HomeMy WebLinkAboutContract 46622-A3 MY SECRETARY
CONTRACT NO.
a THIRD AMENDMENT TO CITY SECRETARY CONTRACT NO. 46622
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, 2014, City and FWHFC made and entered into City
Secretary Contracts No. 45977, 45978, 45979, 45980, 45981, 45982, 45983 and 45984 for the
purpose of funding the construction of 8 single family houses as part of the Hardy Street Single
Family Infill Development(the "Original Contracts") and made and entered into City Secretary
Contract No. 46620,the Contract of Sale and Purchase for the 21 lots;
WHEREAS, on September 25, 20 14, City and FWHFC made and entered into City
Secretary Contract No. 46622 which provided that the remaining 13 single family houses would
be developed by entering into separate Contract Amendments for each of the 13 lots containing
the specific terms for each house including HOME funds for development costs (the "13 Lot
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 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
affordable housing stock and to accomplish the objectives of the Original Contract;
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WHEREAS, Tarrant County Housing Partnership, Inc., a Texas non-profit corporation
and CHDO is willing to assume all of FWHFC's rights and obligations as Developer under the
13 Lot Contract and enter into Contract Amendments for each of the 13 lots subject to
availability of HOME funds for development costs for the 13 houses;
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) for development costs;
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".
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
enter into a Contract Amendment to the 13 Lot Contract to provide funds to construct the house
at 3609 Eagle Nest Street and to incorporate their agreement as set forth below, which agreement
shall substitute for and supersede the terms of the 13 Lot Contract as those terms apply to 3609
Eagle Nest Street.
NOW THEREFORE, in consideration of the mutual agreements in the 13 Lot Contract as
amended and gestated 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 13 Lot Contract for the purpose of developing a single family
house at 3609 Eagle Nest Street:
"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 II of the Cranston Gonzales National Affordable Housing
Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships
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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;
WHEREAS, City has certified that Developer is a Community Housing Development
Organization;
WHEREAS, Developer requested HOME CHDO fiands for an eligible project under the
HOME Regulations whereby Developer will construct a single family house Iocated at 3609
Eagle Nest, 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;
WHEREAS,Developer has undertaken commercially reasonable efforts to identify
alternate funding sources and has been unable to secure alternate funding;
WHEREAS, City has fully evaluated and underwritten the project in compliance with
HOME Regulations and has determined that it is appropriate to fund 100%of the Project's
construction costs with HOME Funds;
WHEREAS, consistent with the goals of the CHDO program, which was designed to
increase a CHDO's capacity to develop affordable housing, Developer shall continue to seek
alternative funding sources;
WHEREAS, if Developer is able to identify additional funding sources in the future, City
may, at its discretion, re-underwrite the project and amend the Contract in order to avoid
supplanting federal funds and allow for the participation of any such alternative funding sources;
WHEREAS, Developer's efforts to identify additional funding sources for the project
shall not delay implementation of the project;
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:
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L 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 AMI means the median family income for the Fort Worth-Arlington
metropolitan statistical area as determined annually by HUD.
Business Diversity Enterprise Ordinance or SDE 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:
o Proof of expense: copies of timesheets, invoices, leases, service contracts
or other documentation showing that payment is due by Developer.
o Proof of payment: cancelled checks, bank statements, or wire transfers
necessary to demonstrate that amounts due by Developer were actually
paid by Developer.
■ Other documentation: (i) final lien releases signed by 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)
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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 laws;
(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 1986 (26 CFR I.50I(c)(3)—I), is classified
as a subordinate of a central organization non-profit under section 905 of the Internal
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 a CHDO;
(5) Is not a governmental entity (including the participating jurisdiction, 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;
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(6) Has standards of financial accountability that conform to 2 CFR Part 200 "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
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 November 30,2017.
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,
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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 October 19, 2016.
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$1,000.00
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.
HOME Eligible Buyer means a homebuyer, whether one or more, (i) whose annual income
adjusted for family size does not exceed 80% 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 supplied by City to Developer under the
terms of this Contract not to exceed $204,059.35, 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.
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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 Nate 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, restated, supplemented or
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 3609 Eagle Nest Street, Fort Worth, TX 76106. 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.
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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 Closing Disclosure, 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 2 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 50 calendar days before the end of the Contract term. 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 term. 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 3
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 $185,508.50 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.
