all liability of the Company except as provided in Section 2 of these Conditions. 11. PAYMENT OF LOSS. When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 12. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT. (a) The Company's Right to Recover. Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title or Insured Mortgage and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees and expenses paid by the Company. If requested by the Company,the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies.The Insured Claimant shall permit the Company to sue, compromise or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant,the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Insured's Rights and Limitations. (i) The owner of the Indebtedness may release or substitute the personal liability of any debtor or guarantor,extend or otherwise modify the terms of payment, release a portion of the Title from the lien of the Insured Mortgage, or release any collateral security for the Indebtedness,if it does not affect the enforceability or priority of the lien of the Insured Mortgage. (ii) If the Insured exercises a right provided in(b)(i),but has Knowledge of any claim adverse to the Title or the lien of the Insured Mortgage insured against by this policy,the Company shall be required to pay only that part of any losses insured against by this policy that shall exceed the amount, if any, lost to the Company by reason of the impairment by the Insured Claimant of the Company's right of subrogation. (c) The Company's Rights Against Non-insured Obligors. The Company's right of subrogation includes the Insured's rights against non-insured obligors including the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that FORM T-2: Loan Policy of Title Insurance(01/03/14) TX---SPS-3339943-1-16-6000181600092 ALAMO TITLE INSURANCE POLICY NO.: 6000181600092-L (continued) address subrogation rights. The Company's right of subrogation shall not be avoided by acquisition of the Insured Mortgage by an obligor (except an obligor described in Section 1(e)(i)(F) of these Conditions) who acquires the Insured Mortgage as a result of an indemnity, guarantee,other policy of insurance,or bond and the obligor will not be an Insured under this policy. 13. ARBITRATION. Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules,there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy.All arbitrable matters when the Amount of Insurance is$2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s)may be entered in any court of competent jurisdiction. 14. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements,if any,attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy,this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or lien of the Insured Mortgage or by any action asserting such claim, shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person,or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions.Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term regardless of whether the term is capitalized in the Commitment, endorsement or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipulations shall be deemed to refer to the Conditions of this policy. 15. SEVERABILITY. In the event any provision of this policy,in whole or in part,is held invalid or unenforceable under applicable law,the policy shall be deemed not to include that provision or such part held to be invalid and all other provisions shall remain in full force and effect. 16. CHOICE OF LAW;FORUM. (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore,the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title or the lien of the Insured Mortgage that are adverse to the Insured, and in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of laws principles to determine the applicable law. (b) Choice of Forum:Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 17. NOTICES,WHERE SENT. Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at National Claims Administration, P.O. Box 45023,Jacksonville, FL 32232-5023. FORM T-2: Loan Policy of Title Insurance(01/03/14) TX----SPS-3339943-1-16-6000181600092 IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: Para obtener informacion o para presentar una queja: You may call Alamo Title Insurance's toll-free Usted puede Ilamar al numero de telefono gratuito telephone number for information or to make a de Alamo Title Insurance's para obtener complaint at: informacion o para presentar una queja al: 1-877-862-9111 1-877-862-9111 You may contact the Texas Department of Usted puede comunicarse con el Departamento de Insurance to obtain information on companies, Seguros de Texas para obtener informacion sobre coverages, rights, or complaints at: companias, coberturas, derechos, o quejas al: 1-800-252-3439 1-800-252-3439 You may write the Texas Department of Usted puede escribir al Departamento de Seguros Insurance: de Texas a: P.O. Box 149104 P.O. Box 149104 Austin, TX 78714-9104 Austin, TX 78714-9104 Fax: (512)490-1007 Fax: (512)490-1007 Web: www.tdi.texas.gov Sitio web: www.tdi.texas.gov E-mail: Cons umerProtectionCo)tdi.texas.aov E-mail: Cons umerProtection(a)tdi.texas.gov PREMIUM OR CLAIM DISPUTES: DISPUTAS POR PRIMAS DE SEGUROS O Should you have a dispute concerning your RECLAMACIONES: premium or about a claim you should contact Si tiene una disputa relacionada con su prima de the company first. If the dispute is not seguro o con una reclamacion, usted debe resolved, you may contact the Texas comunicarse con la compania primero. Si la Department of Insurance. disputa no es resuelta, usted puede comunicarse con el Departamento de Seguros de Texas. ATTACH THIS NOTICE TO YOUR POLICY: ADJUNTE ESTE AVISO A SU POLIZA: This notice is for information only and does not Este aviso es solamente para propositos become a part or condition of the attached informativos y no se convierte en parte o en document. condicion del documento adjunto. Texas Form B-0023-07 Important Notice(06/01/15) Page 1 of 6 D216162216 7120/2016 9:38 AM PGS 6 Fee: $36.00 Submitter:XEROX COMMERCIAL SOLUTIONS Electronically Recorded by Tarrant County Clerk in Official Public Records G1,ZJ Mary Louise Garcia SPECIAL WARRANTY DEED NOTICE OF CONFIbENTIALITY RIGHTS: IF YOU AREA NATURAL PERSON,YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBWLAN iO TITLE (`OM PANY �� GFrrsoo0tersaaasz -.. Ls,(Y Data: Ju_y 1$, 201 fi F _— _._ _ Grantor. FORT WORTH TRANSPORTATION AUTHORITY, A REGIONAL TRANSPORTATION AUTHORITY Grantor's Mailing Address; 804 CHERRY STREET,SUITE 950,FORT WORTH, rEXAS 76102 Grantee: FORT WORTH HOUSING FINANCE CORPORATION, A TEXAS HOUSING FINANCE CORPORATION Grantee's Mailing Address: 1000 THROCKMORTON STREET,FORT WORTH,TEXAS 76102 Consideration: TEN AND NO1100--(510 0D)--DOLLARS and other good and valuable consideralton the receipt of which Is hereby acknowledged and confessed; Proporty(including any Improvamants): BEING THAT CERTAIN LOT,TRACT OR PARCEL OF LAND SITUATED IN THE CITY OF FORT WORTH,TARRANT COUNTY,TEXAS,AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS ON EXHIBIT"A"ATTACHED HERETO AND MADE A PART HEREOF FOR ALL PURPOSES.. Reservations from Conveyance: THtS CONVEYANCE iS MADE SUBJECT TO AND THERE JS EXCEPTED HEREFROM, ALL GROUNDWATER,OIL,GAS AND OTHER MINERALS AND ROYALTIES HERETOFORE RESERVED OR CONVEYED TO OTHERS AND GRANTOR HEREBY EXCEPTS AND RESERVES UNTO GRANTOR, GRANTOR'S HEIRS SUCCESSORS ANDASSIGNS FOREVER,ALL REMAINING GROUNDWATER,OIL, GAS AND OTHER MINERALS IN AND UNDER AND THAT MAY BE PRODUCED FROM THE LANDS DESCRIBED HEREIN IF