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HomeMy WebLinkAboutContract 45984-A1 CITY SECRFTAW CONTRACT NO, 46qqLL FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 45984 WHEREAS, on September 23, 2014, the City Council of the City of Fort Worth ("City") authorized the expenditure of a total of $1,300,000.00 in HOME Investment Partnerships Program ("HOME") grant funds to the Fort Worth Housing Finance Corporation ("FWHFC"), for an affordable housing development in the Diamond Hill-Jarvis neighborhood and the sale of 21 lots to FWHFC for the construction of new single family houses to be sold to HOME-eligible buyers (M&C C-27008); WHEREAS, the Board of Directors of FWHFC, a Texas housing finance corporation and public instrumentality of the City, approved contracts with City to purchase the lots and for the HOME funds in order to act as developer of affordable housing for low and moderate income home buyers (Resolution No. FWHFC-2014-13); WHEREAS, on September 25, 2414, City and FWHFC made and entered into City Secretary Contract No. 45984 for the purpose of funding the construction of up to 21 single family houses as part of the Hardy Street Single Family Infill Development (the "Original Contract"); WHEREAS, the Original Contract provided funding to FWHFC pursuant to a grant from the United States Department of Housing and Urban Development through the HOME Program, Catalog of Federal Domestic No. 14.239, with which the City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments,lenders,private industry and non-profit housing organizations; WHEREAS, the Original Contract specifically provided FWHFC with City HOME funds for the construction of a single family house to be located at 3649 Eagle Nest Street as part of the development; WHEREAS, the City is required to spend a portion of its annual award of HOME funds on projects with Community Housing Development Organizations ("CHDO") and has requested that the HOME contracts for the development be assigned by FWHFC to Tarrant County Housing Partnership, Inc., a CHDO, in order to assist City in meeting its CHDO spending and commitment goals with the United States Department of Housing and Urban Development; WHEREAS, it is the mutual desire of City and FWHFC to assign FWHFC's rights and obligations as Developer under the Original Contract to Tarrant County Housing Partnership, Inc. in order to meet the City's strategic goal of development and revitalization of the City's rri affordable housing stock and to accomplish the objectives of the Original Contract; rr, _< WHEREAS, Tarrant County Housing Partnership, Inc., a Texas non-profit corporation o and CHDO is willing to assume all of FWHFC's rights and obligations as Developer under the Original Contract; z 0 OFFICIAL RECORD CHDO SINGLE FAMILY CONTRACT CITY SECRETARY Page a Hardy Street Infill Project TCHP—3609 Hardy Street FT, WORTH, TX Rev 6-4-2025 WHEREAS, on May 19, 2015, the City Council authorized the expenditure of an additional $310,000.00 of HOME funds to Tarrant County Housing Partnership (hereinafter "Developer") (M&C C-27295); WHEREAS, Developer has requested that 3649 Hardy Street be substituted for the original address of 3649 Eagle Nest Street and City has agreed to the substitution; WHEREAS, in order to facilitate the development and to assist the City in meeting its CHDO commitment and spending goals and requirements, City and Developer have agreed to amend and restate the Original Contract and incorporate their agreement as set forth below, which agreement shall substitute for and supersede the terms of the Original Contract. City and Developer may be referred to individually as a"Party" and collectively as"the Parties". NOW THEREFORE, in consideration of the mutual agreements in the Original Contract as amended and restated herein, and the further consideration of the mutual covenants, obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated, City and Developer agree that the following is substituted for and supersedes the Original Contract: "This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter"City") and Tarrant County Housing Partnership, Inc. (hereafter"Developer"), a Texas non-profit corporation. City and Developer may be referred to individually as a"Party" and jointly as"the Parties". The Parties state as follows: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development ("HUD") through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239, with which City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments,lenders,private industry, and non-profit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title 11 of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq_ (the "HOME Regulations" or "Regulations")is to benefit low-income citizens by providing them with affordable housing; WHEREAS, a portion of City's HOME funds are reserved for the use of certain housing development entities that qualify under the HOME Regulations as a Community Housing Development Organization or CHDO; WHEREAS, Developer is a Texas non-profit corporation managed by a volunteer Board of Directors working to increase the number of quality, accessible, and affordable ownership housing units available to low and moderate income individuals and families and has fulfilled the requirements of the HOME Program to be a CHDO; CHDO SINGLE FAMILY CONTRACT Page 2 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 WHEREAS, City has certified that Developer is a Community Housing Development Organization; WHEREAS, Developer requested HOME CHDQ funds for an eligible project under the HOME Regulations whereby Developer will construct a single family house located at 3609 Hardy Street,Fort Worth,TX 76106 for sale to a low-to moderate-income homebuyer, WHEREAS, City citizens and the City Council have determined that the development of quality, accessible, affordable housing is needed for moderate-, low-, and very low-income City citizens; NOW, THEREFORE, in consideration of the mutual covenants and obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated, the Parties understand and agree as follows: 1. INCORPORATION OF RECITALS. City and Developer hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract,the following terms shall have the definitions ascribed to them as follows: Affordable House means a house purchased by a HOME Eligible Buyer for which the monthly payment of principal, interest, property taxes, and hazard insurance is not more than 30% or less than 20% of the homebuyer's monthly gross income. In the case of new house construction,the percentage of the homebuyer's monthly gross income shall not exceed 32%. Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended,42 U.S.C. 12701 et seq. Affordability Period means the period of time that a house purchased or constructed with HOME funds must remain affordable and subject to recapture provisions in 24 CFR Part 92.254 of the HOME Regulations. The Affordability Period for the house constructed under this Contract is 5 years unless otherwise required as set forth in Section 7.3.2. The Affordability Period begins on the date the project status is changed to"complete" in IDIS. Area Median Income or AMT means the median family income for the Fort Worth-Arlington metropolitan statistical area as determined annually by HUD. CHDQ SINGLE FAMILY CONTRACT Page 3 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 Business Diversity Enterprise Ordinance or BDE means City's Business Diversity Ordinance, Ordinance No. 20020-12-2011. Complete Documentation means the following documentation as applicable: ■ Attachments I and II, with supporting documentation as follows: ❑ Proof of expense: copies of timesheets, invoices, leases, service contracts or other documentation showing that payment is due by Developer. ❑ 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 the 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, subcontractor or vendor eligibility as described in Section 6.6; and (v) any other documents or records reasonably necessary to verify costs spent for the house. ■ Complete Documentation shall meet the standards described in the attached Exhibit"J"- Standards for Complete Documentation. Community Housing Development Organization or CHDO means, as defined in 24 CFR 92.2 as amended from time to time, a private non-profit organization, that: (1)Is organized under State or local Iaws; (2) Has no part of its net earnings inuring to the benefit of any member, founder, contributor, or individual; (3) Is neither controlled by, nor under the direction of, individuals or entities seeking to derive profit or gain from the organization_ A CHDO may be sponsored or created by a for-profit entity, but: (i) The for-profit entity may not be an entity whose primary purpose is the development or management of housing, such as a builder, developer, or real estate management firm; (ii) The for-profit entity may not have the right to appoint more than one-third of the membership of the organization's governing body, and board members appointed by the for-profit entity may not appoint the remaining two-thirds of the board members; and (iii) The CHDO must be free to contract for goods and services from vendors of its own choosing; and (iv) The officers and employees of the for-profit entity may not be officers or employees of the CHDO. (4) Has a tax exemption ruling from the Internal Revenue Service under section 501(c) (3) or (4) of the Internal Revenue Code of 1985 (26 CFR 1.501(c)(3)-1), is classified as a subordinate of a central organization non-profit under section 905 of the Internal CHDO SINGLE]FAMILY CONTRACT Page 4 Hardy Street Infill project TCHP—3609 Hardy Street Rev 6-4-2015 Revenue Code of 1986, or if the private nonprofit organization is an wholly owned entity that is disregarded as an entity separate from its owner for tax purposes (e.g_, a single member limited liability company that is wholly owned by an organization that qualifies as tax-exempt), the owner organization has a tax exemption ruling from the Internal Revenue Service under section 501(c)(3) or(4) of the Internal Revenue Code of 1986 and meets the definition of CHDO; (5) Is not a governmental entity (including the participating junisdiction, other jurisdiction, Indian tribe, public housing authority, Indian housing authority, housing finance agency, or redevelopment authority) and is not controlled by a governmental entity. An organization that is created by a governmental entity may qualify as a CHDO; however, the governmental entity may not have the right to appoint more than one-third of the membership of the organization's governing body and no more than one-third of the board members may be public officials or employees of the governmental entity. Board members appointed by a governmental entity may not appoint the remaining two-thirds of the board members. The officers or employees of a governmental entity may not be officers or employees of a CHDO; (6) Has standards of financial accountability that conform to 24 CFR 84.21 "Standards for Financial Management Systems"; (7) Has among its purposes the provision of decent housing that is affordable to low- income and moderate-income persons, as evidenced in its charter, articles of incorporation, resolutions, or by laws; (8) Maintains accountability to low-income community residents by: (i) Maintaining at least one-third of its governing board's membership for residents of low-income neighborhoods, other low-income community residents, or elected representative of low-income neighborhood organizations. For urban areas, "community" may be a neighborhood or neighborhoods, city, county or metropolitan area; for rural areas, it may be a neighborhood or neighborhoods, town, village, county, or multi-county area (but not the entire State); and (ii) Providing a formal process for low-income-program beneficiaries to advise the organization in its decisions regarding the design, siting, development, and management of affordable housing; (9) Has a demonstrated capacity for carrying out activities assisted with HOME funds. A designated organization undertaking development activities as a developer or sponsor must satisfy this requirement by having paid employees with housing development experience who will work on projects assisted with HOME funds. For its first year of funding as a CHDO, an organization may satisfy this requirement through a contract with a consultant who has housing development experience to train appropriate key staff of the organization. An organization that will own housing must demonstrate capacity to act as owner of a project and meet the requirements of§ 92.300(a)(2). A nonprofit organization does not meet the test of demonstrated capacity based on any person who is a volunteer or whose services are donated by another organization; and (10) Has a history of serving the community within which housing to be assisted with HOME funds is to be located. In general, an organization must be able to show one year of serving the community before HOME funds are reserved for the organization. However, a newly created organization formed by local churches, service CHDO SINGLE FAMILY CONTRACT Page 5 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 organizations or neighborhood organizations may meet this requirement by demonstrating that its parent organization has at least a year of serving the community. Completion means the substantial completion of the house as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection Report, HUD Compliance Inspection Report, and any other applicable final inspection approval from City. Completion Deadline means January 1,2617. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means any deed of trust from Developer in favor of City covering the Property and securing the indebtedness evidenced therein and Developer's performance of the requirements of this Contract and the of the HOME Regulations, as the same may be extended, amended, restated, supplemented or otherwise modified. The form of the Deed of Trust is attached as part of Exhibit "E"—Loan Documents. Developer Fee means 10% of the total HOME eligible development costs actually spent for the Required Improvements to be paid to Developer. Director means the Director of City's Neighborhood Services Department. Effective Date means September 25, 2014. HAP or HAP Program means City's Homebuyer Assistance Program which provides subordinate forgivable deferred payment loans with HOME funds for closing cost and/or down payment assistance to eligible homebuyers under the HAP Guidelines. HAP Guidelines means any rules, regulations, guidelines and requirements by City or HUD that a homebuyer must meet in order to {i} qualify for HAP down payment and/or closing cost assistance, and {ii} fulfill the homebuyer's obligations under the HOME Program during the Affordability Period. HAP Loan means the subordinate purchase money loan from City under its HAP Program to a HOME Eligible Buyer in the minimum amount of 51,000.00 HAP Loan Documents means the HOME Written Agreement between City and the HOME Eligible Buyer, the promissory note in favor of City in the amount of the HAP assistance and the deed of trust securing the HAP Loan, as well as any other instruments evidencing, securing or guaranteeing the HAP Loan, as the same may be extended, amended, restated, supplemented or otherwise modified. HOME means the HOME Investment Partnerships Program. CHDO SINGLE FAMILY CONTRACT Page 6 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 HOME Eligible Buyer means a homebuyer, whether one or more, (i) whose annual income adjusted for family size does not exceed $0% of AMI, and (ii) who meets HAP Guidelines and qualifies for and receives a minimum of $1,000.00 of down payment and/or closing cost assistance in the form of a HAP loan. HOME Funds means the HOME Program grant funds supplier/ by City to Developer under the terms of this Contract not to exceed $181,720.00, which includes the costs set forth in Exhibit "B"---Budget and the Developer Fee. HOME Regulations means the HOME Investment Partnerships Program Final Rule found at 24 CFR Part 92 et seq. HOME Requirements means that the house constructed with the HOME Funds must be sold by Developer to a HOME Eligible Buyer who has received a minimum HAP Loan of$1,000.00 and who will occupy the house as his or her Principal Residence throughout the Affordability Period in accordance with the HAP Loan Documents and HAP Guidelines. HUD means the United States Department of Housing and Urban Development. IDIS means HUD's Integrated Disbursement Information System. Loan means the HOME Funds provided to Developer by City in the form of a forgivable deferred payment loan under the terms of this Contract as more particularly described in the Loan Documents. Loan Documents means security instruments including without limitation, City's Promissory Note and Deed of Trust, or any other similar security instruments evidencing, securing or guaranteeing City's interest in the Required Improvements constructed by Developer in accordance with the terms of this Contract as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Neighborhood Services Department means City's Neighborhood Services Department created on February 17, 2015 in Ordinance No. 21651-02-2015. Plans means the elevations and site plans related to the Required Improvements prepared by Developer's architect which have been delivered to and then reviewed and approved by City on or before the Effective Date, and any and all amendments thereto approved by City. The elevations for the house are attached as Exhibit"A-1"—Final Elevations. Principal Residence means the house purchased from Developer by a HOME Eligible Buyer who will occupy it continuously throughout the Affordability Period in accordance with the HAP Guidelines and the HAP Loan Documents. Promissory Note means any note in the amount of the HOME Funds executed by Developer payable to the order of City, as the same may be extended, amended, gestated, supplemented or CH17o SINGLE FAMILY CONTRACT Page 7 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 otherwise modified. The form of the Promissory Note is attached as Exhibit "E" — Loan Documents. Property means the lot or lots on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. Required Improvements or the house means all the improvements for a single family house to be constructed on the Property, together with all fixtures, improvements and appurtenances now or later to be located on the Property and/or in such improvements. The house will be commonly known as 3509 Hardy Street, Fort Worth, TX 751.05. The Required Improvements are part of an infill housing development project known as the Hardy Street Single Family Infill Development in which Developer will construct and sell single family houses in the Diamond Hill-Jarvis neighborhood to HOME Eligible Buyers(the"project"). Reimbursement Request means all reports and other documentation described in Section 10_ Sales Proceeds means the funds resulting from the sale of the house to a HOME Eligible Buyer and consisting of the sales price of the house less (i) any construction loan repayment (other than the HOME Funds) and (ii) any common and customary seller's closing costs approved by City shown on the H`UD-1 Settlement Statement, or as otherwise defined in the HOME Regulations. 3. TERM AND EXTENSION 3.1 Term. The term of this Contract begins on the Effective Date and terminates in 5 years unless earlier terminated as provided in this Contract. 3.1.1 Extension of Contract. This Contract may be extended for 1 year upon Developer submitting a request for an extension in writing at least 60 calendar days before the end of the Contract terra. The request for 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 and agreed that it is in City's sole discretion whether to approve or deny Developer's request for an additional terra. Any such extension shall be in the form of an amendment to this Contract executed by the Parties. 3.2 Term of Loan. The term of the Loan commences on the date of the Promissory Note and terminates in 5 years 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 HOME Funds. City shall provide up to $165,204.00 of HOME Funds in the form of the Loan for eligible expenses for the development of the house under the terms and conditions described herein. CHDO SINGLE FAMILY CONTRACT Page 8 Hardy Street Infill Project TCHP--3609 Hardy Street Rev 6-4-2015 4.2 City Will Monitor. City will monitor the activities and performance of Developer and any of its contractors, subcontractors or vendors annually as required by 24 CFR Part 92.504. 5. DEVELOPER OBLIGATIONS. 5.1 Construction of Required Improvements. Developer shall complete the construction of the Required Improvements as described in Exhibit "A" - Project Summary and Scope of Work in accordance with the Plans, the schedule in Exhibit "C" - Construction and Reimbursement Schedule, and the terms and conditions of this Contract. 5.1.1 Written__Cost Estimates, Constructions Contracts and Construction Documents. Developer shall submit to City the construction contracts and construction documents to show the work to be undertaken for the Required Improvements in sufficient detail that City can perform all required inspections in accordance with 24 CFR Part 92.251 (a)(2)(iv). City shall review written cost estimates for the construction of the Required Improvements to determine that such costs are reasonable. In the event City, in its sole discretion,determines that such costs are unreasonable, Developer shall revise said costs estimates to City's satisfaction. 5.2 Use of HOME Funds. 5.2.1 Sale of Required Improvements to a HOME Eligible Buyer. Developer shall sell the house to HOME Eligible Buyers under the terms and conditions of this Contract. 5.2.2 Costs in Compliance with HOME Regulations and Contract. Developer shall be reimbursed for eligible costs for the Required Improvements with HOME Funds only if City determines in its sole discretion that: 5.2.2.1 Costs are eligible expenditures in accordance with the HOME Regulations. 5.2.2.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. 5.2.2.3 Complete Documentation, as applicable, is submitted by Developer. 5.2.3 Budget. Developer agrees that the HOME Funds will be paid on a reimbursement basis 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 5.2.2, Exhibit CHDG SINGLE FAMILY CONTRACT Page 9 Hardy Street Infill Project TCHP-3609 Hardy Street Rev 6-4-2015 "A" —Project Summary and Scope of Work, and shall not increase the total amount of HOME .Funds. 5.2.4 Change in Budget. 5.2.4.1 Developer will notify City promptly of any additional funds it receives for construction of the Required Improvements, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. 5.2.4.2 Developer agrees to utilize the HOME Funds to supplement rather than supplant funds otherwise available for the house. 5.3 Payment of HOME Funds to Developer. HOME Funds will be disbursed to Developer upon City's approval of Developer's written and signed Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. It is expressly agreed by the Parties that any HOME Funds not reimbursed to Developer shall remain with City. 5.4 Identify Expenses Paid with HOME Funds. Developer will keep accounts and records in such a manner that City may readily identify and account for expenses reimbursed with HOME funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.5 Acknowledgement of City Payment of HOME Funds. Within 90 calendar clays after the sale of the house, Developer shall sign an acknowledgement that City has paid all HOME Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying all or any portion of the HOME Funds that City has not paid to Developer. Once City has met all of its obligations for payment of HOME Funds hereunder, an officer of Developer shall sign an acknowledgement of same. 5.6 Security for City's Interest. To secure City's interest in the Required Improvements and the performance of Developer's obligations hereunder, Developer shall execute the Loan Documents and record the Deed of Trust at the earlier of(i) the acquisition of the Property, or (il) before any construction materials are delivered to the Property or any work is commenced on the Required Improvements. No HOME Funds will be paid or reimbursed until the Loan Documents are executed and the Deed of Trust is recorded. City will release the Deed of Trust upon the closing of the sale of the house to a.HOME Eligible Buyer. 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. CHDO SINGLE FAMILY CONTRACT Page 10 Hardy Street Infill Project TCHP--3609 Hardy Street Rev 6-4-2015 5.6.1.2 Provide City with a Mortgagee's or Lender's policy of title 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 a copy of an estimated settlement statement from the title company at least I business day before closing of the Loan. 5.6.1.5 Ensure City's lien is in first lien position unless otherwise approved in writing by City. In addition, City must approve in writing any secured financing for the Required Improvements that is to be subordinate to the Loan. 5.6.1.6 The term of the Loan shall be as specified in Section 3.3. 5.6.1.7 No interest shall accrue on the Loan provided that Developer complies with the terms and conditions of the Promissory Note. 5.6.1.8 The Loan is a forgivable deferred payment loan. The Loan will be forgiven provided that (i) the house is sold to a HOME Eligible Buyer in accordance with the HOME Requirements, (ii) City receives the Sales Proceeds, and (iii) Developer is not otherwise in default of the Loan terms or Contract provisions. 5.6.1.9 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract or the HOME. Regulations including but not limited to the HOME Requirements. The Deed of Trust shall secure both repayment of the HOME Funds, if required, and performance by Developer of its obligations under this Contract. 5.6.1.10 Refinancing of the Loan or any approved subordinate financing by Developer shall require City's prior written approval for the purpose of ensuring compliance with the HOME Requirements, which approval shall not be unreasonably conditioned or withheld. 5.6.1.11 Failure by Developer to comply with this Section 5.6.1 will be an event of default under this Contract and the Loan Documents. 