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
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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 Re uired 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
"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 shall continue to make commercially reasonable efforts to
identify and secure alternative funding sources for ongoing and future
construction projects funded with HOME funds and shall report such
efforts to City on a quarterly basis, if applicable. Notwithstanding the
forgoing, 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.
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5.2. 1.3 Notwithstanding any provision in this Contract to the contrary,
Developer's efforts to identify and secure alternative funding sources
shall not delay the performance of any obligations of either Developer
or City under this Contract.
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 days 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 (ii) 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 he required to:
5.6.1.1 Execute the Promissory Note and Deed of Trust along with any other
Loan Documents required by City.
5.6.1.2 Provide 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 1 business day before closing of the Loan.
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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
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
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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 541(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 301h 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 shalt 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
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
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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 uirements.
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 200 forbids
Developer from hiring or continuing to employ any contractor, subcontractor or vendor
that is listed on the Federal Excluded Parties List Systems, 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
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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 binding 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.
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
IAP Loan application, including verification of homebuyer income eligibility.
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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 event 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
$15,004.00, 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 1 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 Ieast
$1,000.00 from the City of Fort 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
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 Closing Disclosure at least 5 business days
prior to the closing of the sale of the house to a HOME Eligible Buyer. The Closing Disclosure
shall show any homebuyer subsidies, the HAP Loan, any loan for the other HOME Assistance
and the Sales Proceeds to be returned to City. Developer shall not close the sale of a house
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without receiving City's written approval of the final Closing Disclosure. Written approval from
City to the title company closing the sale of the house shall be deemed written approval of the
final Closing Disclosure for purposes of this Section.
7.6 DeadIine for Sale of Required Improvements.
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 laws 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
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.
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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.
8. 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.
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
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approval may occur only upon satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58,
8.3. Monitoring.
8.3.1 Developer understands and agrees that it will be subject to monitoring by City for
compliance with the 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.
8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring,
City reserves the right to perform desk reviews or on-site monitoring of Developer's compliance
with the terms and conditions of this Contract and the Loan. 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.
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-Danis-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. Developer shall
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establish written procurement procedures to ensure that materials and services are obtained in a
cost effective manner
8.7 Cost Principles/Cost Reasonableness.
The eligibility of costs incurred for performance rendered shall be determined in
accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable,regarding cost
reasonableness and allocability.
8.8 Financial Management Standards.
Developer agrees to adhere to the accounting principles and procedures required in 2
CFR Part 200, as applicable, utilize adequate internal controls, and maintain necessary
supporting and back-up documentation for all costs incurred in accordance with 2 CFR Part
200.302 and Part 200.303.
8.9 Uniform Administrative Requirements.
Developer will comply with the Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably
equivalent procedures and requirements that City may require.
8.10 Compliance with FFATA and Whistleblower Protections.
Developer shall provide City with all necessary information for City to comply with the
requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act ("FFATA"} governing requirements on executive compensation and
provisions governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10
U.S.C. 2324,41 U.S.C. 4304 and 41 U.S.C. 4310.
8.10.1 Developer shall provide City its DUNS number prior to the payment of any
Reimbursement Requests.
8.11 Internal Controls.
In compliance with the requirements of 2 CFR 200.303,Developer shall:
8.11.1 Establish and maintain effective internal control over the HOME Funds that
provides reasonable assurance that Developer is managing the HOME Funds in compliance with
federal statutes, regulations, and the terms and conditions of this Contract. These internal
controls shall be in compliance with guidance in "Standards for Internal Control in the Federal
Government" issued by the Comptroller General of the United States or the "Internal Control
Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway
Commission("COSO");
8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this
Contract;
8.11.3 Evaluate and monitor Developer's compliance with statutes, regulations and the
terms and conditions of this Contract;
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9.11.4 Take prompt action when instances of noncompliance are identified including
noncompliance identified in audit findings; and
8.1.1.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that HUD or City designates as sensitive or Developer
considers sensitive consistent with applicable federal, state, local and tribal laws regarding
privacy and obligations of confidentiality.
8.12 Copyright and Patent Rights.
No reports, maps, or other documents produced in whole or in part under this Contract
shall be the subject of an application for copyright by or on behalf of Developer. HUD and City
shall possess all rights to invention or discovery, as well as rights in data which may arise as a
result of Developer's performance under this Contract.