THE MINERAL ESTATE IS SUBJECT TO EXISTING PRODUCTION OR AN EXISTING LEASE, THIS RESERVATION INCLUDES THE PRODUCTION THE LEASE AND ALL BENEFITS FROM IT. GRANTOR DOES HEREBY EXPRESSLY RELEASE AND WAIVE,ON BEHALF OF THE GRANTOR AND THE GRANTOR'S HEIRS,SUCCESSORS,AND ASSIGNS,ALL RIGHTS OF INGRESS AND EGRESS, AND ANY AND ALL OTHER RIGHTS OF EVERY KIND AND CHARACTER WHATSOEVER,TO ENTER UPON AND USE ANY PART OF THE SURFACE OF THE SUBJECT PROPERTY,INCLUDING,WITHOUT LIMITATION THE RIGHT TO ENTER UPON AND USE ANY PART OF THE SURFACE OF THE SUBJECT PROPERTY FOR ANY PURPOSE INCIDENT TO EXPLORING FOR, DEVELOPING DRILLING FOR, PRODUCING, TRANSPORTING., MINING, TREATING, OR STORING THE OIL. GAS AND OTHER MINERALS IN ON AND UNDER THE SUBJECT PROPERTY, NOTHING HEREIN CONTAINED SHALL EVER BE CONSTRUED TO PREVENT THE GRANTOR OR THE GRANTOR'S HEIRS, SUCCESSORS,OR ASSIGNS. FROM DEVELOPING OR PRODUCING THE OIL.GAS AND OTHER MINERALS IN AND UNDER THE SUBJECT PROPERTY BY POOLING OR BY DIRECTIONAL DRILLING UNDER THE SUBJECT PROPERTY FROM WELL SITES LOCATED ON TRACTS OUTSIDE THE SUBJECT PROPERTY, Excoptlons to CDnvoyance and Warranty: 'THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE ENCUMBRANCES ON EXHIBIT"B" ATTACHED HERETO AND MADE A PART HEREOF.AND IS EXECUTED.DELIVERED AND ACCEPTED SUBJECT TO AD VALOREM TAXES FOR THE CURRENT YEAR, ROLLBACK'FAXES DUE TO THIS CONVEYANCE OR GRANTEE'S USE OF THE SUBJECT PROPERTY, MAINTENANCE FUND LIENS, ZONING ORDINANCES,UTILITY DISTRICT ASSESSMENTS AND STANDBY FEES,IF ANY,ANY AND ALL VALID UTILITY EASEMENTS CREATED BY THE DEDICATION DEED OR FLAT OF THE SUBDIVISION IN WHICH SAID REAL PROPERTY IS LOCATED, RECORDED EASEMENTS R86ERVATIONS, MINERAL RESERVA71ONS AND LEASES, RESTRICTIONS, COVENANTS, CONDITIONS. RIGHTS OF WAY EASEMENTS, IF ANY, AFFECTING THE HEREIN DESCRIBED PROPERTY BUT ONLY TO THE EXTENT THE SAME ARE SHOWN OF RECORD AND ARE VALID AND SUBSISTING. Warranty Dead/AT22 NL0215642 Page 1 of 2 SPECIAL WARRANTY DEED 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. LE COMPANY Date: July 18, 2016 GF G Fit 6000161600092 + `SAt Grantor: FORT WORTH TRANSPORTATION AUTHORITY, A REGIONAL TRANSPORTATION AUTHORITY Grantor's Mailing Address: 801 CHERRY STREET,SUITE 850,FORT WORTH,TEXAS 76102 Grantee: FORT WORTH HOUSING FINANCE CORPORATION, A TEXAS HOUSING FINANCE CORPORATION Grantee's Mailing Address: 1000 THROCKMORTON STREET,FORT WORTH,TEXAS 76102 Consideration: TEN AND NO1100--(510 00)----DOLLARS and other good and valuable consideration.the receipt of which is hereby acknowledged and confessed; Property(including any improvements): BEING THAT CERTAIN LOT,TRACT OR PARCEL OF LAND SITUATED IN THE CITY OF FORT WORTH,TARRANT COUNTY,TEXAS,AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS ON EXHIBIT"A"ATTACHED HERETO AND MADE A PART HEREOF FOR ALL PURPOSES. Reservations from Conveyance: THIS CONVEYANCE IS MADE SUBJECT TO AND THERE IS EXCEPTED HEREFROM, ALL GROUNDWATER,OIL,GAS AND OTHER MINERALS AND ROYALTIES HERETOFORE RESERVED OR CONVEYED TO OTHERS AND GRANTOR HEREBY EXCEPTS AND RESERVES UNTO GRANTOR, GRANTOR'S HEIRS SUCCESSORS AND ASSIGNS FOREVER,ALL REMAINING GROUNDWATER,OIL, GAS AND OTHER MINERALS IN AND UNDER AND THAT MAY BE PRODUCED FROM THE LANDS DESCRIBED HEREIN. IF THE MINERAL ESTATE IS SUBJECT TO EXISTING PRODUCTION OR AN EXISTING LEASE, THIS RESERVATION INCLUDES THE PRODUCTION, THE LEASE AND ALL BENEFITS FROM IT, GRANTOR DOES HEREBY EXPRESSLY RELEASE AND WAIVE,ON BEHALF OF THE GRANTOR AND THE GRANTOR'S HEIRS,SUCCESSORS,AND ASSIGNS,ALL RIGHTS OF INGRESS AND EGRESS, AND ANY AND ALL OTHER RIGHTS OF EVERY KIND AND CHARACTER WHATSOEVER,TO ENTER UPON AND USE ANY PART OF THE SURFACE OF THE SUBJECT PROPERTY,INCLUDING,WITHOUT LIMITATION.THE RIGHT TO ENTER UPON AND USE ANY PART OF THE SURFACE OF THE