5.7 Maintain HOME Requirements. Developer shall ensure that the house is sold to a HOME Eligible Buyer as required by this Contract and the HOME Regulations. Developer must notify City in writing if Developer has not entered into a binding sales contract for the house with a HOME Eligible Buyer within 6 months of Completion. Such notice must be given within 14 calendar days of the 6 month deadline and Developer shall have 7 calendar days from the date of the notice to submit a detailed plan describing how the house will be sold to a HOME Eligible Buyer within 9 months of Completion. If Developer has not sold the house within 9 months of Completion, then the CHDO SINGLE FAMILY CONTRACT Page I I Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 default provisions of Section 11.3 of this Contract shall apply, 5.8 HOME Requirements Survive Transfer. Any sale or transfer of the Property by Developer during the Contract term, other than a sale of the house to a HOME Eligible Buyer or a transfer due to condemnation or to obtain utility services, may at City's sole discretion require the repayment of the HOME Funds. At a minimum, any such sale or transfer will require the new owner or transferee to assume in writing the HOME Requirements as well as all of Developer's other obligations under this Contract. Failure of the new owner or transferee to promptly assume all of Developer's obligations under this Contract and the Loan Documents will result in immediate termination of this Contract and any HOME Funds already paid to Developer must be repaid to City within 30 days of such termination. In addition, City may pursue any of its remedies under the Loan Documents if the new owner or transferee fails.to assume all of Developer's obligations hereunder. 5.9 CHDO Certification. 5.9.1. CHDO Requirements Met. By the execution of this Contract, Developer represents that it meets the requirements for designation as a CHDO set forth in 24 CFR Part 92.2. 5.9.2 Status Reports. Developer has a continuing duty to provide City with all documentation or information in regard to any change in its status as a CHDO or as a 501(c)(3) tax exempt entity within 10 business days of said change. Developer shall provide an annual board roster and proof of its continued status as a CHDO to City by January 30th of each year. CHDO shall replace any board member who resigns or is otherwise no longer able to serve within 3 months of the vacancy. The failure of Developer to maintain its status as a CHDO and a 501(c)(3) tax exempt entity shall result in termination of this Contract and return of all HOME Funds to City if CHDO is unable to cure any violations of this Section within 30 calendar days of written notice from City. 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 until City sends a Notice to Proceed. Developer's failure to meet the Construction Schedule or the Completion Deadline 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. City shall conduct progress and final inspections of the construction of the house to ensure that work is done in accordance with applicable codes, Developer's construction contract and the construction documents in accordance with 24 CFR Part 92.251 (a)(2)(v). The construction of the house must pass a Neighborhood Services Department Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any other applicable CHDO SINGLE FAMILY CONTRACT Page 12 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 5-4-2015 HUD-required inspections during the construction period, along with any applicable final inspection approval from City at the completion of the construction of the house. 6.2 Applicable Laws,Building Codes and Ordinances. The Plans and construction for the house shall (i) conform to all applicable Federal, State, City and other local laws, ordinances, codes, rules and regulations, including the HOME Regulations; (ii) meet all City building codes; (iii) meet the Energy Conservation requirements as required by the State of Texas in Chapter 11 of the International Residential Code; (iv) if new construction, must conform to the Model Energy Code published by the Council of American Building Officials. 6.3 Property Standards During Construction. If applicable, Developer shall comply with the following during the construction of the house: (i) the Uniform Physical Condition Standards ("UPCS") contained in 24 CFR 5.703 and (ii) City property standards. 6.4 Lead-Based Paint Re uircments. If applicable, Developer will comply with all Federal lead-based paint requirements including lead screening in housing built prior to 1978 in accordance with 24 CFR Part 92.355 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 the 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 documents; or (ii) an assumption of any responsibility or liability by City for any negligent act, error or omission in the conduct or preparation of any tests, investigations, surveys, designs, working drawings and specifications or other documents by Developer or any of its architects, contractors or subcontractors, and their respective officers,agents, employees and lower tier subcontractors. 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 house. For purposes of this Contract, the term "vendors" shall include real estate brokers, other real estate marketing professionals, title companies, as well as surveyors and appraisers if Developer pays for the survey or the appraisal. The term "vendors" does not include suppliers and materialmen. Developer shall ensure that all subcontractors or vendors utilized by Developer or subcontractors utilized by Developer's general contractor in the construction of the house, or vendors utilized by Developer in the marketing or sale of the house are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by City, the State of Texas or the Federal government. Developer acknowledges that 24 CFR Part 85.35 forbids CHDO SINGLE FAMILY CONTRACT Page 13 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 Developer from hiring or continuing to employ any contractor, subcontractor or vendor that is listed on the Federal Excluded Parties List System for Award Management, www.sam.gov ("SAM"). Developer must confirm by search of SAM that all contractors, subcontractors or vendors are not listed by SAM as being debarred, both prior to hiring and prior to submitting a Reimbursement Request which includes invoices from any such contractor, subcontractor, or vendor. Failure to submit such proofs of search shall be an event of default. In the event that City 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 stop work on the house and Developer shall not be reimbursed for any work performed by such contractor, subcontractor or vendor_ However, this Section shall 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 so long as Developer owns the house which was constructed in whole or in part with the HOME Funds. 7. SALE OF REQUIRED IMPROVEMENTS TO HOME ELIGIBLE BUYER. 7.1 Income Eligibility. Homebuyer eligibility will be determined using the definition of annual income in 24 CFR 5.609. 7.2 Sales Price of Required Improvements; Market Analysis. The sales price of each house shall not exceed 95% of the median purchase price for the area as set by HUD in accordance with 24 CFR 92.254. The sales price of the house shall be established by a market analysis obtained by Developer and furnished by Developer to City within 30 calendar days of Developer applying for building permits from City. The sales price established by the market analysis shall only be valid for 9 months from the date of the market analysis. If Developer has not sold the house to a HOME Eligible Buyer within the 9 month period during which the market analysis is valid, a new market analysis must be performed to establish the sales price of the house. City in its sole discretion may extend this 9 month period for up to 60 days if Developer has entered into a Minding sales contract for the house before the end of the 9 month period and needs the extension to close the sale of the house. 7.3 HOME Eligible Buyer. All purchasers of the House must be HOME Eligible Buyers. Developer must verify that a prospective purchaser is a HOME Eligible Buyer and must timely supply City with all information necessary to prove eligibility for the HAP Loan. Any attempted sale of a house to a purchaser who is not a HOME Eligible Buyer shall be an event of default and shall result in automatic termination of this Contract. HOME Eligible Buyers must complete a homeownership training and counseling program prior to closing their purchase of the house from Developer. This requirement shall be evidenced by a completion certificate from a HUD- certified housing counseling agency provided to City. Failure to provide a copy of such certificate shall be an event of default. CHD4 SINGLE FAMILY CONTRACT Page 14 Hardy Street Infill Project TCHP--3609 Hardy Street Rev 6-4-2015 7.3.1 HAP Participation. All prospective purchasers of a house must apply and qualify for a HAP Loan of at least $1,000.00 of down payment and/or closing cost assistance at least 30 calendar days prior to closing of the sale of the house. Eligibility for a HAP Loan shall be determined by City in its sole discretion using the HAP Guidelines. City shall enter into a HOME Written Agreement with the prospective purchaser as part of the HAP Loan. If requested by City, Developer shall use its best efforts to timely provide City with all documents necessary for City to process the HAP Loan application, including verification of homebuyer income eligibility. 7.3.2 Other HOME Assistance. HOME Regulations require that the amount of HOME investment that is subject to recapture is based on the amount of HOME assistance that enabled the homebuyer to buy the dwelling unit. The sales price of the house will be determined by a market analysis performed by Developer in accordance with Section 7.2. In the evcnt that the price of the house is reduced below the sales price set by the market analysis or a lender's appraisal, whichever is lower, and the amount of the reduction in the sales price plus the amount of the HAP Loan exceeds $15,000.00, then the Affordability Period will be 10 years. If the amount of the reduction in the sales price plus the amount of the HAP Loan exceeds $40,000.00, then the Affordability Period will be 15 years. 7.3.2.1 If required, the additional Affordability Period will be more particularly described in the HOME Written Agreement and evidenced by a note to City in the amount of the other HOME Assistance described in this subsection and secured by a deed of trust in favor of City. The loan will be a subordinate forgivable deferred payment loan for the term of the additional required Affordability Period. 7.3.2.2 Developer shall notify City, and if necessary, the prospective homebuyer and the prospective homebuyer's first lien mortgage company within 5 business days of determining that the sales price of the house will require an additional Affordability Period. 7.4 Sales Contract. Developer shall provide City with a copy of a proposed sales contract for the house for City approval prior to execution by Developer. City will review and approve the sales contract or request changes within I business day. The sales contract must contain the following provision: 7.4.1 "The Property was constructed with Federal funds which require that the Buyer occupy it as Buyer's principal residence for up to 15 years. To assure performance of this Federal requirement, Buyer must apply for and obtain a subordinate loan of at least $1,000.00 from the City of Tort Worth's Homebuyer Assistance Program for closing cost and/or down payment assistance. City's loan will be secured with a Deed of Trust which will remain on the Property for a minimum of 5 years. If Buyer occupies the Property as Buyer's principal residence for the full affordability period based on the amount of direct assistance calculated in accordance with Federal requirements, City will forgive its loan. If CHDO SINGLE FAMILY CONTRACT Page 15 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 Buyer does not meet the Federal requirements for City's loan, Seller shall terminate the contract by giving notice to Buyer and the Earnest Money will be refunded to Buyer." 7.5 Developer to Provide Settlement Statement. Developer shall provide City the estimated HUD-1 Settlement Statement at least 5 business days prior to the closing of the sale of the house to a HOME Eligible Buyer. The HUD- 1 shall show any homebuyer subsidies, the HAP Loan, any loan for the other HOME Assistance and the Sales Proceeds to be retumed to City. Developer shall not close the sale of a house without receiving City's written approval of the final HUD-1. Written approval from City to the title company closing the sale of the house shall be deemed written approval of the final HUD-1 for purposes of this Section. 7.6 Deadline for Sale of Required llmnrovements. The house must be sold to a HOME Eligible Buyer within 9 months of Completion. Developer shall submit monthly status reports to City regarding the sale of each house beginning with the first month after Completion and continuing until the house is sold. 7.7 Marketing 7.7.1. Affirmative Marketing. Developer must adopt affirmative marketing procedures and requirements for the Required Improvements consistent with City policies and procedures. The procedures and requirements must include methods for informing the public, owners and potential homebuyers about fair housing laves and policies so as to ensure that all individuals, without regard for sex, age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender, are given an equal opportunity to participate in the project. Affirmative marketing procedures and requirements must include the following as required by 24 CFR Part 92.351: 7.7.1.1 Methods for informing the public, owners, and potential purchasers about Federal fair housing laws and City's affirmative marketing policy 7.7.1.2 Requirements and practices Developer must adhere to in order to carry out City's affirmative marketing procedures and requirements 7.7.1.3 Procedures to be used by Developer to inform and solicit potential purchasers of the houses constructed as part of the project in the housing market area who are not likely to seek to purchase a house without special outreach; 7.7.1.4 Records that will be kept describing actions taken by Developer to affirmatively market the program and houses constructed as part of the project and records to assess the results of these actions; and CHDD SINGLE FAMILY CONTRACT Page 16 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 7.7.1.5 A description of how Developer will annually assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. 7.7.2. City Approval. All Developer marketing procedures related to the house and the project, including but not limited to the affirmative marketing described in Section 7.7.1, are subject to approval by City. Developer shall submit all marketing plans for City approval no later than 30 calendar days after the Effective Date. 7.7.3 Effective Marketing. Developer will be solely responsible for the effective marketing responsibilities necessary to achieve the HOME Requirements. Documentation supporting these efforts shall be submitted to City upon request and shall include, but not be limited to, brochures, sign-in sheets for open houses, listings, and advertisements for the house and the project. 7.8 Developer Fee. Developer shall be paid the Developer Fee as more particularly described in Exhibit"C" — Construction and Reimbursement Schedule upon the closing of the sale of the house to a HOME Eligible Buyer so long as City has received copies of all of the inspections set forth in Section 6.1.1. City shall pay Developer Fee at City's sole option (i) outside of closing upon receipt from Developer of an invoice including Complete Documentation showing the total amount of HOME Funds actually spent to develop the Required Improvements, or(ii) at closing. City, in its sole discretion, may elect to pay a portion of the Developer Fee before closing. If City so elects, such early partial payment shall be more particularly described in Exhibit "B" — Budget and Exhibit"C"—Construction and Reimbursement Schedule. 7.9 Sales Proceeds. All Sales Proceeds shall be returned to City. S. ADDITIONAL HOME REQUIREMENTS. Developer agrees to comply with all requirements of the HOME Program as stated in the HOME Regulations, including, but not limited to the following: 8.1 Environmental Review. HOME Funds will not be paid and costs may not be incurred until City has conducted an environmental review and completed an Environmental Review Record as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with, 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 Section will (i) cause this Contract to terminate immediately, and (ii) require Developer to repay to City any HOME Funds received and forfeit any future payments of HOME Funds_ CHDO SINGLE FAMILY CONTRACT Page 17 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-201 5 8.1.2 Mitigation. Developer must take the mitigation actions outlined in Exhibit"A-2"--Environmental Mitigation Action. 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 HOME Funds,-and that such commitment or approval may occur only upon satisfactory completion of environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58. 8.3. Monitorin-,. 8.3.1 Developer understands and agrees that it will be subject to monitoring by City for compliance with the HOME Regulations, the terms of this Contract and the Loan Documents until the project is closed in IDIS and for 5 years thereafter. Developer will provide reports and access to project files as requested by City during the term of the Contract and for 5 years after the project is closed in IDIS. In order to assist City with its monitoring, Developer shall comply with all the reporting requirements set out in 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 HOME Funds, and to Developer's officers, agents, and records that are related to the use of the HOME Funds, and to Developer's officers agents, employees, contractors, subcontractors and vendors for the purpose of such monitoring_ 8.33 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. City shall provide Developer with a written report of the monitor's findings after each monitoring visit_ 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 This Section 8.3 shall be applicable for the duration of the Contract term 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 92.353 and all other applicable Federal and State laws and City ordinances and requirements pertaining to relocation. CHDO SINGLE FAMILY CONTRACT Page 18 Hardy Street Infill Project TC14P-3609 Hardy Street Rev 6-4-2015 8.5 Compliance with Davis-Bacon Act. If applicable, Developer and its general contractor and all lower tier subcontractors will comply with the Davis-Bacon Act as described in Section 14.14 and Exhibit"H"—Federal Labor Standards Provisions - Davis-Bacon Requirements-. 8.6 Developer Procurement_Standards. Developer shall ensure that procurement of materials and services is done in a cost effective manner. Developer shall comply with all applicable Federal, State and local laws, regulations, and ordinances for making procurements under this Contract. 8.7 Copyright and Patent Rights. No reports, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of Developer. HUD and City shall possess all rights to invention or discovery, as well as rights in data which may arise as a result of Developer's performance under this Contract. 8.8 Terms Applicable to Contractors Subcontractors and Vendors. Developer understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which are in any way paid with HOME Funds or who perform any work in connection with the construction or sale of the house. 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 its obligations regarding the HOME Requirements and the HOME Regulations. Developer shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance with the HOME Requirements, the HOME Regulations and Contract provisions. Developer is responsible to cure all violations of the HOME Regulations committed by its contractors, subcontractors or vendors pertaining to this Contract. City maintains the right to insist on Developer's full compliance with the terms of this Contract and the HOME Regulations and Developer is responsible for such compliance regardless of whether actions to fulfill the requirements of this Contract or the HOME Regulations 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 be applicable for 5 years after the termination of this Contract. 8.9 Payment and Performance Bonds. Subject to the requirements of 24 CFR 85.36(h), Developer shall furnish City with payment and performance bonds in a form acceptable to City in the amount of the construction cost for the house but not less than $165,240.011. 9. RECORD KEEPING, REPORTING AND DOCUMENTATION REQUIREMENTS, RIGHT TO AUDIT. 9.1 Record Keeping Developer shall maintain a record keeping system as part of its performance of its obligation under the terms of this Contract and shall promptly provide City with copies of any CHDO SINGLE FAMILY CONTRACT Page 19 Hardy Street Infill Project TCHP--3609 Hardy Street Rev 6-4-2015 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. Developer will maintain all records and documentation related to this Contract for S years after the Contract terminates. If any claim, litigation, or audit is initiated before the expiration of the 5 year period, the relevant records and documentation must be retained until all such claims, litigation or audits have been resolved. 9.1.2 Access to Records. Representatives of City and 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 for 5 years after the Contract terminates. Such access shall be during regular business hours and upon at least 7 calendar days 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/or final financial report if required by City at the termination of this Contract and/or the end of the Loan in such form and within such times as City may prescribe. Failure to submit any report or documentation described in this Contract to City shall be an event of default of this Contract and City may exercise all of it remedies for default under this Contract and Loan Documents. 9.2.1 Additional Information. Developer shall provide City with additional information as may be required by State or Federal agencies to substantiate HOME Program activities and/or expenditure eligibility. 9.3 Chanee 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 calendar days prior to the effective date of such change, and the Parties shall execute an amendment to this Contract reflecting such change if necessary. 9.4 City Reserves the Right to Audit. City reserves the right to perform an audit of Developer's project operations and finances at any time during the term of this Contract or for 5 years after the Contract terminates, if City determines that such audit is necessary for City's compliance with the HOME 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 be resolved within 15 business days after notice to Developer of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this Contract and/or other contracts with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINER THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER CHDO SINGLE FAMILY CONTRACT Page 20 Hardy Street Infill Project TCHP--3609 Hardy Street Rev 6-4-2015 AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 10. REIMBURSEMENT REQUIREMENTS. Developer shall provide City with Complete Documentation and the following reports as shown in Exhibit "F"--Reimbursement Forms with each Reimbursement Request: 10.1 Attachment I—Invoice. This report shall contain the amount requested for reimbursement in the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). This report must be signed by an authorized signatory of Developer. By signing Attachment I, Developer is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Contract, and the data contained in the report is true and correct. 10.2 Attachment II---Expenditure Worksheet. This report shall itemize each expense requested for reimbursement by Developer. In order for this report to be complete the following must be submitted: 10.2.1 Invoices for each expense with an explanation as to how the expense pertains to the house or project, if necessary; and 10.2.2 Proof that each expense was paid by Developer, which can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3 Deadline for Submitting Reimbursement RecLuests. All Reimbursement Requests along with Complete Documentation shall be submitted by Developer to City within 60 calendar 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 CALENDAR 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 REQUUEST THAT IS NOT RECEIVED WITHIN 30 CALENDAR DAYS OF THE COMPLETION DEADLINE. 10.3.3 Final Payment. Developer shall not he reimbursed for Final Payment until it submits Exhibit "G" -- HOME Project Compliance Report to City regarding the HOME Eligible Buyer. CHDO SINGLE FAMILY CONTRACT Page 21 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 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 AND THE CLOSING OF THE SALE OF THE HOUSE TO A HOME ELIGIBLE BUYER. Developer shall furnish City with a copy of an Affidavit of Completion sworn to by Developer's general contractor that has been filed by Developer in the Tarrant County Real Property Records in compliance with the Texas Property Code, Section 53.106 as proof that all subcontractors, laborers and materialmen have been paid in full for all labor and materials provided to the general contractor for the house and project. 10.5 Timina of Payment. Provided that Developer submits Complete Documentation to the Director with respect to the Required Improvements in conformance with this Contract, City will reimburse Developer for eligible expenses within 15 calendar days. 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin or Complete the Required Improvements 11.1.1 The Property shall be acquired by Developer within 12 months of the Effective Date. If Developer fails to begin construction of the house within 12 months of the acquisition of the Property or, if Developer already owns the Property, the Effective Date, this Contract shall automatically terminate without further notice 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 effective immediately upon written notice to Developer of such intent with no penalty or liability to City after giving Developer 30 calendar days to cure. City shall also be entitled to demand repayment of the HOME Funds already disbursed to Developer and enforce any of the provisions of Loan Documents for default. 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 the HOME Regulations as determined by City in its sole discretion, City will notify Developer in writing and Developer will have 30 calendar days from the date of City's written notice to submit or resubmit any such report or documentation. If Developer fails to submit or resubmit any such report or documentation CHDQ SINGLE FAMILY CONTRACT Page 22 Hardy Street Infill Project TCHP--3609 Hardy Street Rev 6-4-20.15 within such time, City shall have the right to withhold payments. If such failure continues for an additional 30 calendar days (a total of calendar 60 days), City shall have the right to terminate this Contract effective immediately upon written notice of such intent to Developer with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any such report or documentation is missing or otherwise not in compliance with this Contract or the HOME Regulations. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or the HOME Regulations as determined by City in its sole discretion, City will notify Developer in writing of such default and Developer will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If 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 calendar days to total of 30 calendar days), City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any such Reimbursement Request is not in compliance with this Contract or the HOME Regulations. 11.2.3 In the event of more than 2 instances of default, cured or uncured, under Sections 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 to Developer with no penalty or liability to City. 11.2.4 Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any Reimbursement Request, report or other documentation is missing, past due or is not in compliance with this Contract or the HOME 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 HOME 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 HOME Funds already paid to Developer must be repaid to City within 30 calendar days of termination under this Section_ Failure to repay such HOME Funds will. result in City exercising all legal remedies available to City under this Contract and the Loan Documents. 11.3 Failure to Sell Required Improvements. Developer must notify City in writing if Developer fails to sell the house to HOME Eligible Buyers within 9 months of Completion as described in Section 5.7. Developer must notify City in writing no later than 8 months after Completion which of the following options Developer plans to elect if a house will not be sold to a HOME Eligible Buyer within 9 months of Completion: CHD❑SINGLE FAMILY CONTRACT Page 23 Hardy Street Infill Project TCFIP-3609 Hardy Street Rev 6-4-2015 11.3.1 Convert the house to a rental unit as described in 24 CFR Part 32.252. Developer will be responsible for maintenance and management of the rental house. If Developer selects this option, City will enter into a separate agreement with Developer setting forth the HOME requirements applicable for HOME rental units; or 11.3.2 Repay City all HOME Funds provided to Developer under this Contract for the unsold house within 30 calendar days of notifying City of this option. If Developer selects this option, this Contract may be terminated at City's sole election. 11.4 Failure to Maintain or Submit Re uired Re arts and Documentation. If Developer fails to maintain all records and documentation as required in Section 3, or fails to submit any report or documentation required by this Contract after the Required Improvements are completed, or if the submitted report or documentation is not in compliance with this Contract or the HOME Regulations as determined by City in its sole discretion, City will notify Developer in writing and Developer will have 15 calendar days from the date of the written notice to obtain or recreate the missing records or documentation, or submit or resubmit any such report or documentation to City. If Developer fails to maintain the required reports or documentation, or submit or resubmit any such report or documentation within such time, City shall have the right to terminate this. Contract effective immediately upon written notice of such intent with no penalty or liability to City. In the event of termination under this Section 11.4, any HOME Funds paid to Developer must be repaid to City within 30 calendar days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. 11.5 In General. 11.5.1 Subject to Sections 11.1, 11.2, 11.3 and 11.4, and unless specifically provided otherwise in this Contract, Developer shall be in default under this Contract if Developer breaches any term or condition of this Contract. In the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be specified herein), or if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by both Parties mutually and in good faith, City shall have the right to elect, in City's sole discretion, to (i) extend Developer's time to cure. (ii) terminate this Contract effective immediately upon written notice of such intent to Developer, or (iii) pursue any other legal remedies available to City under this Contract or the Loan Documents. 11.5.2 City's remedies may include: 11.5.2.1 Direct Developer to prepare and follow a schedule of actions for carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implement the affected activities. 11.5.2.2 Direct Developer to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. CHDG SINGLE FAMILY CONTRACT Page 24 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 11.5.2.3 Cancel or revise activities likely to be affected by the performance deficiency, before expending HOME Funds for the activities. 11.5.2.4 Reprogram HOME Funds that have not yet been expended from affected activities to other eligible activities or withhold HOME Funds. 11.5.2.5 Direct Developer to reimburse City in any amount of HOME Funds not used in accordance with the HOME Regulations. 11.5.2.6 Suspend reimbursement of HOME Funds for affected activities. 11.5.2.7 Any other appropriate action including but not limited to any remedial action legally available such as declaratory judgment, specific performance, damages, temporary or permanent injunctions,termination of this Contract or any other contracts with Developer, and any other available remedies. 11.5.3 In the event of termination under this Section 11.5, all HOME 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 HOME Funds already paid to Developer must be repaid to City within 30 calendar days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. 11.5.4 If this Contract terminates prior to the sale of the house to a HOME Eligible Buyer or to conversion to a lease purchase or rental unit, Developer waives all right to the Developer Fee. 11.6 No Funds Disbursed while in Breach. Developer understands and agrees that no HOME Funds will be paid to Developer until all defaults are cured to the satisfaction of City. 11.7 No Compensation After Date of Termination. Developer will not receive any HOME Funds for work undertaken after the date of termination. 11.8 Rights of City 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 termination of this Contract. No delay or omission by City in exercising any right or CHDO SINGLE FAMILY CONTRACT Page 25 Hardy Street Infill Project TCHP-3609 Hardy Street Rev 6-4-2015 remedy available to it under this Contract shall impair any such right or remedy or constitute a waiver or acquiescence in any CHDO default. 11.9 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a default or breach of any term, covenant, or condition of this Contract or the Loan Documents shall not operate as a waiver of any subsequent breach of the same or any other term,covenant or condition hereof or thereof. 11.10 Civil, Criminal and Administrative Penalties. Failure to perform all Contract terms may result in civil, criminal or administrative penalties, including, but not limited to those set out in this Contract. 11.11 Termination for Cause. 11.11.1 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 HOME 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 HOME Funds already paid to Developer must be repaid to City within 30 calendar days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. DEVELOPER ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT FOR CAUSE, NEITHER DEVELOPER NOR ANY AFFILIATES OF DEVELOPER WILL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. 11.11.2 This Contract shall be terminated immediately in the event Developer loses its CHDO certification or status after the cure period stated in Section 5.9.2. 11.11.3 Developer may terminate this Contract if City does not provide the HOME Funds substantially in accordance with this Contract_ 11.12 Termination for Convenience. In terminating in accordance with 24 C.F.R. 85.44, this Contract may be terminated in whole or in part only as follows: 11.12.1 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 11.12.2 By Developer upon at least 30 calendar days' written notice 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 this Contract in its entirety if City determines in its sole discretion that the remaining portion of the Contract to be performed or HOME Funds to be spent will not accomplish the purposes for which this Contract was made. CHDO SINGLE FAMILY CONTRACT Page 26 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6'4-2015 11.13 Dissolution of Developer Terminates Contract. This Contract shall terminate in the event Developer is dissolved or ceases to exist. In the event of termination under this Section, all HOME Funds are subject to repayment and/or City may exercise all of its remedies under this Contract and the Loan Documents. 11.14 Reversion of Assets. In the event this Contract is terminated with or without cause, all assets acquired by Developer with the HOME Funds including but not limited to plans, drawings, surveys, renderings, construction documents and any other real or personal property owned by Developer that was improved with the HOME Funds shall belong to City and shaII automatically transfer to City or to such assignees as City may designate. 12. REPAYMENT OF HOME FUNDS. All HOME Funds are subject to repayment in the event the house or the project does not meet the requirements of this Contract or of the HOME Regulations. If Developer takes any action that results in City being required to repay all or any portion of the HOME Funds to HUD, Developer agrees it will reimburse City for such repayment. 13. MATERIAL OWNERSHIP CHANGE. If ownership of Developer materially changes after the date of this Contract, City may but is not obligated to, terminate this Contract. City has 30 calendar days to make such determination after receipt of written notice from Developer and failure to make such determination will constitute a waiver. In the event of termination by City under this Section 13, all HOME 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 HOME Funds already paid to Developer must be repaid to City within 30 calendar 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, 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, vendors, tenants, 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, CHDO SINGLE FAMILY CONTRACT Page 27 Hardy Street Infill Project TCHP—3609 1Jardy Street Rev 6-4-2015 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, 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 HOME Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for buyers of a HOME- funded property. 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. 14.5 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 determined 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 Exhibits, Attachments and Addendums 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 ander 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 Pleadings 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. CHDO SINGLE FAMILY CONTRACT Page 2$ Hardy Street Infill Project TCHP-3609 Hardy Street Rev 6-4-2015 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 arc hereafter amended during the performance of this Contract. Those laws include,but are not limited to: ➢ HOME Investment Partnerships Act as set out above ➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including provisions requiring recipients of Federal assistance to ensure meaningful access by person of limited English proficiency ➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.) Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 ➢ The Age Discrimination in Employment of 1967 ➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) ➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA") ➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24 CFR Part 8 where applicable ➢ National Environmental Policy Act-of 1969, as amended, 42 U.S.C. sections 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58. ➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), 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 ➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards for new construction projects CHDO SINGLE FAMILY CONTRACI' Page 29 Hardy Street Infill.Project TCHP—3609 Hardy Street Rev 6-4-2015 ➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review ➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act ➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247 ➢ For contracts and subgrants for construction or repair, Copeland "Anti-Kickback"Act (18 U_S_C_ 874) as supplemented in 29 CFR Part 5 ➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers, Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5 ➢ Lead-Based Paint Poisoning Prevention Act (42 U_S.C. 4801 et seg.), 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 ➢ Regulations at 24 CFR Part 92, Home investment Partnerships Program Final Rule 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 1701_et seq.) and its Related Regulations at 24 CFR_Part 135 If the construction of the Required Improvements will cause the creation of new employment, training, or contracting opportunities on a contractor or subcontractor level resulting from the expenditure of the HOME Funds, Developer shall comply with the following and will ensure that its contractors also comply. If the work performed under this Contract is on a project assisted under a program providing direct Federal financial assistance from HUD, Section 3 of 24 CFR Part 135 ("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, 12 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 projects 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' CHDQ SINGLE FAMILY CONTRACT Page 34 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 representatives of the contractor's commitments tinder this Section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of 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 filled (1) after the contractor is selected but before the contract is executed, and(2) with persons other than those to whom the regulations of 24 CFR Part .135 require employment opportunities to be directed, were not failed to circumvent the contractor's obligations under 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(b) 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. CHDO SINGLE FAMILY CONTRACT .Page 31 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 Developer's responsibilities include: 14.11.2.1 Implementing procedures 'to notify Section 3 residents and business concerns about training, employment, and contracting opportunities generated by Section 3 covered assistance; 14.11.2.2 Notifying potential contractors working on Section. 3 covered projects of their responsibilities; 14.11.2.3 Facilitating the training and employment of Section 3 residents and the award of contracts to Section 3 business concerns; 14.11.2.4 Assisting and actively cooperating with the Neighborhood Services Department in making contractors and subcontractors comply; 14.11.2.5 Refraining from entering into contracts with contractors that are in violation of Section 3 regulations; 14.11.2.6 Documenting actions taken to comply with Section 3; and 14.11.2.7 Submitting Section 3 Annual Summary Reports (Form HUD- 60002) in accordance with 24 CFR Part 135.90. 14.11.3 Section 3 Rer)orting Requirements. In order to comply with the Section 3 requirements, Developer must submit the forms attached hereto as Exhibit "Y" -Section 3 Reporting Forms and take the following actions: 14.11.3.1 Report to the City all applicants for employment by contractor and subcontractor on a quarterly basis. This shall include name, address, zip code, date of application, and status (hired/not hired) as of the date of the report. 14.11.3.2 Advertise available positions to the public for open competition, and provide documentation to City with the quarterly report that demonstrates such open advertisement, in the form of printout of Texas Workforce Commission posting, copy of newspaper advertisement, copy of flyers and listing of locations where flyers were distributed, and the like. 14.11.3.3 Report to City all contracts awarded by contractor and subcontractor on a quarterly basis. This shall include name of contractor and/or subcontractor, address, zip code, and amount of award as of the date of the report. CHDO SINGLE FAMILY CONTRACT Page 32 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 14.12 Prohibition Against Discrimination. 14.12.1 General Statement. Developer shall comply in the execution, performance or attempted performance of this Contract with all non-discrimination requirements of 24 CFR Part 92.350 and Chapter 17, Article III, Division 4 -Fair Housing of the City Code. Developer may not discriminate against any person because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will Developer permit its officers, members, agents, employees, vendors or project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to 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 during_the Performance of this Contract. During the performance of this Contract Developer agrees to the following provision, and will require that its contractors, subcontractors and vendors also comply with such provision by including it in all contracts with its contractors, subcontractors or vendors: [Contractor'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's. Subcontractor's or Vendors Name] will take affirmative action to ensure that applicants are hired 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. Contractor's. Subcontractor's or Vendor'sNamel agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. [Contractor's. Subcontractor's or Vendor's Name] _ will, in all solicitations or advertisements for employees placed by or on behalf of _,[Contractor's, Subcontractor's or Vendor's SameL_ , state that all qualified applicants will receive consideration for employment without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. CHDO SINGLE FAMILY CONTRACT Page 33 Hardy Street Infill Project TCHP-3609 Hardy Street Rev 6-4-2015 [Contractor's. Subcontractor's or Vendor's Name] 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. _ fContractor's. Subcontractor's or Vendors Narnel_ 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 THE 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, CONTRACTORS, SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT OF DEVELOPER'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE- REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13. Prohibition Against aInterest 1 Conflict of Interest. 14.13.1 Developer shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Developer shall disclose to City any such conflict of interest or potential conflict of interest immediately upon discovery of same. 14.13.2 No 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 HOME funds or who are in a position to participate in a decision-making process or gain inside information with regard to these activities may occupy a HOME-assisted housing unit, may obtain a financial interest or benefit from a HOME-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 Part 92.356. CHDO SINGLE FAMILY CONTRACT Page 34 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 14.13.3 Developer affirms that it will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. 14.13.4 If applicable, the conflict of interest provisions of 24 CFR Part 85.36 and 24 CFR Part 84.42, respectively, shall apply in the procurement of property and services by Developer. In all cases not governed by those sections, the provisions of 24 CFR Part 92.356 of the HOME Regulations shall apply. 14.14 Labor Standards. 14.14.1 As applicable, Developer agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract. Developer agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance with hour and wage requirements of this Contract and the HOME Regulations. Such documentation shall be made available promptly to City for review upon request. 14.14.2 Developer agrees that, except with respect to the rehabilitation or construction of residential property containing less than 12 units assisted with HOME funds, 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 subcontractor payrolls and other wage information for persons performing construction of the Required Improvements. Payrolls must be submitted to the Neighborhood Services Department with each Reimbursement Request, 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 respective employees in order to conduct onsite interviews with laborers and mechanics. Developer shall inform its contractors and subcontractors that City staff or representatives of Federal agencies may conduct periodic employee wage interview visits during construction of the project to ensure compliance. CHDQ SINGLE FAMILY CONTRACT Page 35 Hardy Street Infill Project TCHP—3609 Hardy Street Iter 6-4-2015 14.15 Subcontractin,- with Small and Minority Firms, Women's Business Enterprises and Labor Surplus Areas. agrees14.15.1 For-pr-aeurement cepAraets $50,000.00 or- larger-, Developer- agrees +0 al-de by City's polie), to involve Minerity Business Enter-pr-ises and Small Business Enterprises and to provide them equal appei4unity to cempete for-eentrae mthe City's BDE rc6 para e— rdinan ,£�, and ^1a cs1.1 amendiments or sueeesso Polk— proettrement $50,000.00 or larger-, and will f4ther require all pef!sons entities with v�rhieh it so eontraets to eamply with said or-dinanee. 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, Sl3Es, MBEs, and WBEs are utilized when possible as sources of supplies, equipment, construction and services. 14.15.3 In order to comply with the reporting requirements of 24 CFR Part 92.508 (a)(7)(11) , Developer must submit the form attached hereto as Exhibit "K" — MBE Reporting Form for each contract or subcontract with a value of $25,000 or more paid, or to be paid, with HOME funds. This form shall be submitted with the final Reimbursement Request. 14.16 Other Laws. The failure to list any Federal, State or City ordinance, law or regulation that is applicable to Developer does not excuse or relieve Developer from the requirements or 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 Riaht 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 part of the construction of the Required Improvements, (ii) vendor contracts arising out of the construction or sale of the Required Improvements, and (iii) any third party contracts to be paid with HOME Funds_ CHDO SINGLE FAMILY CONTRACT Page 36 Hardy Street Infill Project TCHP-3609 Hardy Street Rev 6-4-201.5 14.19 Force Maieure. If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, commission or agency of the United States or of any States, civil disturbances, or explosions, or some other reason beyond 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 and the completion date for such obligations shall be extended for a like period. 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 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 HOME Requirements, auditing, monitoring, homebuyer income eligibility, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to SAM, or any other HOME Program requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the terra or earlier termination of this Contract for 5 years after the termination date and shall be enforceable by City against Developer. 15. INDEMNIFICATION AND RELEASE. DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE 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 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 AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CHDO SINGLE FAMILY CONTRACT Page 37 Hardy Street Infill Project TCHP--3609 Hardy Street Rev 6-4-2015 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, VENDORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY,DAMAGE OR DEATH. DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS, 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 inununity or exemption as against City. This Section shall not he construed to affect a governmental entity's immunities under constitutional, statutory or common law. 17. INSURANCE AND BONDING. Developer will maintain coverage in the form of insurance or bond in the amount of $165,200.00 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 insurance or bond shall be used to reimburse City for any and all loss of HOME Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses shall name City as a Loss Payee, CNI70 SINGLE FAMILY CONTRACT Page 38 Hardy Street Infill Project TCHP--3609 Hardy Street Rev 6-4-2015 Developer shall furnish to City, in a timely manner, but not Iater than 10 calendar days after 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 as set forth herein, Developer shall be in default and City may at its option terminate this 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 Business Automobile_Liability Insurance $1,000,000 each accident on a combined single-limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $1,000,000 Aggregate Insurance policy shall be endorsed to cover"Any Auto" defined as autos awned, hired and non-owned. Pending availability of the above coverage and at the discretion of City,the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Developer's business as contracted herein. Workers' Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease-each employee $500,000 disease-policy limit Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation. Developer or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Developer shall maintain the coverage on such contractor, if applicable, for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Developer shall revise such amounts within 30 days following notice to Developer of such requirements. CHDO SINGLE FAMILY CONTRACT Page 39 Hardy Street Infill Traject TCHP—;609 Hardy Street Rev 6-4-2015 Developer will submit to City documentation that it, and its general contractor, have obtained insurance coverage and have executed bonds as required in this Contract prior to payment of any monies provided hereunder. Where applicable, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation,also referred to as a waiver of rights of recovery, in favor of City. Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the State of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating otherwise approved by City. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by City. In the event there are any local, Federal or other regulatory insurance or bonding requirements for the project, and such requirements exceed those specified herein, the former shall prevail. Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Developer shall require its contractors to provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall require its contractors to have City and Developer endorsed as additional insureds (as their interest may appear) on their respective insurance policies. Professional Liability coverage shall be in force and may be provided on a claims made basis. This coverage may also be referred to as Management Liability, and shall protect the insured against claims arising out of alleged errors in judgment, breaches of duty and wrongful acts arising out of their management duties. Developer shall require its general contractor to maintain builders risk insurance at the value of the construction. 18. CERTIFICATION REGARDING LOBBYING. Developer hereby certifies,to the best of its knowledge and belief, that: No Federal appropriated fitnds have been paid or will he paid, by or on behalf of Developer, to any person for influencing or attempting to influence an officer or CHDD SINGLE FAMILY CONTRACT Page 40 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 employee of any agency, a member of Congress, an officer or employee of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, 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 i pon which reliance was placed when this Contract was made or entered into. Submission of this certificate is a prerequisite for making or entering into this Contract imposed by 31 US C. Section 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $.10,000.00 and not more than $100,000.00 for each such failure. Developer shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of Federal funds. 19. LITIGATION AND CLAIMS. Developer shall give City immediate notice in writing of any action, including any proceeding before an administrative agency, filed against Developer in conjunction with this Contract 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 U.S. 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 1000 Th3rockrnorton Street Fort Worth,TX 76102 Attention: Vicki S. Ganske Telephone: 817-392-7600 CHDO SINGLE FAMILY CONTRACT Page 41 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2075 Copy to: Neighborhood Services Department 1440 Throckmorton Street Fort'Worth, TX 76102 Attention_ Assistant Director Telephone: 817-392-7540 Developer: Tarrant County Housing Partnership, Inc. 3204 Collinsworth Street Fort Worth, TX 76107 Attention: President 2 1. 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 which may be sufficiently evidenced by one counterpart." [SIGNATURES APPEAR ON NEXT PAGE] CHDO SINGLE 1FAMJLY CONTRACT Page 42 Hardy Street Infill Project TCHP—3609 Hardy Street Rev 6-4-2015 EXECUTED to be effective as of the Effective Date. A OF FORT WORTH 1-%Z\ - Mary J. lea s r Ci 5 retary h-+4 ;,4 , $� ando Costa, Assistant City Manager M&C C-27 Date: 9123 -014 M&C C-27264 Date: 41141 AS M&C C-27295 Date: 5/19/201 APPRD D AS TD FD ND LEGALITY: Vicki S. Ganske, Senior Assistant City Attorney TARRANT COUNTY HOUSING PAJRTN NC. By: ess, Pr nt OFFICIAL RECORD CITY SECRETARY L7--YII�RTH, CHDO SINGLE FAMILY CONTRACT Page 43 Hardy Street Infill Project TCHP—3609 Hardy Streel Rev 6-4-2015 EXHIBIT "A" PROJECT SUMMARY- SCOPE OF WORK TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3609 HARDY STREET Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: Developer will construct an approximately 1,200-1,800 square feet, 3- or 4-bedroom, 2-bath single- family house on a lot size of approximately 5,000-6,000 (range) square feet. Construction will include a two-car detached garage_ Fencing will be located at the rear and side yards. The front yard will be landscaped. The construction of the house shall contain any reasonable and necessary accessibility requirements requested by a disabled HOME Eligible Buyer. If the cost of such accessibility requirements exceeds the Budget for the construction of the house, such additional expense shall be paid by the HOME Eligible Buyer. The following appliances and related amenities will be included in the sale of the house: ■ Washer and Dryer hookups • Central Air Conditioning • Stove ■ Oven ■ Dishwasher • Vent-a-hood • Garbage Disposal • Electric Garage Door with Remote • Mailbox located at door • Refrigerator is not required to be furnished by Developer The following materials shall be used for the construction of the house: • Fence (back yard) • Landscaping(front yard) ■ Roofing Materials 3 TAB 25 YR * Siding (percentage) 100% • Foundation Type Post Tension ■ HVAC 15 Seer Heat Pump CHDD Funds--Exhibits"A"thru"A-2" Page 1 Tan-ant County Housing Partnership, Inc.—3649 Hardy Street Rev. 6-5-15 EXHIBIT "A-]" FINAL ELEVATIONS TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3609 HARDY STREET Final Elevations will be agreed upon between the Parties and attached to a future Contract Amendment. CHDO Funds—Exhibits"A"thru"A-2" page 2 Tarrant County Housing partnership, Inc.—3609 Hardy Street Rev. 6-5-15 EXHIBIT 46A-2" ENVIRONMENTAL MITIGATION ACTION TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3649 HARDY STREET HOME bunds may be reimbursed for exempt activities; however, HOME 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. EA MITIGATION MEASURES AND CONDITIONS FOR PROJECT APPROVAL: The noise level at the project exceeds 65 dB. The City had RPGA Design Group, the architect firm for the project issue a letter stating the typical materials that would be used to construct the units would attenuate the noise. RPGA stated the wall assembly should consist of fiber cement siding on 15132"exterior OSB sheathing, 2x4 wood framing spaced 16" o.c. with R-13 batt insulation between the studs and 518" interior gypsum wall board, and double pane glazed windows. The STC rating should range from 33-42 depending on the windows used. Special conditions, procedures, and requirements identified for the project may include and are not limited to mitigation of adverse effects identified in the Section 106 (24 CFR Part 58.5(a) - Historic Properties) review process. The special conditions, procedures, and requirements may differ and are subject to approval by City and HUD. CHDO Funds—Exhibits"A"thru"A-2" Page 3 Tarrant County Housing Partnership,Inc.--3609 Hardy Street Rev.6-5-15 EXHIBIT "B" BUDGET TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3609 HARDY STREET HOME Funds for Project Related Development Costs: S165,200 Developer Fee$16,520.00* Develo ment Budget Ilse of Funds Source of Funds Predevelopment Cost HOME S OTHERS SOURCE OF OTHER TOTALS FUNDS FUNDS FUNDS FUNDS (1) (2) (Names) (1+2) 1. Market Study 117 _ 1 l 7 2. Feasibility(i.e.: Soil Test, Bond, 3,549 3,549 Insurance) 3.Other Total Predevelo ment Cost 1+2=3 3,666 3,665 Development Cost 4.Land and/or buildin g ae uisition 7,587 7,587 5. Site Preparation 6.Construction Cost 148,122 148 122 7. Fence 8. Landscape 9.Contingency 10. Appraisal Proceeds of Sale" 11. Architect& Vn=ineerin Fees 3,000 3,000 12. Property Surve 250 250 Proceeds of Sale" 500 13. Legal Fees Proceeds of Sale** 14. Real Estate Commission 4,800 Proceeds of Sale" 4,800 15. Utility Hookup/Impact Fees 1,575 1,575 16.Title and Recording Fees 225 Proceeds of Sale" 225 17.Temporary Utilities 1,000 1,000 Total Development Cost(Total of items 161,534 0 164,859 4-20 Total Project Cost 165,20.0 5,275 170,475 **Seller paid closing costs as shown on the HUD-1 Settlement Statement paid from gross sales proceeds from the sale of the house. *Developer Fee shall be paid from HOME Funds by invoice after the closing of the sale of the house to a HOME Eligible Buyer. Developer Fee consists of 10%of the project related development costs. City in its sole discretion may elect to pay a portion of the Developer Fee before closing. CHDO Funds—Exhibit"B"—Budget Tarrant County Housing Partnership, Inc.—3609 Hardy Street Rev.6-5-15 EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3609 HARDY STREET Phase Activity Reimbursement Amount PHASE: 1: Contract signed $0 Construction Plans $1,506 Acquisition $7,587 Final Payment on Construction Plans $1,500 Mobilization (Site clean-up, Site prep, $15,973.20 Energy Star, Permits, Printing Plans, Mobilization) Survey $250 Bonds $2,755 Insuranee _ $550 m Market Study $117 Soil Test $244 Construction Materials(Garage Doors, $16,546.25 Signs, Appliances, Plumbing, Electrical, Paint, Cabinets, Fencing, Flooring, HVAC, Brick,Trim, Drywall, Windows Impact Fees $1,417.50 Foundation $20,622.60 Plumbing $11,065.50 F latwork(Driveway) $4,410 Fence Footer $439.20 Temporary Utilities _$960 PHASE: I DEADLINE- 1st Payment* $85,877 June 12,2015 PRASE: H: Framing and Siding $20,250 TermiteTreatment $258.30 Roofing Materials and Labor $5,040 Windows Labor $2,051.10 HVAC $2,810.70 Fencing -- $1,890 PHASE 11 DEADLINE: 2nd Payment* $32,300.10* June 25 2015 PHASE III: Finish Out(Labor and Install: $33,607.58 Electrical, Paint,Cabinets, Sheetrock, Foam Insulation, Bathrooms, Countertops, Flooring,Trim, Doors and I lardware,Grading, landscaping, Appliances, Garage Door) CHDO Funds—Exhibit"C"—Project and Reimbursement Schedule Tarrant County Housing Partnership, Inc.—3609 Hardy Street Rev.6-5-15 PHASE III DEADL[IVE: 3rd Payment* $33,607.58* October 1,2015 RETAINAGE FINAL PAYMENT** $13,415.07** CONSTRUCTION TOTAL $165,200 DEVELOPER FEE*** Paid after closing of sale to HOME 10% of project related I✓li ible Buyerper Section 7.8*** development costs*** *Developer will be reimbursed for eligible expenses only. All amounts are estimates and are subject to change. "Final Payment will be made after closing of sale of the house to a HOME Eligible Buyer. Exhibit c4G"-HOME Project Compliance Report must be submitted prior to reimbursement for Final Payment per Section 10.3.3. ***10%of'project related development costs as shown on Exhibit"B"—Budget. City in its sole discretion may elect to pay a portion of the Developer Fee before closing. CHDO Funds—Exhibit"C"—Project and Reimbursement Schedule Tarrant County Housing Partnership, Inc. 3609 Hardy Street Rev. 6-5-15 EXHIBIT "D" AUDIT CERTIFICATION FORM TARRANT COUNTY HOUSING PARTNERSHIP, INC 3609 HARDY STREET CHDO Funds—EXHIBIT"D"—AUDIT CERTIFICATION FORM Page i Tarrant County Housing Partnership, Inc.—3609 Hardy Street Rev.6-5-15 AUDIT CERTIFICATION FORM AND AUDIT REQUIREMENTS Agency: Tarrant County Housing Partnership, Inc. Fiscal Year Ending: September 30,2015 ❑ During the fiscal year in which funds will be received, we will exceed the federal expenditure threshold of $500,000. We will have our Single Audit or Program Specific Audit completed and will submit the A-133 audit report within seven (7) months after the end of the audited fiscal year or thirty (30) days within its completion, whichever is the earlier date. ❑ During the fiscal year in which funds will be received, we will not exceed the $500,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be performed this fiscal year. (Fill out schedule below) Federal Expenditure Disclosure MUST be filled out if Whyj Audit orprqg=Audit is NOT Pass Through Program Name & Contract Federal Grantor Grantor CFDA Number Number Expenditures Total Federal Expenditures for this Fiscal Year: Signatory and Title Date Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the federally required audit requirements described in OMB Circulars A-133 by the required due date may result in suspension of funding and may affect eligibility for future funding. Notwithstanding the above, this certification acknowledges the agency's commitment to meet all other financial reporting, financial statements, and other audit requirements as may be set forth in the Contract. CHDO Funds—EXHIBIT"D"—AUDIT CERTIFICATION FORM Page 2 Tarrant County Housing Partnership,Inc.—3609 Hardy Street Rev.6-5-15 EXHIBIT "E" LOAN DOCUMENTS TARRANT COUNTY HOUSING PARTNERSHIP, INC 3609 HARDY STREET CHDO Funds—Exhibit"E"—Loan Documents Tarrant County Housing Partnership, Inc.—3609 Hardy Street Rev.6-5-15 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Deed of Trust Security Agreement - Financing Statement HOME CHDO Funds Terms Date: 12015 Grantor: Tarrant County Housing Partnership, Inc., a Texas nonprofit earporation Grantor's Mailing Address: 3204 Collingsworth St., Fort Worth. Tarrant C otinty.TX 75107 Trustee: Vicki S. Ganske or Leann D. Gunman Trustee's Mailing Address. City Attorney's Office City of Fort Worth 1000 Thrackma_rton St. Fort Worth TX 776102 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 75102 Tarrant County Loan Authority: The loan evidenced by the Note (the "Loan") and secured by this Deed of Trust Security Agreement — Financing Statement ("Deed of Trust") is being made pursuant to the HOME Investment Partnerships Program authorized under Title II of the Cranston-Gonzales National Affordable Housing Act of 1990, as amended, DEED OF TRUST—HOME CH DO FUNDS Page 1 Tarrant County Housing Partnership, Inc. —3609 Hardy Street Rev.5-5-15 42 USC 12701 et seq. (the "HOME Program") and the HOME Investment Partnership Program Final Rule, as amended, 24 CFR Part 92 et seq. (the"HOME Regulations") with HOME funds. Obligations Note Date: ,2015 Original Principal Amount: $ Borrower: Tarrant County Housing Partnershi&__Inc. Lender: City of Fort Worth Terms of Payment: As provided in the Note Maturity Date: 52015 In addition, Obligations shall include zompliance by- .grantor with the requirements of the HOME Program morc particularly descr eci- in Section F. below. Property (including any improvements): Lot , Block , Jarvis Heights Apartments. Addition, an Addition to the City of Fort Worth, Tarrant County, Texas, acsiing to the Plat recorded in County Clerk's File No. , oflre-Official Public Records, Tarrant County,Texas, -- =-_ commonly known as , Fort Worth, TX 76146. Together with-the following personal property: All fixtures, supplies, building materials, and other goods of every nature now or bereafter located,used, or intended to be located or used on `-th�.Preperty; 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. DEED OF TRUST—HOME CH DO FUNDS Page 2 Tarrant County Housing Partnership, Inc. —3609 Hardy Street Rev.5-5-15 In addition to creating a deed-of-trust lien on the Property described, Grantor also grants to Lender a security interest in all of the above-described personal property pursuant to and to the extent permitted by the Texas Uniform Commercial Code. Prior Liens: None Other Exceptions to Conveyance and Warranty: Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing recorded instruments other than conveyances of the surface fee estate that affect the Property; liens described in this Deed of Trust; and, taxes for the current year. For value received and to secure 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. Oft performance of the Obligations including payment of the Loan if required by the Contract and all other amounts secured by this Deed of Trust and performance of the requirements of the HOME Program, this Deed of Trust will have no further effect, and Lender will release it at Grantor's expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to- 1. e o- t. 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 transW-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 C"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 14 days before the expiration of the Required Insurance Coverages. DEED OF TRUST—HOME CHDO FUNDS Page 3 Tarrant County Housing Partnership, Inc. -3609 Hardy Street Rev.6-5-15 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 he 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. S. 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 lander this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligations, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. 4. If Grantor fails to perform any of Grantor's Obligations under this Deed of Trust, subject to prior written notice and cure period, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including reasonable attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust. 5. If there is a default on the Obligations or if Grantor fails to perform any of Grantor's Obligations under this Deed of Trust and the default continues after any required notice of the default and the time allowed to cure, Lender may- a. declare any unpaid principal balance and earned interest on the Obligations immediately due; DEED OF TRUST—HOME CHDO FUNDS Page 4 Tarrant County Housing Partnership, Inc.—3609 Hardy Street Rev.6-5-15 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. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan documents,prior to exercising any remedies Lender shall give Grantor written notice of such default. Grantor shall have a period of 10 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Grantor written notice of such default. If the default is reasonably capable of being cured within 30 days, Grantor shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Grantor (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Grantor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first.notice of default is given. Notices given to Grantor shall be in writing and delivered to the address listed above, ar to such other address as Grantor designates by written notice to Lender. Each such notice or other communication shall be effective on the date of receipt when sent by U. S. Mail,postage prepaid, by certified mail, return receipt requested or by a nationally recognized overnight delivery service. 6. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will- 1. ill-1. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; DEED OF TRUST—HOME CHDO FUNDS Page 5 Tarrant County Housing Partnership, Inc. -3609 Hardy street Rev.6-5-15 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; 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-"uc_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 Tiustee in defense of.-any action or proceeding taken against Trustee in that capacity. D. General Provisio©s 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 tenaut: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 DEED OF TRUST--HOME CHDO FUNDS Page 6 Tarrant County Housing Partnership, Inc. —3609 Hardy Street Rev.6-5-15 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) subject to the rights of senior lien holders, Lender shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement, and (c) no material default then exists under the Loan documents other than attributable to casualty or condemnation. If the casualty or condemnation affects only part of the Property and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Obligations in a manner that provides adequate security to Lender for repayment of the remaining balance of the Obligations, and any excess proceeds shall be paid to Grantor. 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to.the Obligation or this Deed of Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other income and receipts to payment of the Obligations and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in payment or performance of the Obligations or performance of this Deed of Trust, subject to the rights of senior lien holders, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph as required by the Texas Property Code 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. S. 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, DEED OF TRUST—HOME CHDO FUNDS Page 7 Tarrant County Housing Partnership, Inc.-3609 Hardy Street Rev.6-5-15 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. g. 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 othierwise prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural. 11. The term Note includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. 12. Grantor agrees to (a) keep at Grantor's address, or such other place as Lender may approve, accounts and records reflecting the operation of the Property and copies of all written contracts, leases, and other instruments that affect the Property; (b) prepare financial accounting records in compliance with generally accepted accounting principles consistently applied; and, (c) at Leader'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 DEED OF TRUST—HOME CHDO FUNDS Page 8 Tarrant County Housing Partnership, Inc.—3609 Hardy Street Rev.6-5-0 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 terns 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-Aha Permitted Exceptions without the prior written consent of Lender. If granted, consent may be conditioned upon Grantor's executing, before granting such lien, a written modification agreement containing any terms Lender may require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, an approval fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust without the prior written consent of Lender If granted, consent for loans and documents..may be conditioned upon the Subordinate Instrument's containing express covenants to the effect that- a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust; b. if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument,.no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender, and that consent, if granted, maybe conditioned in any manner Lender determines; C. rent.s: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 DEED OF TRUST—HOME CH-DO FUNDS Page 9 Tarrant County Housing Partnership, Inc. —3609 Hardy Street Rev.6-5-15 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, other than an assignment to a senior lien holder or to the Investor Member; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2)the sale,pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, or (3) except for a limited partnership interest in a low income housing project, the withdrawal from or admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender; and (b)the execution, before such event, by the person succeeding to the interest of Grantor in the Property or ownership interest in Grantor (or security interest in such ownership) of a written modification or assumption agreement containing such terms as Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. 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 fried 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 DEED OF TRUST--HOME CH DO FUNDS Page ID Tarrant County Housing Partnership, Inc. —3609 Hardy Street Rev.6-5-15 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. Grantor represents that this Deed of Trust and the Note are given for the following purposes: Grantor expressly acknowledges a vendor's lien on the Property as security for the Note secured by this Deed of Trust; which represents hands;advanced by Lender at Grantor's request. The debt evidenced by the Note is in payment of the purchase price of the Property and the development costs of the Required Improvements as described in the Contract; the debt is secured both by the Deed of Trust and by a vendor's lien on the Property. This-Deed of Trust does not waive the vendor's lien, and the two liens and the rights created by this Deed of Trust are cumulative. Lender may elect to enforce either of the liens without waiving the other ormayenforce both. 25. If the Property is transferred by foreclosure, the transferee will acquire title to all insurance policies on_the Property including all paid but unearned premiums. E. Construction Loan Mortgage I. 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 DEED OF TRUST—HOME CHDO FUNDS Page i l Tarrant County Housing Partnership, Inc. -3609 Hardy Street Rev.6-5-15 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 HOME funds and the Contract requires that the Required Improvements constructed with the HOME funds on the Property (the "house") must be sold to a HOME Eligible Buyer in accordance with the HOME Regulations, all as more particularly described in the Contract. The Obligations described in the Contract evidenced by the Note and secured by this Deed of Trust will be in default if the house is not sold to a HOME Eligible Buyer as more particularly described 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 therein and will not permit a default to occur thereunder. Any default in the performance of Grantor's obligations under the terms of the Contract or the HOME Program or HOME Regulations shall be deemed a default in the terms of the Note and Lender may invoke any remedies provided herein for default. [SIGNATURE PAGES IMMEDIATELY FOLLOW] DEED OF TRUST—HOME CHDO FUNDS Page IZ Tarrant County Housing Partnership, Inc. -3609 Hardy Street Rev.6-5-15 THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. TARRANT COUNTY HOUSING PARTNERSHIP, INC., a Texas nonprofit corporation By: Donna VanNess, President STATE OF TEXAS § COUNTY OF TARRANT This instrument was acknowledged before me on 2015 by Donna VanNess, the President of Tarrant County Housing Partnership, Inc., a Texas nonprofit corporation, on behal i"of such corporation. NotaryPublic, State of Texas AFTER RECORDING RETURN TO: City of Fort Worth City Attorney's Office Attention: Vicki S. Ganske 1000 Throckmorton Street Fort Worth,Texas 76102 DEED OF TRUST—HOME CHDO FUNDS Page 13 Tarrant County Housing Partnership, Inc.-3609 Hardy Street Rev.6-5-15 PROMISSORY NOTE HOME CHDO Funds Date: , 2415 Borrower: Tarrant County Housing Partnership, Inc., a Texas non-profit corporation Borrower's Mailing Address: 3204 Collinsworth St., Fort Worth. Tarrant County, TX 76147 Lender: City of Fort Worth, Texas, a Texas municipal corporation Place for Payment: CIO Director of Neighborhood Services Department 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: $ Loan Authority: The loan evidenced by this Note is being made pursuant to the HOME Investment Partnerships Program authorized under Title II of the Cranston-Gonzalez National Affordable Housing Act of 1990, as amended, 42 USC 12741 et seq. ("HOME Program") and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the"HOME Regulations")with HOME funds. Annual Interest Rate: Zero Percent (0%) Maturity Date: , 2020 Terms of Payment(principal and interest): This Note is the Promissory Note required in City Secretary Contract No. between Borrower and Lender and has been executed and delivered in accordance with that contract (the "Contract"). The funds advanced by bender are HOME funds and the Contract requires that the Required Improvements constructed with the HOME funds on the Property (the "house"), must be sold to a HOME Eligible Buyer in accordance with the HOME Regulations, all as more particularly described in the Contract. The Loan evidenced by this Note will be in default if the house: is not sold to a HOME Eligible Buyer and in the event of such default, Lender may invoke any remedies for default provided in the Contract or the Deed of Trust. The Note is subject to all terms and conditions of the Contract. The Loan will be forgiven provided that (i) the house is sold to a HOME Eligible Buyer in accordance: with HOME Program Requirements, (ii) Lender receives the Sales Proceeds, and (iii) Borrower is not otherwise in default of the Loan terms or the Contract. In the even the Loan is not forgiven in accordance with the terms of the Contract, the Principal Amount PROMISSORY NOTE-HOME CHDO FUNDS Page 1 Tarrant County Housing Partnership,Inc.