8.13 Terms Annlicable 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.
8.14 Payment and Performance Bonds.
Subject to the requirements of 2 CFR Part 200, Developer shall furnish City with
payment and performance bonds in a form acceptable to City in the amount of the construction
cost for the project but not less than $164,680.00, which is the total amount of the Loan. At
City's discretion, other forms of assurance may be acceptable so long as they meet the
requirements of the HOME Regulations.
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
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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 5 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 fnancial 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 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its discretion. City
will notify Developer in writing at least 30 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 DETERMINED THAT DEVELOPER HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME
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FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER
AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE
AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED
AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS.
10. REIMBURSEMENT REQUIREMENTS.
Developer shall provide City with Complete Documentation and the following reports as
shown in Exhibit"F"—Reimbursement Forms with each Reimbursement Request:
10.1 Attachment I—Invoice.
This report shall contain the amount requested for reimbursement in the submitted
request, and the cumulative reimbursement requested to date (inclusive of the current request).
This report must be signed by an authorized signatory of Developer. By signing Attachment 1,
Developer is certifying that the costs are valid, eligible, and consistent with the terms and
conditions of this Contract, and the data contained in the report is true and correct.
10.2 Attachment II—Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by Developer. In
order for this report to be.complete the following must be submitted:
10.2.1 Invoices for each expense with an explanation as to how the expense pertains
to the 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.
1.0.3 Deadline for Submitting Reimbursement Requests.
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.
1.0.3.2 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 be reimbursed for Final Payment until it submits Exhibit "G" —
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HOME Project Compliance Report to City regarding the HOME Eligible Buyer.
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 Timing 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 Re uired 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 34 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 Subunit 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
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documentation. If Developer fails to submit or resubmit any such report or documentation
within such time, City shall have the right to withhold payments. If such failure continues for an
additional 30 calendar days (a total of calendar Fid 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 (a 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 1.1..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
Iiability 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 S 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:
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11.3.1 Convert the house to a rental unit as described in 24 CFR Part 92.252.
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 Required Reports and Documentation.
If Developer fails to maintain all records and documentation as required in Section 9, or
fails to submit any report or documentation required by this Contract after the Required
Improvements are completed, or if the 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.
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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
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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 S 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 2 CFR 200, Appendix 11, 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 written notification to City setting forth the reasons for
such termination, the effective date, and in the case of partial termination, the portion to be
terminated. In the case of a partial termination, City may terminate the Contract in its entirety if
City determines in its sole discretion that the remaining portion of the Contract to be performed
or HOME Funds to be spent will not accomplish the purposes for which this Contract was made.
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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 shall automatically transfer to
City or to such assignees as City may designate.
11.15 Notice of Termination under Subordination Agreement.
City shall not terminate this Contract without first giving notice and opportunity to cure
as required in the Subordination Agreement.
11.16 Notice to Investor of Default.
City shall furnish Investor with notice of any default under this Contract at the address
shown below.
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.
1.4. 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,
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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,
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.
14.6 Governing Law.
This Contract shall be governed by and construed in accordance with the laws of the
State of Texas. If any action, whether real or asserted, at law or in equity, arises out of the
execution, performance or non-performance of this Contract or on the basis of any provision
herein, for any issue not governed by Federal law, the choice of law shall be the laws of the State
of Texas.
14.7 Severability.
The provisions of this Contract are severable, and if for any reason a clause, sentence,
paragraph or other part of this Contract shall be 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
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the entire agreement by the Parties concerning the work and services to be performed under this
Contract. Any prior or contemporaneous oral or written agreement which purports to vary the
terms of this Contract shall be void. Any amendments to the terms of this Contract must be in
writing and executed by the Parties.
14.9 Paragraph Headings for Reference Only, No Legal Significance; Number
and Gender.
The paragraph headings contained herein are for convenience in reference to this
Contract and are not intended to define or to limit the scope of any provision of this Contract.
When context requires, singular nouns and pronouns include the plural and the masculine gender
shall be deemed to include the feminine or neuter and the neuter gender to include the masculine
and feminine. The words "include"and"including"whenever used herein shall be deemed to be
followed by the words "without limitation".
14.10 Compliance With All Applicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are
currently in effect or that are hereafter amended during the 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 1958 (42 U.S.C. Sections
3601 et seq.)
➢ Executive Orders 11463, 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 6141 et seq.)