SUBJECT PROPERTY FOR ANY PURPOSE INCIDENT TO EXPLORING FOR, DEVELOPING. DRILLING FOR, PRODUCING, TRANSPORTING. MINING, TREATING, OR STORING THE OIL, GAS AND OTHER MINERALS IN.ON.AND UNDER THE SUBJECT PROPERTY. NOTHING HEREIN CONTAINED SHALL EVER BE CONSTRUED TO PREVENT THE GRANTOR. OR THE GRANTOR'S HEIRS, SUCCESSORS, OR ASSIGNS. FROM DEVELOPING OR PRODUCING THE OIL,GAS AND OTHER MINERALS IN AND UNDER THE SUBJECT PROPERTY BY POOLING OR BY DIRECTIONAL DRILLING UNDER THE SUBJECT PROPERTY FROM WELL SITES LOCATED ON TRACTS OUTSIDE THE SUBJECT PROPERTY. Exceptions to Conveyance and Warranty: THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE ENCUMBRANCES ON EXHIBIT"B" ATTACHED HERETO AND MADE A PART HEREOF.AND IS EXECUTED,DELIVERED AND ACCEPTED SUBJECT TO AD VALOREM TAXES FOR THE CURRENT YEAR, ROLLBACK TAXES DUE TO THIS CONVEYANCE OR GRANTEE'S USE OF THE SUBJECT PROPERTY, MAINTENANCE FUND LIENS, ZONING ORDINANCES,UTILITY DISTRICT ASSESSMENTS AND STANDBY FEES, IF ANY,ANY AND ALL VALID UTILITY EASEMENTS CREATED BY THE DEDICATION DEED OR PLAT OF THE SUBDIVISION IN WHICH SAID REAL PROPERTY IS LOCATED, RECORDED EASEMENTS. RESERVATIONS, MINERAL RESERVATIONS AND LEASES, RESTRICTIONS, COVENANTS, CONDITIONS. RIGHTS OF WAY EASEMENTS, IF ANY, AFFECTING THE HEREIN DESCRIBED PROPERTY BUT ONLY TO THE EXTENT THE SAME ARE SHOWN OF RECORD AND ARE VALID AND SUBSISTING. Warranty peed/AT22 NL0215642 Page 1 of 2 Grantor, for the consideration and subject to the Reservations from Conveyance and Exceptions to Conveyance and Warranty,grants_sells,and conveys to Grantee the property,together with all and singular the rights and appurtenances thereto in anywise belonging,to have and hold It to Grantee.Grantee's heirs, executors, administrators.successors. or assigns forever Grantor hereby binds Grantor and Grantor's heirs.executors.administrators.and successors to warrant and forever defend all and singular the property to Grantee and Grantee's heirs.executors,administrators.successors and assigns,against every person whomsoever lawfully claiming or to claim the same or any part thereof,except as to the Reservations from Conveyance and Exceptions to Conveyance and Warranty,when the claim Is by,through.or under Grantor, but not otherwise When the context requires.singular nouns and pronouns include the plural FORT W TRANSPORTATION AUTHORITY,A REGI L T NSPORTATION UTH�O UT,Yi - '1/1 - (, .0 s�.�� LLA PRESIDENT 8 CEO ACCEPTED AND AGREED 70: FORT WORTH HOUSING FINANCE CORPORATION,A TEXAS HOUSING FINANCE CORPORATION BY: AUBREY THAGARD.ASSISTANT GENERAL MANAGER (Acknowledgment) THE STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on the_I f�day of..� ZD((i .by PAUL J BALLARD, PRESIDENT & CEO OF FORT WORTH IRAN ORTA ON AUTHORITY, A REGIONAL TRANSPORTATION AUTHORITY,ON BEHALFAF SAID RE IONAL TRANSPORTATION AUTHORITY. GINA GUTIERREZ �= Notary Public,Stote Of Texts i Kotary/PMsc.State of'Tffxas My Commission Expires Notar3's Name(printed): ytih �0p. Decembtet 20, 2018 Notary's commission expires: - NOTICE:This document affects your legal rights Read it carefully before signing AFTER RECORDING RETURN TO: PREPARED IN THE LAW OFFICE OF: FORT WORTH HOUSING FINANCE NEWMAN&LAWLER CORPORATION.A TEXAS HOUSING FINANCE A PROFESSIONAL CORPORATION CORPORATION ATTORNEYS AT LAW 1000 7HROCKMORTON STREET 200 BAILEY AVE.,SUITE 100 FORT WORTH.TEXAS 76102 FORT WORTH.TEXAS 70107 Warranty Deed I AT22_NL0215642 Page 2 of 2 Grantor, for the consideration and subject to the Reservations from Conveyance and Exceptions to Conveyance and Warranty,grants,sells.and conveys to Grantee the property,together with all and singular the rights and appurtenances thereto in any wise belonging,to have and hold it to Grantee,Grantee's heirs. executors. administrators, successors, or