-3609 Hardy Street Rev.6-5-15 will be payable in full on the Maturity Date under the terms and conditions as provided in the Contract. Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske or Leann D. Guzman, Trustee, which covers the following real property: Lot , Block , Jarvis Heights Apartments Addition, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in County Clerk's File No. , of the Official Public Records, Tarrant County, Texas, commonly known as Fort Worth,TX 76106. Other Security for Payment: As set forth in the Contract. Borrower promises to pay to the order of Lender the Principal Amount under the terms and conditions described in the Contract if not otherwise forgiven. 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. If Borrower defaults in the payment of this Note or in the performance of its obligations under the Contract or the HOME Program or the HOME 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. 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 30 business days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non--monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Notices given to Borrower shall be in writing and delivered to the addresses listed above, or to such other address as Borrower designates by written notice to Lender. Each such notice or other communication shall be effective upon receipt when sent by U. S. Mail, postage prepaid and by certified mail, return receipt requested; or by a nationally recognized overnight delivery PROMISSORY NOTE—HOME CHDO FUNDS Page 2 Tarrant County Housing Partnership, Inc.—3609 Hardy Street Rev.6-5-15 service. 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. Borrower may prepay this Note at any time before the Maturity Date without penalty so long as the house located on the Property constructed with the HOME funds is sold to a HOME Eligible Buyer in accordance with the HOME Program and the HOME Regulations and the other terms and conditions of the Contract. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. A default exists under this Note if(1) (a) Borrower or (b) any other person liable on any part of this Note (an "Other Obligated Party") fails to timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower or such Other Obligated Party; (2) any warranty, covenant, or representation in this Note or in any other written agreement between Lender and Borrower or any Other Obligated Party is materially false when made; (3) a receiver is appointed for Borrower, any Other Obligated Party, or any property on which a lien or security interest is created as security (the "Collateral Security") for any part of this Note; (4) any Collateral Security is assigned for the benefit of creditors; (5) a bankruptcy or insolvency proceeding is commenced by Borrower or an Other Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower or an Other Obligated Party and (b) the proceeding continues without dismissal for 94 days, the party against whom the proceeding is commenced admits the material allegations of the petition against it, or an order for relief is entered; (7) any of the following parties is dissolved, begins to wind up its affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or any event occurs or condition exists that permits the dissolution or winding up of the affairs of any of the following parties: (i) Borrower, or (ii) an Other Obligated Party; and (S) any Collateral Security is materially impaired by loss, theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction, unless it is promptly replaced with insurance proceeds, collateral security of like kind and quality or restored to its former condition. The execution and delivery of this Note are required under the Contract. PROMISSORY NOTE---HOME CHDO FUNDS Page 3 Tarrant County Housing Partnership, Inc.—3609 Hardy Street Rev.6-5-15 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 Leader and Borrower, the provisions of the Contract will govern to the extent of the conflict. This Note will be construed under the laws of the state of Texas without regard to choice-of-law rules of any jurisdiction. [SIGNATURE PAGES IMMEDIATELY FOLLOW] THE CONTRACT AND THE NOTE CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PROMISSORY NOTE—HOME CHDO FUNDS Page 4 Tarrant County Housing Partnership, Inc.—3609 Hardy Street Rev. 6-5-15 PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. TARRANT COUNTY HOUSING PARTNERSHIP, INC. Donna VanNess, President PROMISSORY NOTE—HOME CHDO FUNDS Page 5 Tarrant County Housing Partnership, Inc.—3609 Hardy Street Rev. 6-5-]5 EXHIBIT "F" REIMBURSEMENT FORMS TARRANT COUNTY HOUSING PARTNERSHIP, INC_ 3609 HARDY STREET CHDO Funds—Exhibit"F"—Reimbursement Forms Page l Tarrant County Housing Partnership, Inc.--3609 Hardy Street Rev.6-5-15 Attachment I INVOICE Developer: Tarrant County Housing Partnership, Inc._ Address: 3204 Collinsworth St., Fort Worth. TX 75107 Project Site Address: 3609 Hardy Street, Fort Worth, TX 76106 Tax ID: Period of Service: Program Amount This Invoice Cumulative to Date Developer Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of the contract between City and Developer. By signing this invoice, 1 certify that to the best of my knowledge and belief the data included in this report, Exhibit G, and in ail backup documentation is true and accurate. It is acknowledged that the provision of false information could leave the certifying official subject to the penalties of federal, state, and local law. Signature and Date: Name: Title: 2 0 a F Q L V F L 3 m r v � A W R7 y TS R v d a � a z E y Y.- a Y W _ F Y •r. _ v � q x X na � E- F O a o x Y U - W V 7G V N m q in[f]r-mrn n NMaN(fl Nm pi G N[N Nm NM V fV N N N NN N CL N"N-N"N�["]M[7 m G d Y W � Z � J EXHIBIT «G„ HOME PROJECT COMPLIANCE REPORT TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3609 HARDY STREET CH DO Funds—Exhibit"G"—HOME Project Compliance Report Page i Tarrant County Housing Partnership, Inc.—3609 Hardy Street Rev.6-5-15 _g r d a Y E 3 0 r }a � x x x 11-11-1-11-1 2�+HR s^ - .x s EXHIBIT "H" FEDERAL LABOR STANDARDS PROVISIONS—DAVIS-BACON REQUIREMENTS TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3609 HARDY STREET CHDO Funds--Exhibit"H"—Davis Bacon Requirements Page 1 Tarrant COUnty Housing Partnership,Inc.—3609 Hardy Street Rev.6-5-I5 Exhibit "Hill Federal Labor Standards Provisions U.S.Department of Housing and Urban Development Office of Labor Relations Applicability (1) The work to be performed by the classification The Project or Program to which the construction work requested is not performed by a classification In the wage covered by this contract pertains is being assisted by the determination. and United States of America and the following Federal Labor (2) The classification is utilized in the area by the Standards Provisions are included in this Contract construction industry. and pursuant to the provisions applicable to such Federal (3) The proposed wage rate. including any bona fide assistance. fringe benefits, bears a reasonable relationship to the A. 1. (1) Minimum Wages. All laborers and mechanics wage rates contained in the wage determination. employed or working upon the site of the work, will he paid (b) If the contractor and the laborers and mechanics to be unconditionally and not less often than once a week, and employed in the classification (if known), or their without subsequent deduction or rebate on any account representatives, and HUD or its designee agree on the (except such payroll deductions as are permitted by classification and wage rate (including the amount regulations issued by the Secretary of Labor under the designated for fringe benefits where appropriate), a report Copeland Act (29 CFR Part 3), the full amount of wages of the action taken shalt be sent by HUD or its designee to and bona fide fringe benefits (or cash equivalents thereof) the Administrator of the Wage and Hour Division, due at time of payment computed at rates not less than Employment Standards Administration, U.S. Department of those contained in the wage determination of the Labor, Washington, D.C. 20210. The Administrator, or an Secretary of Labor which is attached hereto and made a authorized representative, will approve, modify, or part hereof, regardless of any contractual relationship disapprove every additional classification action within 30 which may be alleged to exist between the contractor and days of receipt and so advise HUD or its designee or will such laborers and mechanics. Contributions made or notify HUD or its designee within the 30-day period that costs reasonably anticipated for bona fide fringe benefits additional time is necessary. (Approved by the Office of under Section l(b)(2) of the Davis-Bacon Act on behalf of Management and Budget under OMB control number 1215- laborers or mechanics are considered wages paid to such 0140.} laborers or mechanics, subject to the provisions of 29 CFR ; also, regular contributions made or costs til in the event the contractor, the laborers or mechanics incurred for more than a weekly period (but not less often re he employed in the classification or their than quarterly] under plans, funds, or programs, which representatives. and HUD or its designee do not agree on cover the particular weekly period, are deemed to be the proposed classification and wage rate (including the constructively made or incurred during such weekly period. amount designated for fringe benefits. where appropriate), WUD or its designee shall refer the questions, including Such laborers and mechanics shall be paid the appropriate the views of all interested parties and the recommendation wage rate and fringe benefits on the wage determination of HUD or its designee, to the Administrator for for the classification of work actually performed, without determination. The Administrator, or an authorized regard to skill, except as provided in 29 CFR 5 5(a)(4). representative, will issue a determination within 30 days of Laborers or mechanics performing work in more than one receipt and so advise HUD or its designee or will notify classification may be compensated at the rate specified for HUD or its designee within the 30-day period that each classification for the time actually worked therein. additional time is necessary. (Approved by the Office of Provided, That the employer's payroll records accurately Management and Budget under OMB Control Number set forth the time spent in each classification in which 1215-0140 ) work is performed. The wage determination (including any (d) The wage rate (including fringe benefits where additional classification and wage rates conformed under 29 CFR 5.5(a)(1)(0) and the Davis-Bacon poster (WH- appropriate} determined pursuant to subparagraphs 1321} shall be posted at all times by the contractor and its (1]("](b} or (c} of this paragraph, shall be paid to all subcontractors at the site of the work in a prominent and workers performing work in the classification under this accessible, place where it can be easily seen by the contract from the first day on which work is performed in workers, the classification. [ll] (a) Any class of laborers or mechanics which is not (Ili) Whenever the minimum wage rate prescribed in the listed in the wage determination and which is to be contract for a class of laborers or mechanics includes a employed under the contract shall be classified in fringe benefit which is not expressed as an hourly rate, the conformance with the wage determination. HUD shall contractor shall either pay the benefit as stated in the approve an additional classification and wage rate and wage determination or shalt pay another bona fide fringe fringe benefits therefor only when the fallowing criteria benefit or an hourly cash equivalent thereof. have been met (lv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part form HUD-4010(0612009) Previous editions are obsolete Page t of 5 ref.Handbook 1344.1 of the wages of any laborer or mechanic the amount of any communicated in writing to the laborers or mechanics costs reasonably anticipated in providing bona fide fringe affected, and records which show the costs anticipated or benefits under a plan or program. Provided. That the the actual cost incurred in providing such benefits. Secretary of Labor has 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 Bacon Act have been met. The Secretary of Labor may registration of apprenticeship programs and certification of require the contractor to set aside in a separate account trainee programs, the registration of the apprentices and assets for the meeting of obligations under the plan or trainees, and the ratios and wage rates prescribed in the program. (Approved by the Office of Management and applicable programs. (Approved by the Office of Budget under DMB Control Number 1215-0140-) Management and Budget under DMS Control Numbers 2. Withholding. HUD or its designee shall upon its own 1215-0140 and 1215-0017,) action or upon written request of an authorized (11) (a) The contractor shall submit weekly for each week representative of the Department of Labor withhold or in which any contract work is performed a copy of all cause to be withheld from the contractor under this payrolls to HUD or its designee if the agency is a party to contract or any other Federal contract with the same prime the contract. but if the agency is not such a party, the contractor, or any other Federally-assisted contract contractor will submit the payrolls to the applicant subject to Davis-Bacon prevailing wage requirements, sponsor, or owner, as the case may be, for transmission to which is held by the same prime contractor so much of the HUD or its designee. The payrolls submitted shall set out accrued payments or advances as may be considered accurately and completely all of the information required necessary to pay laborers and mechanics, including to be maintained under 29 CFR 5.5(a){3)(i) except that full apprentices, trainees and helpers, employed by the social security numbers and home addresses shall not be contractor or any subcontractor the full amount of wages included on weekly transmittals. instead the payrolls shall required by the contract in the event of failure to pay any only need to include an individually identifying number for laborer or mechanic, including any apprentice, trainee or each employee (e.g., the last four digits of the employee's helper, employed or working on the site of the work, all or social security 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-347 is available for this purpose from sponsor, applicant, or owner, take such action as may he the Wage and Hour Division Web site at necessary to cause the suspension of any further htfn:Ifwww. ol.e0v/asalwhd/forms/wh347i, , P fm or its payment, advance, or guarantee of funds until such successor site. The prime contractor is responsible for violations have ceased. HUD or its designee may, after the submission of copies of payrolls by all subcontractors. written notice to the contractor, disburse such amounts Contractors and subcontractors shall maintain the full withheld for and on account of the contractor or social security number and current address of each subcontractor 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 a party to the disbursements In the case of direct Davis-Bacon Act contract. but if the agency is not such a party, the contracts. contractor will submit the payrolls to the applicant 3. (1) Payrolls and basic records. Payrolls and basic sponsor, or owner, as the case may be, for transmission to records relating thereto shall be maintained by the HUD or its designee, the contractor, or the Wage and Hour Contractor during the course of the work preserved for a Division of the Department of Labor for purposes of an period of three years thereafter for all laborers and investigation or audit of compliance with prevailing wage mechanics working at the site of the work. Such records requirements. It is 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 ciassificatton, hourly rates of wages paid (including rates contractor for its own records, without weekly submission of contributions or costs anticipated for bona fide fringe to HUD or its designee. (Approved by the Office of benefits or cash equivalents thereof of the types described Management and Budget under OMB Control Number in Section I(b)(2)(B) of the Davis-bacon Act}, daily and 1215-0149.} weekly number of hours worked, deductions made and (b) Each payroll submitted shall be accompanied by a actual wages paid. Whenever the Secretary of Labor has 'Statement of Compliance,' signed by the contractor or found under 29 CFR 5.5 (a){1}(iv) that the wages of any subcontractor or his or her agent who pays or supervises laborer or mechanic Include the amount of any costs the payment of the persons employed under the contract reasonably anticipated in providing benefits under a plan and shall certify the following: or program described in Section I(b){2)(8) of the Davis- (1) That the payroll for the payroll period contains the Bacon Act, the contractor shall maintain records which information required to be provided under 29 CFR 5.5 show that the commitment to provide such benefits is enforceable, that the plan or program is financially {a}(3}(ii), the appropriate information is being maintained under 29 CFR 5.5(a}(3)(i}, and that such information is responsible, and that the plan or program has been correct and complete-, Previous editions are obsolete form HUD4010(06120173) Page 2 of 5 ref.Handbook 1344.1 (2) That each laborer or mechanic (including each helper, is not registered or otherwise employed as stated above, apprentice, and trainee) employed on the contract during shall be paid not less than the applicable wage rate on the the payroll period has been paid the full weekly wages wage determination for the classification of work actually earned, without rebate, either directly or indirectly, and performed. In addition, any apprentice performing work on that no deductions have been made either directly or the job site in excess of the ratio permitted under the indirectly from the 1`0 wages earned. other than registered program shall be paid not less than the permissible deductions as set forth in 29 GFR Part 3; applicable wage rate on the wage determination for the (3) That each laborer or mechanic has been paid not less work actually performed. Where a contractor is performing than the applicable wage rates and fringe benefits or cash construction on a project in a locality other than that in equivalents for the classification of work performed. as which its program is registered, the ratios and wage rates specified in the applicable wage determination (expressed in percentages of the journeyman's hourly incorporated into the contract. rate) specified in the contractor's or subcontractor's (c) The weekly submission of a properly executed registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the certification set forth on the reverse side of Optional Form registered program for the apprentice's level of progress, WH-347 shall satisfy the requirement for submission of the expressed r a percentage of the journeymen hourly rate "Statement of Compliance' required by subparagraph A,3.(ii)(b). specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance (d) The falsification of any of the above certifications may with the provisions of the apprenticeship program. If the subject the contractor or subcontractor to civil or criminal apprenticeship program does not specify fringe benefits, prosecution under Section 1001 of Title 18 and Section apprentices must be paid the full amount of fringe benefits 231 of Title 31 of the United States Code. listed on the wage determination for the applicable (III) The contractor or subcontractor shall make the classification. If the Administrator determines that a records required under subparagraph A.3,(i) available for different practice prevails for the applicable apprentice inspection, copying. or transcription by authorized classification, fringes shall be paid in accordance with that representatives of HUD or its designee or the Department determination, In the event the Office of Apprenticeship of Labor, and shall permit such representatives to Training, Employer and Labor Services, or a State interview employees during working hours on the job. If Apprenticeship Agency recognized by the Office, the contractor or subcontractor fails 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. after written notice 10 the contractor, sponsor, apprentices at less than the applicable predetermined rate applicant or owner, take such action as may be necessary for the work performed until an acceptable program is to cause the suspension of any further payment, advance, approved. or guarantee of funds. Furthermore, failure to submit the ((i) Trainees. Except as provided in 29 CFR 5.16, required records upon request or to make such records trainees will not be permitted to work at less than the available may be grounds for debarment action pursuant to predetermined rate for the work performed unless they are 29 CFR 5.12. employed pursuant ',to and individually registered in a d. Apprentices and Trainees. program which has received prior approval, evidenced by (1) Apprentices. Apprentices will be permitted to work at formal certification by the U.S. Department of Labor, less than the predetermined rate for the work they Employment and Training Administration. The ratio of performed when they are employed pursuant to and trainees to journeymen on the job site shall not be greater individually registered in a bona fide apprenticeship than permitted under the plan approved by the program registered with the U.S. Department of Labor. Employment and Training Administration. Every trainee Employment and Training Administration, Office of must be paid at not less than the rate specified in the Apprenticeship Training, Employer and Labor Services. or approved program for the trainee's level of progress, with a State Apprenticeship Agency recognized by the expressed as a percentage of the journeyman hourly rate Office. or if a person is employed in his or her first 94 specified in the applicable wage determination. Trainees days of probationary employment as an apprentice in such shall be paid fringe benefits in accordance with the an apprenticeship program, who is not individually provisions of the trainee program. If the trainee program registered in the program, but who has been certified by does not mention fringe benefits, trainees shall be paid the Office of Apprenticeship Training, Employer and Labor the full amount of fringe benefits listed on the wage Services or a Slate Apprenticeship Agency (where determination unless the Administrator of the wage and appropriate) to be eligible for probationary employment as Hour Division determines that there is an apprenticeship an apprentice The allowable ratio of apprentices to program associated with the corresponding 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 ratio permitted to the contractor as less than full fringe benefits for apprentices. Any to the entire work force under the registered program. Any employee listed on the payroll at a trainee rate who is not worker fisted on a payroll at an apprentice wage rate, who registered and participating in a training plan approved by Previous editions are obsolete form HUD-4010(06I2GO9) Page 3 of 5 ref_5landbook 1344.4 the Employment and Training Administration shall be paid awarded HUD contracts or participate in HUD programs not less than the applicable wage rate on the wage pursuant to 24 CFR Part 24. determination for the work aclually performed. In additron, any trainee performing work ❑n the job site in excess of (il) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government the ratio permitted under the registered program shall be contract by virtue of Section 3(a) of the Davis-Bacon Act paid not less than the applicable wage rate on the wage or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or determination for the work actually performed. In the participate in HUD programs pursuant to 24 CFR Part 24. event the Employment and Training Administration withdraws approval of a training program, the contractor The penalty for making false statements is prescribed inthe U.S. Criminal Code. 18 Li.S.C. 1[]61. Additionally, will no longer be permitted to utilize trainees at less than n t U.S. Criminal Code, Section 1 01 0. Title 18, U.S.C.. the applicable predetermined rate for the work performed until an acceptable program is approved. "Federal Mousing Administration transactions'. provides in part: 'Whoever, for the purpose of . . . influencing in any (II€) Equal employment opportunity. The utilization of way the action of such Administration..... makes, utters or apprentices. trainees and journeymen under 29 CFR Part 5 publishes any statement knowing the same to be false...., shall be in conformity with the equal employment shall be fined not more than $5.000 or imprisoned not opportunity requirements of Executive Qrder 11246, as more than two years, or both.- amended. and 29 CFR Part 30 it. Complaints. Proceedings, or Testimony by 3. Compliance with Copeland Act requirements. The Employees. No laborer or mechanic to whom the wage, contractor shall comply with the requirements of 29 CFR salary, or other labor standards provisions of this Contract Part 3 which are incorporated by reference in this contract are applicable shalt be discharged or in any other manner 5. Subcontracts. The contractor or subcontractor will discriminated against by the Contractor or any insert in any subcontracts the clauses contained in subcontractor because such employee has filed any subparagraphs 1 through 11 in this paragraph A and such complaint or instituted or caused to be instituted any other clauses as HUD or its designee may by appropriate proceeding or has testified or is about to testify in any instructions 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 10 include these clauses in any lower tier B. Contract Work Hours and Safety Standards AcL The subcontracts. The prime contractor shall be responsible provisions of this paragraph B are applicable where the amount of the for the compliance by any subcontractor or lower tier prime contract exceeds $100,000. As used in this paragraph, the subcontractor with all the contract clauses in this terms laborers"and"mechanics'include watchmen and guards. paragraph. (f) Overtime requirements. No contractor or subcontractor 7. Contract termination; debarment. A breach of the contracting for any part of the contract work which may require or contract clauses in 29 CFR 5.5 may be grounds for involve the employment of laborers or mechanics shall require or termination of the contract and for debarment as a permit any such laborer or mechanic in any workweek in which the contractor and a subcontractor as provided in 29 CFR individual is employed on such work to work in excess of 40 hours in 5.12. such workweek unless such laborer or mechanic receives 8. Compifance with Davis-Bacon and Related Act Requirements. compensation at a rate not less than one and one-Half times the basic All rulings and interpretations of the Davis Bacon and rate of pay for all hours worked in excess of 40 hours in such Related Acts contained in 29 CFR Parts 1, 3, and 5 are workweek. herein incorporated by reference in this contract (2) Violation; Ilablflty for unpaid wages; liquidated 9. 