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970 (42 U.S.C. Sections 4641 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 12141 et seq.), the
Architectural Barriers Act of 1968 as amended. (42 U.S.C. sections 4151 et seq.) and
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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
➢ 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 seq.), as amended by
the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et
seq.) and implementing regulations at 24 CFR Part 35, subparts A,B,M, and R
➢ Regulations at 24 CFR Part 92,Horne Investment Partnerships Program Final Rule
➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards,2 CFR Part 200 et seq.
➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 1.09-282, as
amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 1.13.101)
➢ Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
14.11 HUD-Assisted Proiects 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:
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"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 170]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'
representatives of the contractor's commitments under this Section 3 clause and
will post copies of the notice in conspicuous places at the work site where both
employees and applicants for training and employment positions can 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 filled 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
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given to Indians, and (ii)preference in the award of contracts and subcontracts
shall be given to .Indiana organizations and.Indian-owned Economic Enterprises.
Parties to this contract that are subject to the provisions of Section 3 and Section
7(b) agree to comply with Section 3 to the maximum extent feasible, but not in
derogation of compliance with Section 7(b). "
Section to be quoted in covered contracts ends.
14.11.2 Developer Responsibilities for Section 3 Requirements.
City and Developer understand and agree that compliance with the provisions of Section
3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall
be a condition of the Federal financial assistance provided to the project binding upon City and
Developer and their respective successors, assigns, contractors and subcontractors. Failure to
fulfill these requirements shall subject Developer and its contractors and subcontractors and their
respective successors and assigns to those sanctions specified by the grant agreement through
which Federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135.
Developer's responsibilities include:
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 Reporting Requirements.
In order to comply with the Section 3 requirements, Developer must submit the forms
attached hereto as Exhibit"I" -Section 3 Reporting Forms 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,
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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.
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
III, Division 3 - Employment Practices of the City Code, and Developer hereby covenants and
agrees that Developer, its officers, members, agents, employees, vendors and contractors, have
fully complied with all provisions of same and that no employee, or applicant for employment
has been discriminated against under the terms of such ordinances by either or its officers,
members, agents, employees,vendors or contractors.
14.12.2 No 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 Vend'or'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 Namel„ 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
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origin, familial status, disability or perceived disability, sexual orientation, gender identity,
gender expression or transgender. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or
termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship. (Contractor's, Subcontractor's or Vendor's Namel agrees to post in conspicuous
places, available to employees and applicants for employment, notices setting forth the
provisions of this nondiscrimination clause.
(Contractor's. Subcontractor's or Vendor's Namel_ will, in all solicitations or
advertisements for employees placed by or on behalf of FContractor's, Subcontractor's or
Vendor's Namel , state that all qualified applicants will receive consideration for employment
without regard to race, color, sex, gender, religion, national origin, familial status, disability or
perceived disability, sexual orientation, gender identity, gender expression or transgender.
_[Contractor's, 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.
(Contractor's, Subcontractor's or Vendor's Name] 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.
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14.13. Prohibition A ainst Interest 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.
14.13.2.1 Developer shall establish conflict of interest policies for Federal
Awards and shall provide such policies in writing to City in
accordance with the requirements of 2 CFR Part 200.112.
14.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 240.112, Developer is required to timely disclose to City
in writing any potential conflict of interest, as described in this Section.
14.13.4 Disclosure of Texas Penal Code Violations.
Developer affirms that it will adhere to the provisions of the Texas Penal Code which
prohibits bribery and gifts to public servants.
14.13.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City
all violations of federal criminal law involving fraud, bribery or gratuity violations potentially
affecting this Agreement.
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 (44 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
CHDO SINGLE FAMILY CONTRACT Page 37
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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 Parks 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.
14.15 Subcontracting with Small and Minority Firms, Women's Business
Enterprises and Labor Surplus Areas.
14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to abide by
City's policy to involve Minority Business Enterprises and Small Business
Enterprises and to provide them equal opportunity to compete for contracts for
construction, provision of professional services, purchase of equipment and
supplies and provision of other services required by City. Developer agrees to
incorporate the City's BDE Ordinance, and all amendments or successor
policies or ordinances thereto, into all contracts and subcontracts for
procurement $50,000.00 or larger, and will further require all persons or
entities with which it so contracts to comply with said ordinance.
14.15.2 It is national policy to award a fair share of contracts to disadvantaged
business enterprises CDBEs"), small business enterprises ("SBEs"), minority
business enterprises ("MBEs"), and women's business enterprises ("WBEs").