assigns forever Grantor hereby binds Grantor and Grantor's heirs,executors,administrators,and successors to warrant and forever defend all and singular the property to Grantee and Grantee's heirs.executors,administrators,successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof,except as to the Reservations from Conveyance and Exceptions to Conveyance and Warranty,when the claim is by,through.or under Grantor, but not otherwise When the context requires.singular nouns and pronouns include the plural FORT WORTH TRANSPORTATION AUTHORITY,A REGIONAL TRANSPORTATION AUTHORITY BY: PAUL J BALLARD.PRESIDENT&CEO ACCEPTED AND AGREED TO: FORT WORTH HOUSING FINANCE COR PORATI USING FINANCE CORPOON BYAG . ASSISTANT GENERAL MA ER (Acknowledgment) THE STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on the day of by PAUL J BALLARD, PRESIDENT & CEO OF FORT WORTH TRANSPORTATION AUTHORITY, A REGIONAL TRANSPORTATION AUTHORITY,ON BEHALF OF SAID REGIONAL TRANSPORTATION AUTHORITY.. Notary Public,Slate of Texas Notary's Name(printed): Notary's commission expires: NOTICE:This document affects your legal rights Read it carefully before signing AFTER RECORDING RETURN TO: PREPARED IN THE LAW OFFICE OF: FORT WORTH HOUSING FINANCE NEWMAN&LAWLER CORPORATION.A TEXAS HOUSING FINANCE A PROFESSIONAL CORPORATION CORPORATION ATTORNEYS AT LAW tODD THROCKMORTON STREET 200 BAILEY AVE..SUITE 100 FORT WORTH.TEXAS 78102 FORT WORTH.TEXAS 7G107 Warranty Deed/AT22_NLO215642 Page 2 of 2 ]]I IT "Alt Lot IR, Block 30, Original Town of Fort Worth, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, Save and Except that portion described in Special Warranty Deed from Fort Worth Transportation Authority to BNSF Railway Company, dated July 3, 2012 and recorded under instrument No.. D212160570, Deed Records, Tarrant County, Texas, and the remaining portion of said Lot IR being more particularly described by metes and bounds as follows: BEGINNING at a found 5/8 inch iron rod for the most southerly southwest corner of the herein described tract of land, same being in the southeast boundary line of said Lot IR, the northwest right-of'-way line E. First Street (having a 60 foot wide right-of-way being North 60 degrees 00 degrees 00 seconds East, a distance of 8.3.28 feet fiom the southwest corner of said Lot 1R and being the most easterly or southeast comer of the save and except Portion of said Lot IR recorded under,Instrument No, D212160570; THENCE North 29 degrees .35 minutes 54 seconds West, deporting said E. First Street, over and across said Lot IR and in the easterly boundary line of said save and except portion, a distance of 43.87 feet to a set 5/8 inch capped iron rod marked PROLINE for corner; THE-NCE South 79 degrees 36 minutes 37 seconds West, continuing over and across said Lot 1R and in the northerly boundary line of said save and except portion of Lot 1 R, a distance of 82.80 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the northwest confer of said save and expect portion, in the west boundary line of said Lot IR and in the east right-of-way of the Burlington Northern 8F Railway; THENCE North 09 degrees 23 minutes 00 seconds West, in the west boundary line of said Lot 1R and in the east right-of-way of said Burlington Northern 8F Railway, a distance of 165.33 feet to a 5/8 inch capped iron rod marked PROLINE for comer, same being the northwest corner of said Lot IR and the intersection of the east right-of-way of said Burlington Northern 8F Railway with the southeast right-of-way line of E. Weatherford Street (having an 80 foot wide right-of-way); THENCE North 59 degrees 53 minutes 56 seconds East, in the northwest boundary line a said Lot 1R and in the southeast right-of-way line of said E. Weatherford Street, a distance of 381.49 feet to