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 subject to the general disputes and any subcontractor responsible therefor shall be liable clause of this contract Such disputes shall be resolved in for the unpaid wages. In addition, such contractor and accordance with the procedures of the Department of subcontractor shall be liable 10 the united Slates (in the Labor set forth in 29 CFR Paris 5, 6, and 7. Disputes case of work done under contract for the District of within the meaning of this clause include disputes between Columbia or a ferrilory, to such District or to such the contractor (or any of its subcontractors) and HUD or territory), for liquidated damages. Such liquidated its designee, the U.S. Department of Labor, or the damages shall be computed with respect to each individual employees or their representatives. laborer or mechanic, including watchmen and guards. 10. (i) Certification of Eligibility. By entering into this employed in violation of the clause set forth in Contract the contractor certifies that neither it (nor he or subparagraph (1) of this paragraph, in the sum of$it}for each she) nor any person or firm who has an interest in the calendar day on which such individual was required or permitted to contractor's firm is a person or firm ineligible to be work in excess of the standard workweek of 40 hours without payment awarded Government contracts by virtue of Section 3(a) of of the overtime wages required by the clause set forth in sub the Davis-Bacon Act or 29 CFR 5.12(a)(1) or to be paragraph (1) of this paragraph. Previous editions are obsolete form HUD40110(06/2009) Page 4 of 5 ref_Handbook 13441 (3) Withholding for unpaid wages and liquidated damages. HUD or its designee shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contracl. or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act which Is held by the same prime contractor such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in subparagraph (2) of this paragraph. (4) Subcontracts. The contractor or subcontractor shall insert in any subconlracts the clauses set forth in subparagraph (1) through (4) of this paragraph and aiso a clause requiring the subcontractors to include these clauses in any lower lief subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or tower tier subcontractor with the Causes set forth in subparagraphs (1) through (4) of this paragraph. C. Haalth and Safety. The provisions of the paragraph C are applicable where the amount of the prime contract exceeds 5100,000. (tJ No laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary. hazardous. or dangerous to his health and safely as determined under construction safely and health standards promulgated by the Secretary of Labor by regulation. (2) The Contractor shall comply with all regulations issued by the Secretary of Labor pursuant to Title 28 Pari 1928 and failure to comply may result in imposition of sanctions pursuant to the Contract Work Hours and Safety Standards Act, (Public Law 91-54, 83 Stat 98). 44 USC 3141 et sen. (3) The contractor shall include the provisions of this paragraph In every subcontract so that such provisions will be binding on each subcontractor. The contractor shalt lake such action with respect 10 any subcontractor as the Secretary of Housing and Urban development or the Secretary of Labor sha$l direct as a means of enforcing such provisions. Previous editions are obsolete form HUD-4010(06/2009) Page 5 of 5 ref.Handbook 1344.1 Page 1 of 4 General Decision Number: TX150025 01/02/2015 TX25 Superseded General. Decision Number: TX20140025 State: Texas Construction Type: Residential. Counties: Johnson, Parker and Tarrant Counties in Texas. Residential Projects consisting of single family homes and apartments up to and including 4 stories. Note: Executive Order (EO) 13658 establishes an hourly minimum wage of $10.10 for 2015 that applies to all contracts subject to the ❑avis-Bacon Act for which the solicitation is issued on or after January 1, 2015. If this contract is covered by the EO, the contractor must pay all workers in any classification listed on this wage determination at least $10.10 {or ['he applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract. The EO minimum wage rate will be adjusted annually. Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/02/2015 * SUTX1990-020 04/01/1990 Rates Fringes CARPENTER (excluding drywall hanging and form setting) . . . . . . .$ 9.315 CEMENT MASON/CONCRETE FINISHER (Excluding form setting) . . . . . . . . . . . . . . . . . . . . . . . . .$ 9.48 DRYWALL HANGER. . . . . . . . . . . . . . . . . . .$ 9.00 ELECTRICIAN. . . . . . . . . . . . . . . . . . . . . .$ 10.214 Form Setter. . . . . . . . . . . . . . . . . . . . . .$ 9.194 HVAC MECHANIC (including duct, excluding pipe work) . . . . . . .$ 8.337 Laborer, common. . . . . . . . . . . . . . . . . .$ 7.25 Painters: Brush. . . . . . . . . . . . . . . . . . . . . . .$ 8.85 Spray. . . . . . . . . . . . . . . . . . . . . . .$ 10.00 i PLUMBER (Including HVAC WORK) — .$ 10.687 ROOFER, Including Built Up, http://www.wdol.gov/wdol/scaftles/davisbacon/TX25.dvb?v=0 4/27/2015 Page 2 of 4 Composition and Single Ply Roofs. . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 8.646 Sheet Metal worker (Excluding HVAC-duct work) . . . . . . . . . . . . . . . . . .$ 14.103 TILE SETTER. . . . . . . . . . . . . . . . . . . . . .$ 11.50 TRUCK DRIVER. . . . . . . . . . . . . . . . . . . . .$ 7.25 WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. ----_------------------------------------------------------------ WELDERS - Receive gate prescribed for craft performing operation to which welding is incidental. ------------------------ ------ Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii) ) . ----------------------------------------------------------------- The body of each wage determination lists the classification and wage rates that have been found to be prevailing for Lhe cited type(s) of construction in the arca covered by the wage determination. The classifications are listed in alphabetical order of "identifiers" that indicate whether the particular rate is a union rate (current union negotiated rate for local) , a survey raLe (weighted average rate) or a union average rate (weighted union average rate) . ❑ni.on Rate Identifiers A four lc!tter classification abbLeviation identifier enclosed in dotted lines beginning with characters other than "SU" or "UAVG" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e.. Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CDA) governing this classification and rate. Survey Rate Identifiers http://www.wdol.goes/wdol/scafiles/davisbacoiVTX25.dvb?v=0 4/27/2015 Page 3 of 4 Classifications listed under the "SU" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SUI.A2012.--007 511312014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number uscd in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under. the [7AVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 0812912014_ UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 0$12912014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. ----------------------------------------------------------------- WAGE DETERMINATION APPEALS PROCESS 1. ) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage detcrminat.i.on * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour. Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the http://www.wdol.gov/wdollscafiles/davisbacon/TX25.dvb?v=0 412712015 Page 4 of 4 Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and !-lour Division U-S. OepartmcnL of Labor 200 Constitution Avenue, N.W. Washington, DC 202.10 2.) If the answer to the question in 1. ) is yes, then an interested party (those affected by the action) can .request review and reconsideration from the Wage and Iiour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7) . Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description■ area practice material, etc.) that the requester considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board) . Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W_ Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. END OF GENERAL DECISION http://www.wdol.gov/wdol/scafiles/davisbaconrfX25.dvb?v=O 4/27/2015 EXHIBIT "I" SECTION 3, REPORTING FORMS TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3609 HARDY STREET CHDO Funds—Exhibit"I"—Section 3 Reporting Forms Page 1 Tarrant County Housing Partnership, Inc. —3609 Hardy Street Rev. 6-5-15 EXHIBIT '11111 Section 3 Summary Report U.S.Department of Housing OMB Approval No: 2529-11043 Economic Opportunities for and Urban Development (exp. 11/3012010) Low—and Very Low-Income Persons Office of Fair Housing And Equal Opportunity HUD Freed orrtu Section back of page for Public Reporting Burden statwrmnt 1 Reaprenl Name&Address (steel,city,state,zip) I Federal Identification. (grant no) 3. Toth Amain of Award: 4.Contact Person 5.Phone 11ndude area oodey 6.Length of Grana: 7,Reporting Pend- 8.Date Report Submitted: 9.Program Code (Use separate sheet 10 Program Name: for each program code) Part I: Em plo ment and TraInIn 9 Golumns B.G and F are mand a ory fields. Include New Hires in E&F A B C O E F Number of Number of New %of Aggregate Number %of Total Staff Hours Ahrnber of Section 3 Jab Category New Hires Hires"hat are of Stag Hours of Now Hires for Section 3 Employees Trainees Sec.3 Residents that we Sec.3 Residents and Trainees Professionals Technicians Oifsoe/Clerical Construction by Trade(List) Trade Trade Trade Trade Trade Other List Totai Program Codes 3=PuloWndian Housing 4=Horrne6ess Assistance 8=COBG State Administered 1=Flemble Subsidy A=Develooment, 5=HOME 9=Other GO Programs 2=Section 202M11 9=operation B=HOME State Adri nirrstered 10=Other Housing Programs C=Modernization 7=GDBG Entitlement Page 1 of 2 form HUD WOD2 CWW1) Ref 24 GFR 135 Part Il: Contracts Awarded 1. Construction Contracts A. Total dollar amount of all contracts awarded on the project 5 B. Total dollar amount of Contracts awarded to Section 3 businesses $ C. Percentage of the total dollar amount that was awarded to Seclion 3 businesses % D. Total number of Section 3 businesses receiving contracts 2. Mon-Construction Contracts: A. Total dollar amount all non-construction contracts awarded on the projectlactivily $ B. Total dollar amount of non-construction contracts awarded to Section 3 businesses 5 C. Percentage of the total dollar amount that was awarded to Section 3 businesses % 0. Total number of Section 3 businesses receiving non-construction contracts Part Ill: Summary Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs,to the greatest extent feasible,toward low-and very low-income persons,particularly those who are recipients of government assistance for housing. [Check all that apply.] Attempted to recruit low-income residents through: local advertising media,signs prominently displayed at the project site, contracts with the community organizations and public or private agencies operating within the metropolitan area(or nonmetropolitan county)in which the Section 3 covered program or project is located,or similar methods. Participated in a HUD program or other program which promotes the training or employment of Section 3 residents. Participated in a HUD program or other program which promotes the award of contra cis to business concerns which meet the definition of Section 3 business concerns. Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located. Other;describe below. Public reporting for this collection of information is estimated to average 2 hours per response,ine[uding the time for reviewing instructions, searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information. This agency may not collect this information,and you are not required to complete this form,unless it displays a currently valid OMB number. Section 3 of the Housing and Urban Development Act of 1968,as amended,12 U.S.C. 1701 u,mandates that the Department ensures that employment and other economic opportunities generated by its housing and community development assistance programs are directed toward low-and very-low income persons,particularly those who are recipients of government assistance housing. The regulations are found at 24 CFR Part 135. The information will be used by the Department to monitor program recipients'compliance with Section 3,to assess the results of the Department's efforts to meet the statutory objectives of Section 3,to prepare reports to Congress,and by recipients as self-monitoring tool. The data is entered into a database and will be analyzed and distributed. The collection of information involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3. The information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e){6)of the Fair Housing Act and Section 916 of the HCDA of 1992- An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB Circular A-108 are not applicable. The reporting requirements do not contain sensitive questions. Data is Cumulative;personal identifying information is not included. Page 2 of 2 form HUD 60002(11x2010) Ref 24 CFR 135 Form HUD-60Op2,Section 3 Summary Report,Economic Opportunities far Law-and Very Low-Income Persons. Instructions: This form is to be used to report annual S. Program Code: Enter the appropriate program code as listed at accomplishments regarding employment and other economic the bottom of the page. opportunities provided to low-and very low-income persons under 9. Program Name: Enter the name of HUD Program corresponding Section 3 of the Housing and Urban Development Act of 1968. The with the"Program Code"In number a. Section 3 regulations apply to any public and Indian housing programs that receive: (1)development assistance pursuant to Part I: Employment and Training Opportunities Section 5 of the U.S.Housing Act of 1937;(2)operating assistance Column A. Contains various job categories. Professionals are pursuant to Section 9 of the U.S.Housing Act of 1937;or(3) defined as pea pie who have special knowledge of an occupation(i.e. modernization grants pursuant to Section 14 of the U.S.Housing Act supervisors,architects,surveyors,planners,and computer of 1937 and to recipients of housing and community development programmers). For construction positions,list each trade and provide assistance in excess of$200,000 expended for: (1)housing data in columns B through F for each trade where persons were rehabilitation(including reduction and abatement of lead-based paint employed. The category of"Other"includes occupations such as hazards);(2)housing construction;or(3)other public construction service workers. projects;and to contracts and subcontracts in excess of$100,otW Column B: (Mandatory Field) Enter the number of new hires for awarded in connection with the Section-3-covered activity. each rategory of workers identified in Column A in connection with Form HUD-60002 has three parts,which are to be completed for this award. New hire refers to a person who is not on the contractors all programs covered by Section 3. Part I relates to employment or recipient's payroll for employment at the time of selection for the and training.The recipient has the option to determine numerical Section 3 covered award or at the time of receipt of Section 3 covered employmenVtraining goals either on the basis of the number of hours assistance. worked by new hires(columns 3,D,E and F). Part II of the form Column C. (Mandatory Field) Enter the number of Section 3 new relates to contracting,and Part III summarizes recipients'efforts to hires for each category of war kers identified in Column A in comply with Section 3, connection with this award. Section 3 new hire refers to a Section 3 Recipients or contractors subject to Section 3 requirements must resident who is not on the contractor's or recipient's payroll for maintain appropriate documentation to establish that HUD financial employment at the time of selection for the Section 3 covered award or assistance for housing and community development programs were at the time of receipt of Section 3 covered assistance. directed toward low-and very low-income persons' A recipient of Column D: Enter the percentage of all the staff hours of new hires Section 3 covered assistance shall submit one copy of this repot to (Section 3 residents)in connection with this award. HUD Headquarters,Office of Fair Housing and Equal Opportunity. Column E: Emerthe percentage of the total staff hours worked for Where the program providing assistance requires an annual Section 3 employees and Iramees(including new hires)connected performance report,this Section 3 report is to be submitted at the with this award. Include staff hours for part-time and fulktinle same time the program performance report is submitted. Where an positions, annual performance report is not required,this Section 3 report is to be Column F: (Mandatory Field) Enter the number of Sett ion 3 submitted by January 10 and,if the project ends before December 31, residents that were trained in connection with this award. within 10 days of project completion. Only Prime Recipients are Part II: Contract Opportunities required to report to HUD. The report must include Block 1: Construction Contracts accomplishments of all recipients and their Section 3 covered Item A' Enter the total dollar amount of all contracts awarded on the contractors and subcontractors. project/program— HUD Field Office: Enter the Field Office name. Item B: Emerthe total dollar amount of contracts connected with this 1. Recipient: Enter the name and address of the recipient projectlprogram that were awarded to Section 3 businesses. submitting this report. Item C: Enter the percentage of the total dollar amount of contracts 2. Federal Identification: Enter the number that appears on the connected with this project/program awarded to Section 3 businesses. award form(with dashes). The award may be a grant, Item D: Enter the number of Section 3 businesses receiving awards. cooperative agreement or contract. Block 2: Non-Construction Contracts 3. DoIlar Amount of Award: Enter the dollar amount,rounded to the Item A: Enter the total dollar amount of all contracts awarded on the nearest dollar,received by the recipient. project/program. d&5. Contact Person/Phone: Enter the name and telephone number Item B: Emerthe total dollar amount of contracts connected with this of the person with knowledge of the award and the recipient's project awarded to Section 3 businesses. implementation of Section 3. Item C: Enter the percentage of the total doliar amount of contracts 6. Reporting Period: Indicate the time period(months and year) connected with this projectlprogram awarded to Section 3 businesses. this report covers. Item D: Enter the number of Section 3 businesses receiving awards. 7. Date Report Submitted: Enter the appropriate date. Part III: Summary of Efforts—Self-explanatory Submitone(1)copy of this report to the HUD Headquarters Office of Fair Housing and Equal Opportunity,at the same time the The Secretary may establish income ceilings higher or lower than 80 percent performance report is submitted to the program office. The Section 3 of the median for the area on the basis of the Secretary's findings such that report is submitted by January 10. Include only contracts executed variations are necessary because of prevailing levels of construction costs during the period specked in item 6. PHAs11HAs are to report all or unusually high-or low-income families. Very low-income persons mean eontractslsubcontracts. low-income families(including single persons)whose incomes do not exceed 50 percent of the median family income area,as determined by the The terms"low-income persons"and very low-income persons"have Secretary with adjustments or smaller and largertarn illes,except that the the same meanings given the terms in section 3(b)(2)of the United Secretary may establish income ceilings higher or lower than 50 percent of States Housing Act of 1937. Low4ncome persons mean families the median for the area on the basis of the Secretary's findings that such (including single persons)whose incomes do not exceed 80 percent of variations are necessary because of unusually high or low family incomes. the median income for the area,as determined by the Secretary,with adjustments for smaller and larger families,except that Page i form HUD 50002(1112010) Raf 24 CFR 135 EXHIBIT "J" STANDARDS FOR COMPLETE DOCUMENTATION TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3609 HARDY STREET CH DO Funds—Exhibit"J"—Standards for Complete Documentation Page 1 Tarrant County Housing Partnership, Inc.--3609 Hardy Street Rev.6-5-15 FORTWORTH. Standard of Documentation for Reimbursement of Development Costs Cost Type Documentation Standard Acquisition of Real Property - {Notice to Seller(date must be on or before the date of options agreement OF sales contract and signed by the buyer and seller) Recorded Deed of Trust Purchase Agreement w/Required HUD language Master Settlement Statement/ HUD-1 - Appraisal or other document used to determine purchase price Proof of Payment(bank statement/cancelled check) Verification of Vacant Status(as applicable) Pre-development and Soft - Invoice Costs(Architect, Engineer, - Invoice should include: Landscape Design,Surveys, date; Appraisals, Environmental, Legal company's letterhead; Fees, Other Consultants, Etc.) address for which service is provided; description of services)and item(s); amount for itemized services; and total amount Proof of Payment(ie. bank statement or cancelled check) Fully executed contract/service agreements/letter agreement and applicable amendments - Provide printout from www.sam.gov verifying contractor/subcontractor is not listed on the debarred and suspension list - If only a portion is being paid with City funds, then show calculation and documentation of how costs are allocated. Construction Costs (Contractors& - Invoice Subcontractors) - Invoice should include: date; company's letterhead; address for which service is provided; description of service(s)and item(s); amount for itemized services;and total amount Proof of Payment(i.e. bank statement or cancelled check) Copy of applicable inspection reports) conducted by HED Inspector Copy of executed agreements - Provide printout from www.sam.govverifying contractor/subcontractors are not listed on the debarred and suspension list Housing and Economic Development FINAL as of 1/9/2015 Pale 1 FORTWORTH,-., Standard of Documentation for Reimbursement of Development Costs Construction Costs (Contractors & . If only a portion is being paid with City funds,then show calculation of Subcontractors) how costs are allocated. (continued) . for payment of final retainage for the prime contractor, lien waivers for the prime and all subcontractors. List of subcontractors Materials Purchased Directly by . Invoice Developer(if applicable) - Invoice should include: date; company's letterhead; address where materials will be used; description of service(s)and item(s); cost by quantity; and total amount Proof of Payment(i.e. bank statement or cancelled check) • Verification of Delivery Developer Fee . Final Invoice Reflecting Total development Cost (if paid directly from HOME funds) • Proof of payment for any other entity/funding source contributing to development costs. Show calculation of agreed upon developer fee percentage Copies of final lien releases from contractor/subcontractor Complete documentation income eligibility of buyers/renters (i.e. income docs for eligible homebuyer/tenants,sales contract between developer/homebuyer,HAP Deed of Trust w/required affordability period language,etc.) Lease documents Final inspections of completed units Housing and Economic Development FINAL as of 1/9/21315 Page 2 EXHIBIT "K" MSE REPORTING FORM TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3609 HARDY STREET CHDO Funds—Exhibit"K"—MSE Reporting Form Page 1 Tarrant County Housing Partnership,Inc.