Accordingly, affirmative steps must be taken to assure that DBEs, SBEs,
MBEs, and WBEs are utilized when possible as sources of supplies,
equipment, construction and services.
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14.15.3 fn order to comply with the reporting requirements of 24 CFR Part 92.548
(a)(7)(ii) , 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.
1.4.16 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 Right to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing, prior to any charges
being incurred, any proposed contracts between Developer and (i) its general contractor and
subcontractors, including any lower tier subcontractors engaged in any activity that is funded as
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.
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
term or earlier termination of this Contract for 5 years after the termination date and shall be
enforceable by City against Developer.
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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,
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
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PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH,
DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT
NEGLIGENCE.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS,
SUBCONTRACTORS AND VENDORS TO INCLUDE IN THEIR CONTRACTS AND
SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
16. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer, as a charitable or nonprofit organization, has or claims an immunity or
exemption (statutory or otherwise) from and against liability for damages or injury, including
death, to persons or property, Developer hereby expressly waives its rights to plead defensively
such immunity or exemption as against City. This Section shall not be construed to affect a
governmental entity's immunities under constitutional, statutory or common law.
17. INSURANCE AND BONDING.
Developer will maintain coverage in the form of insurance or bond in the amount of
$185,508.50 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.
Developer shall furnish to City, in a timely manner, but not later 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
hereofCommercial 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
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Insurance policy shall be endorsed to cover"Any Auto" defined as autos owned,
hired and non-owned. Pending availability of the above coverage and at the discretion
of City,the policy shall be the primary responding insurance policy versus a personal
auto insurance policy if or when in the course of Developer's business as contracted
herein.
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
Note: Such insurance shall cover employees performing work on any and all projects
including but not limited to construction, demolition, and rehabilitation. Developer or its
contractors shall maintain coverages, if applicable. In the event the respective contractors
do not maintain coverage, Developer shall maintain the coverage on such contractor, if
applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30 days
following notice to Developer of such requirements.
Developer will submit to City documentation that it, 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 Ivey Rating Guide rating of A: VII
or other equivalent insurance industry standard rating otherwise approved by City.
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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 funds have been paid or will be paid, by or on behalf of
Developer, to any person for influencing or attempting to influence an officer or
employee of any 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 upon 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 he subject to a civil penalty of not less than $10,000.00 and not more than
$100,000.00 for each such failure.
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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 set-vice; 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.
cit
Y
City Attorney's Office
1000 Throckrnorton Street
Fort Worth,TX 76102
Attention: Vicki S. Ganske or Paige Mebane
Telephone: 817-392-7600
Copy to:
Neighborhood Services Department
1400 Throckmorton Street
Fort Worth,TX 76102
Attention: Assistant Director
Telephone: 817-392.7544
Developer:
Tarrant County Housing Partnership, Inc.
4240 South Freeway, Tower Suite 307
Fort Worth,TX 76115
Attention: President
21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken, to enter into this Contract
and to perform the responsibilities herein required.
CHDO SINGLE FAMILY CONTRACT Page 44
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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 FAMILY CONTRACT Page 45
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FORMAL RECORDCRETACHDO SINGLE FAMILY CONTRACT RTHI TX Page 46
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EXHIBITS:
Exhibit"A"—Project Summary--Scope of Work
Exhibit"A-1"--Final Elevations
Exhibit"A-2"—Environmental Mitigation Action
Exhibit"B"—Budget
Exhibit "C"—Construction and Reimbursement Schedule
Exhibit"D"—Audit Requirements
Exhibit"E" --Loan Documents
Exhibit"F" —Reimbursement Forms
Exhibit"G"—HOME Project Compliance Report(Single Family)
Exhibit"H"--Federal Labor Standards Provisions -Davis-Bacon Requirements
Exhibit"I"—Section 3 Reporting Forms
Exhibit"J"—Standards for Complete Documentation
Exhibit 90—MBE Reporting Form
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EXHIBIT "A"
PROJECT SUMMARY- SCOPE OF WORK
TARRANT COUNTY HOUSING PARTNERSHIP, INC.
3609 EAGLE NEST 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 foot, 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
■ Stage
• 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
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EXHIBIT "A-1"
FINAL ELEVATIONS
TARRANT COUNTY HOUSING PARTNERSHIP,INC.
3609 EAGLE NEST STREET
Final Elevations will be agreed upon between the Parties.
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EXHIBIT "A-2"
ENVIRONMENTAL MITIGATION ACTION
TARRANT COUNTY HOUSING PARTNERSHIP,INC.