a set"X"out in an existing concrete drive approach for corner; THENCE North .29 degrees .34 minutes 54 seconds West, continuing in the northwest boundary line of said Lot 1 R and in the southeast right-of-way line said E. Weatherford Street, a distance of 12,51 feet to a set "X" cut in an existing concrete drive approach for corner; THENCE North 60 degrees 43 minutes 06 seconds East, continuing in the northwest boundary line of said Lot 1R and in the southeast right-of-way line of said E. Weatherford Street, a distance of 80.00 feet to a set 5/8 inch capped iron rod marked PROLINE for corner, same being the beginning of a curve to the right with a radius of 20,00 feet a chord bearing of South 74 degrees 15 minutes 48 seconds East and a chord distance of 28.44 feet; THENCE in an Easterly direction in said curve to the right and at the Intersection of the southeast right-of-way line of said E. Weatherford Street with the southwest right-of-way line of N. Harding Street (having a 60 feet wide right-of-way), an are distance of 31.64 feet to a found 3/4 inch iron rod for corner, same being the end of said curve to the right and in the northeast boundary line of said Lot I R and in the southwest right-of-way line of said N. Harding Street; THENCE South 29 degrees .34 minutes 54 seconds East, in the northeast boundary line of said Lot 1R and in the southwest right-of-way of said N. Harding Street, distance of 191.84 feet to a set 5/8 inch capped iron rod for corner, seine being the beginning of a curve to the right with a radius of 20.00 feet, a chord bearing of South 15 degiees 22 minutes 41 seconds that and a chord distance of 28.30 feet; THENCE in a Southerly direction in said curve to the right and the intersection of the southwest right-of-way line of said N. Harding Street with the aforementioned northwest right-of--way of E. First Street, an arc distance of 31.44 feet to a set 5/8 inch capped iron rod for corner, same being the end of said curve to the right and in the southeast boundary line of said Lot I R and in the northeast right-of-way line said E. First Street; THENCE South 60 degrees 00 Minutes 00 Seconds West (direction control line), in the southeast boundary line said Lot I R and in the northwest right-of way line of said E. First Street, a distance of 459.25 feet to the POINT OF BEGINNING and containing 2.619 acres (114,094 square feet)of land, more or less. 1, lBIT "B" attached to and made a part of a Special Warranty Deed from Fort Worth Transportation Authority, as Grantor to Fort Worth Housing Finance Corporation, as Grantee 1. Restrictive covenants recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas 2 Standby fees,taxes and assessments by any taxing authority for the year 2016 and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership 3. Rights of parties in possession 4 The following, all according to the plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County,Texas: (a) 10 foot utility and drainage easement; (b) 15 foot sanitary sewer easement; (c) 15 foot drainage easement centered on existing 3x6 storm drain; (d) 7.5 utility easement; (e) public open space easements;and (f) floodway easement (g) 5 foot utility easement 5 asement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: December 16, 1963 Recording No: in Volume 3881, Page 20, Real Property Records,Tarrant County,Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas 6 Easement(s)and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: February 14, 1964 Recording No: in Volume 3900, Page 50, Real Property Records,Tarrant County,Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas 7 Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: August 31, 1994 Recording No: in Volume 11711, Page 472, Real Property Records,Tarrant