—3609 Hardy Street Rev. 6-5-i 5 x c E k P W ry m � A v � y ,,cc � a S � F- S, r . E6 S. ~ � R � u m ❑ EE a o c xvz a �s" _ m 2 7 Y m g �� vA4 M&C Review Page 1 of 4 Of icaI site of:1-e City of Fc it tdorth,Texas CITY COUNCIL AGENDA FoRr� rij COUNCIL ACTION: Approved on 9/23/2014 DATE: 912312014 REFERENCE C-27008 LOG NAME: 17HFCHARDYLOTS NO.: CODE: C TYPE: NOW PUBLIC CONSENT HEARING: NO SUBJECT: Authorize Change in Use and Expenditure of$1,300,000.00 of HOME Investment Partnerships Program Grant Funds to the Fort Worth Housing Finance Corporation in the Form of a Subordinate Loan for Development of Up to Twenty-One Single Family Houses for the Hardy Street Single Family Infill Project Located in the Diamond Hill-Jarvis Neighborhood, Authorize Execution of a Contract, Authorize Sale of the Twenty-One Platted Lots to the Fort Worth Housing Finance Corporation for the Development in the Amount Not to Exceed $132,000.00, in Accordance with Section 272.001(9) of the Texas Local Government Code, and Authorize Substantial Amendment to the City's 2007-2008, 2008-2009 and 2010-2011 Action Plans (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council: 1. Authorize a substantial amendment to the City's 2007-2008, 2048-2009 and 2410-2011 Action Plans; 2. Authorize the City Manager, or his designee, to substitute funding years in order to meet United States Department of Housing and Urban Development commitment, disbursement and expenditure deadlines; 3. Authorize the change in use and expenditure of$1,300,000.00 in prior years HOME Investment Partnerships Program Grant funds to the Fort Worth Housing Finance Corporation in the form of a subordinate loan for the development of the Hardy Street Single Family Infill Project, a development of up to twenty-one houses located on Eagle Nest Street and Hardy Street; 4. Authorize the City Manager, or his designee, to execute a conditional commitment with the Fort Worth Housing Finance Corporation for a five-year subordinate deferred forgivable loan that conditions funding on, among other things, satisfactory completion of HOME requirements; 5. Authorize the City Manager, or his designee, to execute a contract with the Fort Worth Housing Finance Corporation for the construction and completion of the project for a term beginning on the date of execution of the contract and ending five-years from the date of execution; 5. Authorize the City Manager, or his designee, to amend the contract for up to two one year extensions if the Fort Worth Housing Finance Corporation requests an extension and such extension is necessary for completion of the project; 7. Authorize the City Manager, or his designee, to amend the contract if necessary to achieve project goals provided that the amendment is within scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds; 8. Authorize the direct sale of twenty-one platted properties located on Eagle Nest Street and Hardy Street to the Fort Worth Housing Finance Corporation, in accordance with Section 272.001(9) of the http://apps.cfwnet.org/council_packet/mc—review.asp?1D=20264&councildate=912312014 6/9/2015 M&C Review Page 2 of 4 Texas Local Government Code, in the amount not to exceed $132,000.00; and 9. Authorize the City Manager, or his designee, to execute and record the appropriate instruments conveying the properties to complete the purchase and sale. DISCUSSION: The City Council authorized a total amount of$1,658,724.00 in Community Development Block Grant (CDBG) funds for the Hardy Street Single Family Infill Housing Development(Development) (M&C G- 16852, M&C C-24117, M&C G-16884, M&C G-17714 and M&C C-26054). The Development consists of acquisition of 3601 and 3617 Hardy Street, demolition of an existing structure and installation of infrastructure for the 21 single family lots. The tracts have been replatted into 21 lots (Properties) to be sold to a homebuilder to construct quality, affordable and accessible housing in the Diamond-Hill Jarvis neighborhood. On June 10, 2014, (M&C C-26825) the City Council authorized the safe of three lots to HMH Lifestyles, LP d/b/a HistoryMaker Homes(HistoryMaker), as the homebuilder to purchase and construct the houses. However, HistoryMaker decided not to proceed with the project due to higher priority developments available with more lots for home construction. On August 26, 2014, the Board of the Fort Worth Housing Finance Corporation {HFC} agreed to be the Developer for the project and approved ail necessary actions to complete the acquisition and the construction of the 21 single-family houses. The houses will be either three bedroom/two bath or four bedroom/two bath houses, ranging in size from 1,400 to 1,875 square feet. The houses will be sold to homebuyers earning 80 percent or less of the Area Median Income as determined by the United States Department of Housing and Urban Development(HUD). Buyers must meet all HOME Program requirements, including applying for and receiving at least $1,000.00 in down payment and/or closing cost assistance from the City's Homebuyer Assistance Program (HAP) and must occupy the unit as their primary residence for the length of the affordability period. The City will enter a contract with the HFC for$1,300,000.00 of the City's HOME funds to be used for acquisition of the properties, as described below and for part of the construction costs for the project. The HOME funds will be in the form of a forgivable deferred payment loan. if the houses are all sold to HOME-eligible buyers who occupy the units for the length of the affordability period, the loan will be forgiven. Staff recommends the following contract and loan terms: 1. Houses must be sold six months after completion to HOME-eligible buyers who obtain at least $1,000.00 of HAP loan funds; 2. The length of the affordability period for the houses will be either 5, 10 or 15 years depending upon the amount of HOME funds provided to the buyer; 3. Secure performance and repayment of HOME funds in the case of default by homebuyer or Developer with a recorded deed of trust; and 4. Five-year contract and loan term with HFC; and 5. HFC's loan is forgiven if all HOME requirements and contract terms are met. The expenditure of HOME funds is conditioned upon the following: 1. Satisfactory completion of an environmental review pursuant to 24 CFW part 58; and 2. Authorization to use grant funds from HUD. In accordance with the HOME regulations, 24 CFR Part 92 et seq., the purpose of this project is to benefit low and very low-income citizens by providing them with affordable housing. A public comment period on the change in use of these HOME funds was held from August 22, 2014 to September 22, 2014. Any comments are maintained by the Housing and Economic Development Department in accordance with federal regulations. The Action Plan funding year may vary and be substituted based on the principle of First In, First Out(FIFO) in order to expend the oldest grant funds first. Staff recommends selling the property to the HFC for the project. The safes price is $132,000.40 for http://apps.cf vnet.org/council_packet/me—review.asp?ID=20264&councildate=9/23/2014 6/9/2015 M&C Review Page 3 of 4 all 21 lots. The HFC is responsible for all closing costs on this transaction. The City advertised the intent to sell the property in the Fort Worth Star-Telegram on August 24, 2014, August 31, 2014, September 7, 2014 and September 14, 2014. Address Le al Description 3600 Eagle Nest Street Jarvis Heights Apartments Addition, Block 4-R Lot 7 3601 Eagle Nest Street Jarvis Heights Apartments Addition, Block 3-R Lot 7 3608 Eagle Nest Street Jarvis Heights Apartments Addition, Block 4-R Lot 6 3609 Eagle Nest Street Jarvis Heights Apartments Addition, Block 3-R Lot 6 3616 Eagle Nest Street Jarvis Heights Apartments Addition, Block 4-R Lot 5 3517 Eagle Nest Street Jarvis Heights Apartments Addition, Block 3-R Lot 5 3624 Eagle Nest Street Jarvis Heights Apartments Addition, Block 4-R Lot 4 3625 Eagle Nest Street Jarvis Heights Apartments Addition, Block 3-R Lot 4 3632 Eagle Nest Street Jarvis Heights Apartments Addition, Block 4-R Lot 3 3533 Eagle Nest Street Jarvis Heights Apartments Addition, Block 3-R Lot 3 3640 Eagle Nest Street Jarvis Heights Apartments Addition, Block 4-R Lot 2 3641 Eagle Nest Street Jarvis Heights Apartments Addition, Block 3-R Lot 2 3648 Eagle Nest Street Jarvis Heights Apartments Addition, Block 4-R Lot 1 3649 Eagle Nest Street Jarvis Heights Apartments Addition, Block 3-R Lot 1 3601 Hardy Street Jarvis Heights Apartments Addition, Block 4-R Lot 14 3605 Hardy Street Jarvis Heights Apartments Addition, Block 4-R Lot 13 3617 Hardy Street Jarvis Heights Apartments Addition, Block 4-R Lot 12 3625 Hardy Street Jarvis Heights Apartments Addition, Block 4-R Lot 11 3633 Hardy Street Jarvis Heights Apartments Addition, Block 4-R Lot 10 3641 Hardy Street Jarvis Heights Apartments Addition, Block 4-R Lot 9 3649 Hardy Street Jarvis Heights Apartments Addition, Block 4-R Lot 8 This project is located in COUNCIL DISTRICT 2, Mapsco 48Z. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. http://apps.cfwnet.org/council_packet/me—review.asp?ID=20264&councildate=912312014 6/9/2015 M&C Review Page 4 of 4 TO FundlAccountlCenters FROM Fund/AccountlCenters GR76 539120 005206181640 $1,000,000.00 GR76 539120 005206181070 $400,000.00 GR76 539120 005206271640 $179.440.54 GR76 539120 005205181160 $55,000.00 GR76 539120 017206461640 $120,559,46 GR76 539120 005206181360 $545,000,00 GR76 539120 005206271990 $179.440,54 GR76 539120 017206461990 $120,559.46 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Jay Chapa (5804) Additional Information Contact: Cynthia Garcia (8187) Bette Chapman (6125) ATTACHMENTS http:llapps.cfwnet.org/council_packet/mc_review.asp?ID=20264&councildate=912312014 6/9/2015 M&C Review Page 1 of 2 10M,dal site of the GbY of Fait Wrath,Teras CITY COUNCIL AGENDA FORT 11 COUNCIL ACTION: Approved on 4114/2015 DATE: 4/1412015 REFERENCE NO.:C-27264 LOG NAME: 17NS NSTCHPASSIGN CODE: C TYPE: NON- PUBLIC CONSENT HEARING: NO SUBJECT: Authorize Assignment of Contracts for the Development of the Hardy Street Single Family Infill Development Located in the Diamond Hill-Jarvis Neighborhood Using $1,300,000.00 of HOME Investment Partnerships Program Grant Funds and Assignment of Purchase and Sale Agreement for the Direct Sale of Twenty-One Lots for the Development from the Fort Worth Housing Finance Corporation to Tarrant County Housing Partnership, Inc. (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager or his designee to execute an assignment of contracts for the development of the Hardy Street Single Family Infill Development located in the Diamond Hill-Jarvis Neighborhood using $1,300,000.00 of the City's HOME Investment Partnerships Program grant funds from the Fort Worth Housing Finance Corporation to Tarrant County Housing Partnership, Inc.; 2. Authorize the City Manager or his designee to execute an assignment of the Purchase and Sale Agreement for the direct sale by the City of twenty-one lots for the development in the amount of $132,000.00 from the Fort Worth Housing Finance Corporation to Tarrant County Housing Partnership, Inc.; 3. Authorize the City Manager or his designee to amend the HOME contracts to include all Community Housing Development Organization requirements and a ten percent developer fee; 4. Authorize the City Manager or his designee to amend the contracts and the Purchase and Sale Agreement 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; and 5. Authorize the City Manager to substitute funding years in order to meet commitment, disbursement and expenditure deadlines for grant funds from the United States Department of Housing and Urban Development. DISCUSSION: On September 23, 2014, the City Council authorized the change in use and expenditure of $1,300,000.00 of the HOME Investment Partnerships Program grant funds to the Fort Worth Housing Finance Corporation (FWHFC) for the development of the Hardy Street Single Family Infill Development, and authorized the direct sale of 21 lots to the FWHFC for the development for $132,000.00 ( M&C C-27008), Staff recommends the assignment of the HOME funds contracts and the purchase and sales agreement for the lots from the FWHFC to Tarrant County Housing Partnership, Inc. (TCHP), a Community Housing Development Organization (CHDO) and an experienced single family affordable housing developer. These assignments will allow the City to meet its CHDO spending and commitment goals with the United States Department of Housing and Urban Development (HUD). The City receives approximately $2,000,000.00 in HOME funds each year and HUD requires that 15 percent of those funds must be set aside to be spent by a CHDO. http://apps.cfwnet.orglcouncil_packet/mc_review.asp?ID=20975&couDcildate=4/14/20I5 619120I5 M&C Review Fate 2 of 2 Staff recommends amending the HOME funds contracts to incorporate all CHDO requirements, including a standard 10 percent CHDO developer fee in order to comply with HUD regulations for CHDOs. This project is located in COUNCIL DISTRICT 2, Mapsco 48Z. FISCAL INFORMATIONICERTIFiCATION: The Fiscal Year 2015 budget included appropriations of$1,615,439.38 in the Grants Fund for this purpose. To date, the appropriations have not been expended. Upon approval of these recommendations, the Financial Management Services Director certifies that funds are available within the existing appropriations for the Hardy Street Single Family Infill Project. TO Fund/Account/Centers FROM Fund/AccountlCenters GR76 539120 005206181640 $1,000,000.00 GR76 539120 005206181070 $404.000.00 GR76 539120 005206271640 $179.440.54 GR76 539120 005206181160 $55.000.00 GR76 539124 017206461640 $120.559.46 GR76 539120 005206181360 $545,000.04 GR76 539120 005206271990 $179.440.54 GR76 539120 017206461990 $120,559.46 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Cynthia Garcia (8187) Additional Information Contact: Ana Alvarado{7535} ATTACHMENTS Map.pd http://apps.efikmet.org/cauncil_sacket/mc_review.asp?ID=20975&councildate=411412015 6/9/2015 M&C Review Page 1 of 2 Offioal site of she City of Cert Wath,Texas CITY COUNCIL. AGENDA FORTIVORT11 COUNCIL ACTION: Approved on 511912015 REFERENCE17NS HARDY PROJECT DATE: 5/1912015 NO.: **C-27295 LOG NAME: ADDITIONAL HOME FUNDING CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Expenditure of an Additional $310,000.00 of HOME Investment Partnerships Program Grant Funds to Tarrant County Housing Partnership, inc., for the Hardy Street Single Family Infill Development in the Diamond-Hill-Jarvis Neighborhood for a Total Contract Amount of$1,610,000.00 and Authorize Execution of Contracts(COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council: 1, Authorize the City Manager or his designee to substitute funding years in order to meet commitment, disbursement and expenditure deadlines for grant funds from the United States Department of Housing and Urban Development; 2. Authorize expenditure of an additional $310,000.00 in HOME Investment Partnerships Program grant funds to Tarrant County Housing Partnership, Inc., for a total contract amount of$1,610,000.00 for the development of additional single family houses as part of the Hardy Street Single Family Infill Development located in the Diamond Hill-Jarvis neighborhood; 3.Authorize the City Manager or his designee to execute contracts with the Tarrant County Housing Partnership, Inc., for a five year term for the construction of single family houses in the project; 5. Authorize the City Manager or his designee to extend or renew the contracts for one year if Tarrant County Housing Partnership, Inc., requests an extension and such extension is necessary for completion of the project; and 6. Authorize the City Manager or his designee to amend the contracts if necessary to achieve project goals provided that the amendment is within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds. DISCUSSION: On September 23, 2014, the City Council authorized the expenditure of$1,300,000.00 of HOME Investment Partnerships Program (HOME) grant funds to the Fort Worth Housing Finance Corporation (FWHFC)for the Hardy Street Single Family Infill Development and authorized the direct sale of 21 lots to the FWHFC for the development(MRC C-27008)_ On April 14, 2015, the City Council authorized the assignment of the HOME contracts and the Purchase and Sale Agreement for the lots from FWHFC to TCHP, a Community Housing Development Organization (CHDO) and an experienced single family affordable housing developer(M&C C-27264). The purpose of the assignments was to assist the City in meeting its CHDO commitment and spending goals with the United States Department of Housing and Urban Development (HUD). TCHP currently has been assigned HOME contracts for the construction of seven houses and expects to start construction in May. TCHP would like to also begin construction on two more houses http://apps.cfwnet.org/councit_packet/mc_review.asp?ID=21099&councildate=511912015 6/9/2015 M&C Review Page 2 of 2 in May for a total of nine houses, but needs an additional $310,000.00 of HOME funds for the construction. These two additional contracts will allow the City to meet its CHDO commitment and spending goals with HUD. Staff recommends the expenditure of an additional $310,000.00 in HOME funds to TCHP for the project for a total contract amount of$1,610,000.00. The HOME funds may be used for any eligible costs related to the development. In accordance with the HOME regulations, the purpose of the project is to benefit low and moderate-income citizens by providing them with quality, accessible, affordable housing. The Action Plan funding years may vary and be substituted based on the principle of First In, First Out in order to expend oldest grant funds first. Federal regulations do not require a public comment period for this allocation of HOME funds. This project is located in COUNCIL DISTRICT 2, Mapsco 48Z. FISCAL INFORMATIONICERTIFICATION: The Fiscal Year 2015 budget includes appropriations of$323,789.41 in the Grants Fund for development projects eligible under the HOME Investment Partnerships Program Grant. To date, none of those appropriations have been expended. Upon approval of this recommendation, the Financial Management Services Director certifies that funds are available within the existing appropriations for this expenditure. TO Fund/Account/Centers FROM Fund/AccountlCenters GR76 539120 017206351 XXX $310,000.00 GR76 539120 017246351150 $310.000.00 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Cynthia Garcia (8187) Additional Information Contact: Alice Cruz (7322) Avis Chaisson (6342) ATTACHMENTS Hard Platted Lots block. df http://apps.cfwnet.orglcouncil_packet/mc_review.asp?1D=21099&councildate=511912015 6/9/2015 PROMISSORY NOTE HOME CHDO Funds Date: June 5, 2015 Borrower: Tarrant County Housing Partnership, Inc., a Texas non-profit corporation Borrower's Mailing Address: 3204 Collinsworth St., Fort Worth, Tarrant County, TX 76107 Lender: City of Fort Worth, Texas, a Texas municipal corporation Place for Payment: CIO Director of Neighborhood Services Department 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: $330,400.00 Loan Authority: The loan evidenced by this Note is being made pursuant to the HOME Investment Partnerships Program authorized under Title II of the Cranston-Gonzalez National Affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. ("HOME Program") and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations") with HOME funds. Annual Interest Rate: Zero Percent (0%) Maturity Date: June 4, 2020 Terms of Payment (principal and interest): This Note is the Promissory Note required in City Secretary Contracts Nos. 45984-A1 and 46622-A1 between Borrower and Lender and has been executed and delivered in accordance with these contracts (the "Contracts"). The funds advanced by Lender are HOME funds and the Contracts require that the Required Improvements constructed with the HOME funds on the Property (the "houses"), must be sold to HOME Eligible Buyers in accordance with the HOME Regulations, all as more particularly described in the Contracts. The Loan evidenced by this Note will be in default if any of the houses are not sold to HOME Eligible Buyers, and in the event of such default, Lender may invoke any remedies for default provided in the Contracts or the Deed of Trust. PROMISSORY NOTE—HOME CHDO FUNDS Page 1 TCHP—3632 Eagle Nest and 3609 Hardy Streets rev 06-05-15 The Note is subject to all terms and conditions of the Contracts. The Loan will be forgiven provided that (i) the houses are sold to a HOME Eligible Buyers in accordance with HOME Program Requirements, (ii) Lender receives the Sales Proceeds, and (iii) Borrower is not otherwise in default of the Loan terms or the Contracts. In the even the Loan is not forgiven in accordance with the terms of the Contracts, the Principal Amount will be payable in full on the Maturity Date under the terms and conditions as provided in the Contracts. Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske or Leann D. Guzman, Trustee, which covers the following real property: As more particularly described in the attached Exhibit "A", incorporated herein for all purposes, and commonly known as 3632 Eagle Nest Street and 3609 Hardy Street, Fort Worth, TX 76106. Other Security for Payment: As set forth in the Contracts. Borrower promises to pay to the order of Lender the Principal Amount under the terms and conditions described in the Contracts if not otherwise forgiven. 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. If Borrower defaults in the payment of this Note or in the performance of its obligations under the Contracts or the HOME Program or the HOME 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. 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 30 business days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower(a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies PROMISSORY NOTE—HOME CHDO FUNDS Page 2 TCHP—3632 Eagle Nest and 3609 Hardy Streets rev 06-05-15 by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Notices given to Borrower shall be in writing and delivered to the addresses listed above, or to such other address as Borrower designates by written notice to Lender. Each such notice or other communication shall be effective upon receipt when sent by U. S. Mail, postage prepaid and by certified mail, return receipt requested; or by a nationally recognized overnight delivery service. 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. Borrower may prepay this Note at any time before the Maturity Date without penalty so long as the houses located on the Property constructed with the HOME funds are sold to HOME Eligible Buyers in accordance with the HOME Program and the HOME Regulations and the other terms and conditions of the Contracts. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. A default exists under this Note if(1) (a) Borrower or (b) any other person liable on any part of this Note (an "Other Obligated Party") fails to timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower or such Other Obligated Party; (2) any warranty, covenant, or representation in this Note or in any other written agreement between Lender and Borrower or any Other Obligated Party is materially false when made; (3) a receiver is appointed for Borrower, any Other Obligated Party, or any property on which a lien or security interest is created as security (the "Collateral Security") for any part of this Note; (4) any Collateral Security is assigned for the benefit of creditors; (5) a bankruptcy or insolvency proceeding is commenced by Borrower or an Other Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower or an Other Obligated Party and (b) the proceeding continues without dismissal for 90 days, the party against whom the proceeding is PROMISSORY NOTE—HOME CHDO FUNDS Page 3 TCHP—3632 Eagle Nest and 3609 Hardy Streets rev 06-05-15 commenced admits the material allegations of the petition against it, or an order for relief is entered; (7) any of the following parties is dissolved, begins to wind up its affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or any event occurs or condition exists that permits the dissolution or winding up of the affairs of any of the following parties: (i) Borrower, or (ii) an Other Obligated Party; and (8) any Collateral Security is materially impaired by loss, theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction, unless it is promptly replaced with insurance proceeds, collateral security of like kind and quality or restored to its former condition. The execution and delivery of this Note are required under the Contracts. If any provision of this Note conflicts with any provision of the Contracts, the Deed of Trust or any other document evidencing the same transaction between Lender and Borrower, the provisions of the Contracts will govern to the extent of the conflict. This Note will be construed under the laws of the state of Texas without regard to choice-of-law rules of any jurisdiction. [SIGNATURE PAGE IMMEDIATELY FOLLOWS] THE CONTRACTS AND THE NOTE 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. TARRANT COUNTY HOUSING PARTNERSHIP, INC. o a es , Pre ' ent PROMISSORY NOTE—HOME CHDO FUNDS Page 4 TCHP—3632 Eagle Nest and 3609 Hardy Streets rev 06-05-15 Exhibit "A" Street Address Legal Description of Property 3632 Eagle Nest Lot 3, Block 4-R, Jarvis Heights Apartments Addition, an Addition to the Street City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in County Clerk's File No. D213160719, of the Official Public Records, Tarrant County, Texas 3609 Hardy Lot 13, Block 4-R, Jarvis Heights Apartments Addition, an Addition to Street the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in County Clerk's File No. D213160719, of the Official Public Records, Tarrant County, Texas PROMISSORY NOTE—HOME CHDO FUNDS Page 5 TCHP—3632 Eagle Nest and 3609 Hardy Streets rev 06-05-15 I "!I%_ I v IT D215124476 611112015 3:09 PM PGS 14 Fee: $68.00 Submitter: SIMPLIFILE Electronically Recorded by Tarrant County Clerk in Official Public Records Mary Louise Garcia NOTICE OF CONFIDI:N` IALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALT, OF THE FOLLOWING II\FORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN nNTEREST IN REAL PROPERTY BEFORE IT TS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR.YOUR.DRIVER'S LICENSE NUMBER. Deed of Trust Security- Agreement - Financing Statement HOME CHDO Funds Terms Date: Tune 5,20 l Grantor: Tan-ant County Housing Partnership, lnc., a.Texas nonprofit corporation Grantor's Mailing Address: 3204 ColIingsworth St., Fort Worth. Tarrant County, TX 76107 Trustee: Vicki S. C;anske or Leann D. Guzman 'T'rustee's Mailing Address: City Attorney's Office City of Fort Worth 1000 Throcicmorton St. Fon Worth TX 76102 Tan-ant County Lender: City of Fort Worth, a1 exas inunicipal 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 the Note (the "Loan") and secured by this Deed of Trust Security Agreement — Financing Statement ("Deed of 'frust'') is being made pursuant to the HOME Investment Partnerships Program authorized under Title II of the Cranston-Gonzales National AlTurdable.Housing Act of 1990, as amended, 42 TSC 12701 et seq. (tbe 'TIOME Program") and the HOME Investment DEED OF TRUST—HOy1E CHDO FUNDS Page 1 TCHP -3632 Eagle Nest and 3609 Hardy Streets Rev. 06-05-15 Partnership Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations") with HOME funds. Obligations Note Date: June 5, 2015 Original Principal Amount: $330,400.00 Borrower: Tarrant County Housing Partnership, Inc. Lender: City of Fort Worth Terms of Payment: As provided in the Note Maturity Date: June 4, 2020 In addition, Obligations shall include compliance by Grantor with the requirements of the HOME Program more particularly described in Section F. below. Property (including any improvements): As more particularly described in the attached Exhibit "A", incorporated herein for all purposes, and commonly known as 3632 Eagle Nest Street and 3609 Hardy Street, Fort Worth, TX 76106. 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. DEED OF TRUST—HOME CHDO FUNDS Page 2 TCHP—3632 Eagle Nest and 3609 Hardy Streets Rev.06-05-15 In addition to creating a deed-of-trust lien on the Property described, Grantor also grants to Lender a security interest in all of the above-described personal property pursuant to and to the extent permitted by the Texas Uniform Commercial Code. Prior Liens: None Other Exceptions to Conveyance and Warranty: Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing recorded instruments other than conveyances of the surface fee estate that affect the Property; liens described in this Deed of Trust; and, taxes for the current year. For value received and to secure 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 if required by the Contracts (as hereinafter defined) and all other amounts secured by this Deed of Trust and performance of the requirements of the HOME Program, this Deed of Trust will have no further effect, and Lender will release it at Grantor's expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to- t. 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. DEED OF TRUST—HOME CHDO FUNDS Page 3 TCHP—3632 Eagle Nest and 3609 Hardy Streets Rev. 06-05-15 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 reasonable attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust. 5. If there is a default on the Obligations or if Grantor fails to perform any of Grantor's Obligations under this Deed of Trust and the default continues after any required notice of the default and the time allowed to cure, Lender may- a. declare any unpaid principal balance and earned interest on the Obligations immediately due; DEED OF TRUST—HOME CHDO FUNDS Page 4 TCHP—3632 Eagle Nest and 3609 Hardy Streets Rev.06-05-15 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. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan documents,prior to exercising any remedies Lender shall give Grantor written notice of such default. Grantor shall have a period of 10 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Grantor written notice of such default. If the default is reasonably capable of being cured within 30 days, Grantor shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Grantor (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Grantor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Notices given to Grantor shall be in writing and delivered to the address listed above, or to such other address as Grantor designates by written notice to Lender. Each such notice or other communication shall be effective on the date of receipt when sent by U. S. Mail, postage prepaid, by certified mail, return receipt requested or by a nationally recognized overnight delivery service. 6. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will- 1. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; 2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the DEED OF TRUST—HOME CHDO FUNDS Page 5 TCHP—3632 Eagle Nest and 3609 Hardy Streets Rev.06-05-15 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; 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 DEED OF TRUST—HOME CHDO FUNDS Page 6 TCHP—3632 Eagle Nest and 3609 Hardy Streets Rev. 06-05-15 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) subject to the rights of senior lien holders, Lender shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement, and (c) no material default then exists under the Loan documents other than attributable to casualty or condemnation. If the casualty or condemnation affects only part of the Property and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Obligations in a manner that provides adequate security to Lender for repayment of the remaining balance of the Obligations, and any excess proceeds shall be paid to Grantor. 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other income and receipts to payment of the Obligations and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in payment or performance of the Obligations or performance of this Deed of Trust, subject to the rights of senior lien holders, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph as required by the Texas Property Code 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 DEED OF TRUST—HOME CHDO FUNDS Page 7 TCHP—3632 Eagle Nest and 3609 Hardy Streets Rev. 06-05-15 principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 9. In no event may this Deed of Trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural. 11. The term Note includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. 12. Grantor agrees to (a) keep at Grantor's address, or such other place as Lender may approve, accounts and records reflecting the operation of the Property and copies of all written contracts, leases, and other instruments that affect the Property; (b) prepare financial accounting records in compliance with generally accepted accounting principles consistently applied; and, (c) at Lender's request on reasonable notice from time to time, permit Lender to examine and make copies of such books, records, contracts, leases, and other instruments at any reasonable time. 13. Grantor agrees to deliver to Lender, at Lender's request from time to time, internally prepared financial statements of Grantor and any guarantor of the Note prepared in accordance with generally accepted accounting principles consistently applied, in detail reasonably satisfactory to Lender and certified to be materially true and correct by the chief financial officer of Grantor or its certified public accountant, as applicable. 14. If Lender orders an appraisal of the Property while a default exists or to comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to reimburse Lender for any such appraisal within 20 days of Lender's written request, that failure is a default under this Deed of Trust. 15. Grantor agrees to allow Lender or Lender's agents to enter the Property 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, DEED OF TRUST—HOME CHDO FUNDS Page 8 TCHP—3632 Eagle Nest and 3609 Hardy Streets Rev. 06-05-15 an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. Grantor may not cause or permit any Property to be encumbered by any liens, security interests, or encumbrances other than the liens securing the Obligation and the liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions without the prior written consent of Lender. If granted, consent may be conditioned upon Grantor's executing, before granting such lien, a written modification agreement containing any terms Lender may require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, an approval fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust without the prior written consent of Lender If granted, consent for loans and documents may be conditioned upon the Subordinate Instrument's containing express covenants to the effect that- a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust; b. if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument, no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender, and that consent, if granted, may be conditioned in any manner Lender determines; C. rents, if collected by or for the holder of the Subordinate Instrument, will be applied first to the payment of the Obligations then due and to expenses incurred in the ownership, operation, and maintenance of the Property in any order Lender may determine, before being applied to any indebtedness secured by the Subordinate Instrument; d. written notice of default under the Subordinate Instrument and written notice of the commencement of any action to foreclose or otherwise enforce the Subordinate Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement; and e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligations and this Deed of Trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument. DEED OF TRUST—HOME CHDO FUNDS Page 9 TCHP—3632 Eagle Nest and 3609 Hardy Streets Rev.06-05-15 Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any of its membership interests, other than an assignment to a senior lien holder or to the Investor Member; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, or (3) except for a limited partnership interest in a low income housing project, the withdrawal from or admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender; and (b)the execution, before such event, by the person succeeding to the interest of Grantor in the Property or ownership interest in Grantor (or security interest in such ownership) of a written modification or assumption agreement containing such terms as Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. 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. DEED OF TRUST—HOME CHDO FUNDS Page 10 TCHP—3632 Eagle Nest and 3609 Hardy Streets Rev.06-05-15 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. Grantor represents that this Deed of Trust and the Note are given for the following purposes: The debt evidenced by the Note is in payment of the purchase price of the Property and the development costs of the Required Improvements as described in the Contracts; the debt is secured both by the Deed of Trust and by a vendor's lien on the Property. This Deed of Trust does not waive the vendor's lien, and the two liens and the rights created by this Deed of Trust are cumulative. Lender may elect to enforce either of the liens without waiving the other or may enforce both. 25. If the Property is transferred by foreclosure, the transferee will acquire title to all insurance policies on the Property including all paid but unearned premiums. 26. Grantor is entitled to partial releases from the vendor's lien and this Deed of Trust as provided in the Contracts between Grantor and Lender. 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 Contracts Nos. 45984-A1 and 46622-A1 between Grantor and Lender (the "Contracts") which require the Note and this Deed of Trust. All advances made by Lender under the Contracts 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 Contracts. 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, DEED OF TRUST—HOME CHDO FUNDS Page 11 TCHP—3632 Eagle Nest and 3609 Hardy Streets Rev. 06-05-15 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 Contracts, 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 Contracts, (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 Contracts between Grantor and Lender and has been executed and delivered in accordance with the Contracts' terms. The funds advanced by Lender are HOME funds and the Contracts require that the Required Improvements constructed with the HOME funds on the Property (the "houses") must be sold to HOME Eligible Buyers in accordance with the HOME Regulations, all as more particularly described in the Contracts. The Obligations described in the Contracts evidenced by the Note and secured by this Deed of Trust will be in default if the houses are not sold to HOME Eligible Buyers as more particularly described in the Contracts. This Deed of Trust has also been executed and delivered pursuant to the terms of the Contracts. Grantor agrees to perform each and every obligation set forth therein and will not permit a default to occur thereunder. Any default in the performance of Grantor's obligations under the terms of the Contracts or the HOME Program or HOME Regulations shall be deemed a default in the terms of the Note and Lender may invoke any remedies provided herein for default. IF ANY PROVISION OF THIS DEED OF TRUST CONFLICTS WITH ANY PROVISION OF THE CONTRACTS, THE NOTE OR ANY OTHER DOCUMENT EVIDENCING THE SAME TRANSACTION BETWEEN LENDER AND BORROWER, THE PROVISIONS OF THE CONTRACTS WILL GOVERN TO THE EXTENT OF THE CONFLICT. DEED OF TRUST—HOME CHDO FUNDS Page 12 TCHP—3632 Eagle Nest and 3609 Hardy Streets Rev. 06-05-15 THE CONTRACTS, 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. TARRANT COUNTY HOUSING PARTNERSHIP, INC., a Texas nonprofit corpo By: ion aeesi t 7 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on , 2015 by Donna VanNess, the President of Tarrant County Housi P nership, Inc., a Texas nonprofit corporation, on behalf of such co n. 7: ri'• SARAH JNotary Public, StateKTy as �a J.ODLE °"` MY COMMISSION EXPIRES November 5,2015 AFTER RECORDING RETURN TO: City of Fort Worth City Attorney's Office Attention: Vicki S. Ganske 1000 Throckmorton Street Fort Worth, Texas 76102 DEED OF TRUST—HOME CHDO FUNDS Page 13 TCHP—3632 Eagle Nest and 3609 Hardy Streets Rev.06-05-15 Exhibit "A" Street Address Legal Description of Property 3632 Eagle Nest Lot 3, Block 4-R, Jarvis Heights Apartments Addition, an Addition to the Street City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in County Clerk's File No. D213160719, of the Official Public Records, Tarrant County, Texas 3609 Hardy Lot 13, Block 4-R, Jarvis Heights Apartments Addition, an Addition to Street the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in County Clerk's File No. D213160719, of the Official Public Records, Tarrant County, Texas DEED OF TRUST—HOME CHDO FUNDS Page 14 TCHP—3632 Eagle Nest and 3609 Hardy Streets Rev.06-05-15 ---.................. _-------- -- OMB NO.2502-0265 ............._................_ A. B. TYPE OF LOAN U.S.DEPARTMENT OF HOUSING&URBAN DEVELOPMENT 1.E]" FHA 2.0 FmHA 3.n Conv.Un(ns, 4.i� VA t>.r i Conv.Ina SETTLEMENT STATEMENT 6. FILE NUMBER ---- --- 7. LOAN NUMBER:_..� 10X03876 8, MORTGAGE INS CASE NUMBER:~ C. NOTE: This form Is funiished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked TPOCr were paid outside the closing;they are shown hole for Informations?purposes and are not included in fire totals. ----_- - y1.0 3n,B (10200W746140) i D. NAME AND ADDRESS OF BUYER: E. NAME AND ADDRESS OF SELLER: ►F. NAME AND ADDRESS OF LENDER- j Tarrant County Housing Partnership,>.nc.,a City of Fort Worth,,a municipat corpotnlion y City of Fort Vtrotth,a Texas munkipal Texas nonprofit corporation 1000 Throckmorton Street j corporation I 3204 Collinsworth Street. Fort VVorth,TX 78102 1000 Throckmorton Street j Fort Worth,TX 76107 Fort Worth,TX 76102- ! G. MOPERTY LOCATION: 11. SF.TTLEMENTAGENT: j 1. SETTLEMENT DATE- 3e32 Eagle Nest Street and Providence Title Company ; Jun®5,20115 3606 Hardy Street -PLACE OF SETTLEMENT: Fort Worth,TX 76106 4107 S,Bowan,Suite 101, ! DISBURSEMENT DATE; Tarrant County,Taxes 4107 S, ow n,Sul a Logs)13&3, Block 4-R,Jarvis Heights June .,2015 Apartments,Tarrant County _ J.SUMMARY OF BUYER'S TRANSACTION K.SUMMARY OF SELLER'S TRANSACTION 100.GROSS AMOUNT DUE FROM BUYER: 400.GROSS AMOUNT DUE TO SELLER: 101.Contract Salas Price��- 12,57.1.42 401.Contract Salas Price 102,Personal Property402.Personal Property W- 103.Settlement Chagas to Buyer ins 1400 4.5 2,750_ 403. 104.funds Heli by City of Fort Worth 315 074.08 404. -' 105,_ 405. Adiustment s for Items paid b y seller In advanoe AdJustmonts for items paid by seller In advance- 106.C r[own Taxes 408.Cityft'ovin Taxes 107.County TaxesCount Taxgs 108.Assessments 408.Assessments 109. 400, 110. 410. 111. 411. _.... 112, 412. 120,GROSS AMOUNT DUE FROM BUYER 330,400.00 420. GROSS AMOUNT DINE TO SELLER 12,571.42 200.AMOUNTS PAID BY OR IN BEHALF OF BUYER: 500.REDUCTIONS IN AMOUNT DUE TO SELLER: 201. D i or Earnest Mone 501.Excess be osit see ins`audibns 2.02..Principal Amount of New Loan s` 330 400,00 502.Settlement Charges to Seller Line 1400) 203. Existing LoansTaker.Subject to 503.Existing Loan a Taken Sub ect to _.. 204. 504.Pa off of First Mort a s Loan 205. 505.Payoff of Second Mortgage Loan 206, 506. 207. 507__.......-. _ 208. 50- 209. 200. 11------ 509 Adfustments for items unpaid by salter AdJustmer!ts for items unpaid by seller 210.Cff ,'Town Taxers tie - 610.City.Toyin Taxes 211,Coun Taxes 5 ii11.County Taxes -................ - -._.._-.�._A 212.Assessments 512.assessments _ 213. 513. - 214. F 514. 515. 218._ `---�� _. 516. 2.17. 517. 218, 518. 220. TOTAL PAID 9Y/PFO 8 R 330,400.00 520, TOTAL REDUCTION AMOUNT DUF SELLER 300.CASH AT SETTLEMENT FROMITO BUYER: 800.CASH AT SETTLEMENT TOIFROM SELLER: 301.Gross Amount Due From Buyer Line 120 330 400.00 601,Gross Amount Due To Salter(Line 420) 12,571,42 802.Less Amount Paid B iFor Buyer Line 220 { 330,400.00) 602. Less Reductions Due W21�Llna 520) t 303. CASH FROM-70 13UYE-R 0.00 1 803. CASH TO SELLER ---- --- ............ - - -- Pdrdedan6W,'0'5nt1tX:6SW, 102003e?&40 HUG-1,Pep 1 L SETTLEMENT CHARGES 700, TOTAL,COMMISSION Based on Price $ e� PAID FROG? PAID ITtO!A Division of Commission(Nnte 700)es FoNows; 1 BUYI seLLatr9 to -'� FUNDS AT f FUNPa AT 70.. to _ 1 SET7LEG1@NT ti SETTLELIENI ornwission Pad at ett ement The fb1Jov*jg persons, rrrre or corporations recawR a portion orea es ante comrnl�sron amount shown a ove: _.... _.. 704. to 8W. ITEMS PAYABLE IN CONNECTION WITH LOAN i. Loan OrVnaffion Fee o 802. Loan 011scozint 10 to 803. Appraisal Fee to 804,-Credit Report to t30 . Lender's ins ectlon ree to 806, Mort a e Insurance Application Fee to 807, Assum don Fee to 808. to 90, to 810. to 811.__.............__ to .......__..__.._...__.---- ..... 900. ITEMS REQUIRED BY LENDER TO BE PAID IN ADVANCE 901. Interest From 06/05115 to 07101i1G $ !'�?aY (. 26 days o�L - o a e nsurances Premium for Monti)to _ - -....------forar -.._......---..._ ......903, Hazard trwurance Premfurn o ___ • • TO, ear to _ .............. 905, ........ ......___�_ to 1000. RESERVES OPPOSITED WiYH LE DER 1001:Hazard insurance mons per month - 1 o a e nsurance months 0 per month 1003,CR/Towr.Taxes �- _ - mons per month 1 ounty axes months month 1005,Assessments Morths per month . 1006. months Eur month 1007. --` __._--_-__-. most s per month _ < Mont s $ per month ---- .......... _.._..-. 1100.TITLE CHARGES 1101. ettieman or losing Fee to 1102.Abstract or Title Search to _ 1103.'ritle Fxamina n to .11104.Title Insurance Binder to 1106. Document Preparationto __.._._............_._..........._ _._,,..... . 1106. Nota Fees to 1107.Attorne s Fees to (includes above item numbers: ) 1108.Title Insurance to 2,251,00 (InchAss above Item.numbers: 11 9. Lender's overs e S 00. 1,991,00 i 10,Owner's Coverage S 121571,42280,00 1i11, t0 _ 1112. Escrow Fee to Providence Title Com an 3 .00 1113. L--Racordin ae w Providence Tit e ompa . _ _ 9100 1114, Courier Fees _ _ to Providence Title Company 40.04 1115.Tax Certlt3cate - to NonaI Taxnet50.50 .--..........._.............._...,..........-- --...... :U 1117. to 1200.GOVERNMENT RECORDING AND TRANSFER CHARGES _ ...........__........ 1231, fteaordln Fees: need 38, ; ° aEe ..Releaser, 12.02.Ch "CouiTy Tax Starnpw. DeedMort e 1$U ..State TaxiStamps: Deed ort a e -................ ._............. --....... 1204:_-.....---- -- - t0 -----..... __... 1205. to 1300.ADDITIONAL SETTLEMENT CHARGE=S 1301. Survey_ __ to 1302, Pest ins action to 30 . to 1304, to 1305, 10 -_....... - 1400.TOTAL SETTLEMENT CHARGES Enter on Lines 103,Section J and 5D2,Section K) 2,754.50 .............. - --- '� on(sFI2U15 a1 1 t3B.6SAM 10200?e76140 NVU-1,Pape 2 File No.102003878 _. I have carefully reviewed the.y.VO-1.S.ettlement.Statement a0,0jo the bpst 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. Tarrant County Housing Partnership, Inc , a City of municipalcorporation . Te s V4;�4 (/��BY• Fernando Costa Do Assistant City Manager SETTLEMENT AGENT CERTIFICATION The HUD-1 Settlement Statement which I have prepared is to the best of my knowledge a true and accurate account of this transaction. I will cause the funds to be disbursed in accordance with this statement Settlement Agent Date Warning: It is a crime to knowingly make false statements to the United States on this or any other similar form. Penalties upon conviction can include a fine and Imprisonment. For details see: Tide 18 U.S.Code Section 1001 and Section 1010. HUDA Settlement Statement•Signature Peae 102003876 I "yJ_ . - v D215124475 611112015 3:09 PM PGS 6 Fee: $36.00 Submitter: SIMPLIFILE Electronically Recorded by Tarrant County Clerk in Official Public Records vll�' "'`�u�+ t1�:. Mary Louise Garcia SPECIAL WARRANTY DEED DAXE: June 5, 2015 GRANTOR: City of Fort Worth, 'Fexas, a'l'exas municipal corporation GRANTOR'S MAILING ADDRESS: C%O Director of Neighborhood. Services Depaa-hnent 1000 Throckmorton St. Fort Worth,'Tarrant County, 1'X 76102. GRANTEE: Tarrant County Housing Partnership, Inc., a Texas non-profit corporation GRANTEE'S MAILING ADDRESS: 3204 Collinsworth St., Fort Word,,Tarrant County, TX 76107 CON SIDEI ATION:'I.'en :Dollars and and other good and valuable consideration. PROPERTY(including,,my irnprovef-nents): More pwli.cularl.y described. on. the attached Exhibit "A.", incorporated herein for all Purposes, commonly known as 3632 Eagle Nest Street and 3609 Hardy Street, Fort Worth, TX 76106. RESERVATIONS FROM CONVEYANCE: None. EXCEPTIONS TO CONN'E-YANCE AND W,,URRA I'Y: This conveyance is expressly znade by Grantor and accepted by Grantee subject to any- and nyand all restrictions, existing easements, rights-of-way and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, covenants, conditions, Toning laws, regulations, ordinances of municipal and other: governmental authorities and reservations, including, but not limited to, minerals previously reserved or conveyed., if any, relating to the Property, but only to the extent that they are still in effect. SPECIAL WARRANTY DEED-- HOME CHDO FUNDS Page 1 TCHP. ,3632 Eagle Nest Street and 3609 Hardy Street Rev_06-05-15 GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTTRS, PROMISES, COVENANTS, AGREEMENTS OR GUARAN'T'IES OF ANY KIND OR CHARACTER WIIA.TSOEVER, A-NETHER EXPRESS OR IMPLIED, ORAL OR. WRITTEN, PAST", PRE,ST INT OR FUTURE, OF, AS, TO CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, (B) THE INCOME TO HE DERIVED FROM. THE' PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION 'WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF _.NAY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCk1ANTABILITY, MARKETABILITY, PROFITABILITY OR FTTNE:SS FOR A PARTTCULAR PURPOSE. OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR NIATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (IT) EXCEPT FOIL TIIE WARRANT"i' OF TITLE IN THIS DEED,ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS -,%.N-. Y REPRESENTATIONS RF:GARDTNG COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR RF:QLZREViFNTS, INCLUDING SOLID WASTE, AS DEFINED BY TIIE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATTONS AT 40 C-FJZ., PART 261, OR THE DISPOSAL OR EXISTENCE IN OR ON THE PROPERTY OF ANY IIAZARDOUS SUBSTANCE, AS IDEFINFTD BY THE COMPREHENSIVE ENVIRONMENT IZESPON,SE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND REGULATIONS PROMULGATED '1'HEmUNDER. GRANTEE FURTHER ACKNOWLEDGES AND AGREES TILAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, GRAN'T'EE IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THF. PROPERTY AND NOT ON ANY INFO MAJ.`ION PROVIDED OR TO BE PROVIJDED BY GRANTOR AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, GRANTOR AND GRANTEE A(xREE THAT GRANTEE IS 'TAKING TIIE PROPERTY "AS IS WITH AT.,I., FAULTS" BASIS kN f'fH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY GRANTOR THAT THE PROPER'T'Y IS FIT FOIL A PARTICULAR PURPOSE. GRANTEE ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESEI TATIONS, STA ITMENTS, ASSERTIONS Oft NON-ASSERTIONS BY THE GRANTOR WITII RESPECT TO THE PROPERTY C.'ONDYTION, BUT IS RELYING SOLELY UPON ITS EXAVHNATION OF THE PROPERTY. GRANTEE TAKES THE PROPERTY UNDER THF EXPRESS SPMAL WARRANTY DUED—I:IONTE UIDO FUNDS Page 2 TCHP--3632 Eagle Nest S'ircu and 3609 Hardy Street. Rev.06-05-15 I7INTI)1r;RSTANDING THEW,' ARE NO EXPRESS OR. IMPLIED WARRANTIES (EXCEPT FOR LIMITED WARRANTIES OF TITLE SIFT FOR'T14 IN THE CLOSING DOCUMENTS). A.F'I`ER CLOSING, AS BETWEEN GRANTEE AND GRANTOR, THE RISK OF LIABILI'T'Y OR EXPENSE FOR ENVIRONMENTAL PROBLEMS, EVEN IF ARISING FROM EVENTS ]BEFORE CLOSING, WILL BE THE SOLE RESPONSIBILIT4' OF GRANTEE, RL,GARDLESS OF WHETHER THE ENVIRONMENTAL PROBLEMS WERE KNOWti OR I.iNKNOWN AT CLOSING. ONCE CLOSING HAS OCCURRED, GRANTEE INDEMNIFIES, .HOLDS IIARMLFSS �ND RELEASES GRANTOR. FROM L.TABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY; INCLUDING, BUT NOT LIMITED TO, UNDER THE COMPREHFNSTVE ENVIRONMENTAL Rl+.SPONSE C:OINIPENSATION AND LIABILITY ACT (CERCLA), THE RESOURCE CONS-ERVATION AND RECOVERY ACT (RC:RA), THE TEX-" SOLID WASTE DISPOSAL ACT OR THE TEXAS WATER CODE. GRANTER INDENIiN TIES, HOLDS HARMLESS AND RELEASES GRANTOR FROM ANY LIABILITY FOR ENVIRONMENTAL. PROBLEMS OR CONDITIONS AFFECTIN-G THE PROPERTY .ARISING AS THE RESULT OF GRANTOR'S OWN NEGLIGENCE OR THE NEGLIGENCE OF GRANTOR.'S REPRESENTATIVES. GRANTEE INDEtiINIFIES, HOLDS HARMLESS AND RELEASES GRANTOR FROM ANY LIABILITY FROM ANY A\ll ALL PRESENT OR F(I.TUR:E CLAIMS OR DEMANDS AND ANY AND ALL DANIAGFS, LOSS, INJURY, LIABILITY CLAIMS OR COSTS, INCLUDING FINES, PENALTIES AND JUDGMENTS AND ATTORNEYS FEES ARISING FROII OR IN ANY WAY RELATED TO THE CONDITION OFTHE PROPER'T'Y ARISING AS A RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT LIABITATV, OR LND>J'R. NEW LAWS OR CHANGES TO EXIS'T'ING LAWS ENACTED AFTER THE EFFECTIVE DATE OF THIS DEED THAT WOULD OTHERWISE IMPOSE ON GRANTOR IN J"HIS TYPE OF TRANSACTION NE"Al LIABILITIES FOR. ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFEC:TTNG THE PROPER'T'Y. PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE, PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY GRANTOR AND PURCHASED BY GR IN'T'EE SUBJECT TO THE FOREGOING. GRANTEE ACIC OWLEDGES AND ACCEPTS .ALI, THE TERMS ANIS PROVISIONS BY HIS A_CCEP"T'ANCE HEREOF. SPECIAL WAI2RAN'TY DEED HOME CHDO FUNDS rage 3 TCIIP--3632 Eagle hest Street and 3609 Hardy Street Rey,06-05-15 Grantor; for the Consideration and subject to thu Reservutlons lzoni Conveyance and the Exceptions to Conveyance and Wan-anty, grants, sells, and conveys to Grantee the Property, Logether with all and singular the rights and appurtenances thereto in any way belonging, to have and. to :gold. it: to Grantee and Grantee's heirs; successors, and assigns forever. (yrantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawUly claiming or to claim the Same or airy Part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Fxceptions to Conveyance and.Warranty. When the context requires, singular nouns and pronortns include the plural. GRANTOR: �a4 r e z 13lIK1PJYA L.JOHNSON' ; CITY OF FORT) ORTH <. Vc.lry Pubic,stays of Texas _ r� Mti'Commission Expires _... ->r titer` A ril 17, 201& Pernando Costa Assistant City Manager AP-I&ROVE _ T . FORM AND LFGAUFY: dd.. 'eann GLrZrnan, Senior Assistant City Attorney STATE OF TEXAS § GOUN'l.'Y OF TARRANT This instrument was ackziowledged before me on �.5xm � 201 by Feimand.o Costa, Assistant City 'lrlanager of the Cinr of Foil Worth, on behalf. die City of Fort Worth. Notary Pu ic, St t of'l exas [Grantee Signature to Follow] SPECTAL WARRANTY DEED—HOME 04DO FUNDS Page 4 TCHP—3632 Eagle Nest Street and 3609 Hardy Street Rei'. 06-05-15 GRANTEE: TAR%tNT COT TY HOI;STNG PARTNERSHIP, INC., a. "Texas nonprofit corporation By: J Do ess, ' ent S'FA:I'E OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged belbre me on , 2015 by Donna VanNess, President of Tarrant County Horsing P rs 'p, Inc a. 'Texas nonprofit corporation, on behalf of such corporation. 'r� s Notary ublic, State o Te s SARAH J.OGLE _ } MY COMMISSION EWRES {�;�t� yp,embar6,2015 SPECIAL WARRANTY DEED—HOME CKDO FUNDS Page 5 TCHP 3612 Eagle Nest Street and 3609 Hardy Street Rev. 06-05-15 Exhibit "A" ------------------- Street Address Legal Description of Prdpert ..._.....--.-...-_. ... Eagle Nest [.ot 3, Block 4-R,Jarvis Heights Apartments Addition, an Addition to the Street City of Fort Worth,Tarrant County, Texas, ac-cording to the Plat recorded in County Clerk's File No. D213160719, of the Official Public Records, Tarrant County, Texas .......................................................... 3609 Hardy Lot 13, Block 4-R,Jarvisffelglits Apaitnents Addition, an Addition to Street the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in County Clerk's File No. D213160719, of the 0-filicial Public Records, Tarrant County, Texas............................................... SPECIAL WARRANTY DEED-HOME CBDO FUNDS Page 6 TCHP-3632 Eagle Nest Street and 3609 Hardy Street Rev. 00-05-1i