County, Texas 8 tease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated March 17, 2008, by and between Fort Worth Transportation Authority, as Lessor, and XTO Energy Inc, as Lessee,as evidenced in a memorandum thereof filed March 20, 2008, recorded under Clerk's File No. D2D8100631, Real Property Records,Tarrant County, Texas As affected by Amendment and Ratification of Oil and Gas Lease and Memorandum of nil and Gas Lease filed July 21, 2010, recorded under Clerk's File No. D210176244, Real Property Records,Tarrant County, Texas M&C Review Pagel of 3 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FoRIr— TWORTH COUNCIL ACTION: Approved on 3/3/2015 -Ordinance No. 21678-03-2015 DATE: 3/3/2015 REFERENCE C-27212 LOG NAME: 17NS 904 E WEATHERFORD NO.. – – CODE: C TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Change of Use and Expenditure in the Amount of$2,200,000.00 of Community Development Block Grant Funds to the Fort Worth Housing Finance Corporation in the Form of a Forgivable Loan for the Development of Apartments to be Located at 904 E. Weatherford Street, Authorize Execution of a Conditional Commitment and a Contract, Authorize Substantial Amendment to the City's 2012-2013, 2013-2014 and 2014-2015 Action Plans and Substitution of Funding Years, Authorize Transfer of Funds and Adopt Appropriation Ordinance (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council: 1. Authorize a substantial amendment to the City's 2012-2013, 2013-2014 and 2014-2015 Action Plans; 2. Authorize the substitution of current and prior funding years in order to meet commitment, disbursement and expenditure deadlines for grant funds from the United States Department of Housing and Urban Development; 3. Authorize a change in use and expenditure in the amount of$2,200,000.00 of prior and current year's Community Development Block Grant funds to the Fort Worth Housing Finance Corporation in the form of a forgivable loan for the development of a mixed income multifamily rental development to be located at 904 E. Weatherford Street; 4. Authorize the City Manager or his designee to execute a conditional commitment with the Fort Worth Housing Finance Corporation for the development; 5. Authorize the City Manager or his designee to execute a contract with the Fort Worth Housing Finance Corporation for a three year term beginning on the date of execution of the contract; 6. Authorize the City Manager or his designee to extend the conditional commitment or the contract for up to one year if the Fort Worth Housing Finance Corporation requests an extension and such extension is necessary to complete the development; 7. Authorize the City Manager or his designee to amend the conditional commitment or the contract if necessary to achieve project goals provided that the amendment is within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds; 8. Authorize transfer of$545,271.26 from the General Fund - HUD Restricted Funds to the Grants Fund; and 9. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Fund in the amount of$545,271.26. DISCUSSION: http://apps.cfwnet.org/council_packet/mc_review.asp?ID=20763&councildate=3/3/2015 5/17/2018 M&C Review Page 2 of 3 The Fort Worth Housing Finance Corporation has requested a loan in the amount of$2,200,000.00 of Community Development Block Grant (CDBG) funds for a portion of the costs to acquire the land for a mixed income multifamily rental development to be located at 904 E. Weatherford Street. The development will consist of approximately 120 units, 51 percent of which will be affordable and available for rent to households earning at or below 80 percent of Area Median Income. Ten of the affordable units will be permanent supportive housing units available to low and very low-income tenants. The land, currently owned by the Fort Worth Transportation Authority, will be purchased for fair market value set by an appraisal dated October 16, 2014 at $2,142,000.00 with the additional $58,000.00 to be used as needed for closing costs. On May 13, 2014, the City Council approved a repayment to the United States Department of Housing and Urban Development (HUD) to close the Evans and Rosedale Economic Development Activity (M&C L-15682). The City and HUD agreed that the repaid funds would be placed in a restricted account until a CDBG-eligible activity was identified. A liability was booked in the General Fund for$1,445,271.26, the amount of the repayment to HUD. Upon approval by the City Council of this M&C, $545,271.26 of the liability will be released and the funds will be available to be used for this project. Staff recommends a change in use and expenditure of$2,200,000.00 of the City's CDBG funds in the form of a forgivable loan to the Fort Worth Housing Finance Corporation to be used for acquisition and closing costs for the land for the development. Staff recommends the following contract and loan terms: 1. Contract term of three years beginning on the date of execution with up to a one year extension; 2. Loan term of 20 years commencing on the date of the loan documents. Loan to be forgiven at the end of the loan term provided that all CDBG and contract terms are met; and 3. Performance of the contract and CDBG requirements to be secured by a recorded deed of trust. The expenditure of the CDBG funds is conditioned upon the following: 1. Receipt of grant funds from HUD; 2. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; 3. Receipt of authorization to use grant funds from HUD; and 4. Construction and permanent financing for the development to be acceptable to City. Action Plan funding years selected may vary and be substituted based on the Principle of First In, First Out, in order to expend oldest grant funds first. The development will benefit low and very low- income City citizens by providing them with quality, accessible, affordable housing. A public comment period on the change in use and intent to expend prior years' CDBG funds for this development was held from January 9, 2015 to February 9, 2015. Any comments are maintained by the Housing and Economic Development Department, in accordance with federal regulations. The development is located in COUNCIL DISTRICT 9. FISCAL INFORMATION/CERTIFICATION: The Fiscal Year 2015 budget included appropriations of$2,224,687.63 in the Grants Fund for Community Development projects. As of January 29, 2015, the funds have not been expended. A liability was booked in the General Fund for$545,271.26 for this expense and upon approval of this Mayor and Council Communication, the liability will be released. Upon approval of this recommendation, the Financial Management Services Director certifies that funds will be available and can be reallocated for the development of the multifamily project to be located at 904 E. Weatherford. TO Fund/Account/Centers FROM Fund/Account/Centers http://apps.cfwnet.org/council_packet/mc_review.asp?ID=20763&councildate=3/3/2015 5/17/2018 M&C Review Page 3 of 3 G 6 539120 017206280160 $1,160,175.16 21 GR76 539120 017206280990 $1,160,175.16 21 GR76 539120 017206650160 $494,553.58 GR76 539120 017206650990 $494,553.58 1&3&8&9) $545,271.26 8) GG01 203000 0000000 $545,271.26 GR76 539120 017206716160 8 &9) $545,271.26 GR76 472001 017206716160 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Cynthia Garcia (8187) Additional Information Contact: Ana Alvarado (7536) ATTACHMENTS 17-904EWeatherfordMap.pdf 17904 E WEATHERFORD AO FY2015.docx http://apps.cfwnet.org/council_packet/mc_review.asp?ID=20763&councildate=3/3/2015 5/17/2018