3549 EAGLE NEST STREET
HOME Funds 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 105 (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.
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EXHIBIT "B"
BUDGET
TARRANT COUNTY HOUSING PARTNERSHIP,INC.
3609 EAGLE NEST
Development Budget
Use of Funds Source of Funds
HOME$ OTHER$ SOURCE OF OTHER TOTAL$
FUNDS FUNDS FUNDS FUNDS
(1) (2) (Names) (1+2)
Predevelopment Cost
1.Market Study 112.50 112.50
2.Feasibility(i.e.:preliminary work 3,841.00 3,841.00
write-up,cost estimates,design),bond,
insurance
3. Other
Total Predevelopment Cost 1+2+3 3,953.50 3,953.50
Development Cost
4.Land and/or building acquisition 7,765.00 7,765.00
5.Construction Cost 164,680.40 16-416-8-0-00
6.Contin enc *** 3,000.00 3,000.00
7.Architect&Engineering Fees 4,700.00 4,700.00
8.Utility/Soft Holding Costs 1,500.00 1,500.00
9.Listing/Closing Listing/Closingcosts 8,490.00 Proceeds of Sale** 8,490.00
Total Development Cost(Total of items 181,555.00 190,045.00
4-9
Total Predevelopmeut and 185,508.50 i 193,998.50
Development Funds
Developer Fee(10%of Total 18,550.85 18,550.85
Predevelopment and Development
Funds paid for with HOME Funds
Total with Developer Fee 204 059.35 212 549.35
*Developer Fee shall be paid from HOME Funds by invoice after the closing of the sale of the house to a HOME
Eligible Buyer. The Developer Fee consists of 10% of the total of HOME Funds Total Predevelopment and
Development Funds. City in its sole discretion may elect to pay a portion of the Developer Fee before closing.
"Seller-paid closing costs as shown on the Closing Disclosure paid from gross sales proceeds from the sale of the
house.
***Developer must obtain City's written approval before the Contingency line item may be charged.
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EXHIBIT "C"
PROJECT AND REIMBURSEMENT SCHEDULE
TARRANT COUNTY HOUSING PARTNERSHIP,INC.
3609 EAGLE NEST
Phase Activity Beginning Week—subject to
weather permitting
PHASE I ACTIVITIES: Predevelopment Costs
Acquisition
Architect&Engineering
PHASE I DEADLINE:
4/30/2017 1st Payment*
$14'QQU'0U*
PHASE II ACTIVIITES: Construction: Foundation, framing, etc.
Utility/Soft Holding Costs
PHASE 11 DEADLINE: 2id Payment* $75,862.50*
6/30/2017
PHASE III ACTIVIITES: Construction: Drywall,roofing, landscape,
etc.
Utility/Soft Holding Costs
PHASE III DEADLINE:
8/30/2017 3"payment* $35,100.00*
PHASE IV ACTIVIITES: Construction: Finish out,Trim,etc.
Utility/Soft Holding Costs
PHASE IV DEADLINE: 4'h Payment* $45,100.00*
10/31/2017
PHASE V ACTIVITIES: Construction: Retainage,etc.
Utility/Soft Holding Costs
PHASE V DEADLINE: 5t"payment* $15,446.00*
11/30120x7
CONSTRUCTION TOTAL $185,508.50
DEVELOPER FEE** Paid after closing of sale to HOME Eligible $18,550.85
Buyer
*Developer will be reimbursed for eligible expenses only. The amounts are estimates and are subject to change.
**10%of project related development costs as shown on Exhibit"C"-Budget.
CHDO SINGLE FAMILY CONTRACT Page 2
Hardy Street Infill Project
TCHP—3609 Eagle Nest Street Rev 10-19-2016
EXHIBIT "D"
AUDIT CERTIFICATION FORM
TARRANT COUNTY HOUSING PARTNERSHIP,INC
3609 EAGLE NEST STREET
[See attached]
CHO SINGLE FAMILY CONTRACT Page I
Hardy Street Infill Projeet
TCHP—3609 Eagle Nest Street Rev 10-19-2016
AUDIT CERTIFICATION FORM AND AUDIT REQUIREMENTS
Agency: Tarrant County Housing Partnership, Inc.
Fiscal Year Ending: September 30, 2017
❑ During the fiscal year in which funds will be received, we will exceed the federal
expenditure threshold of $750,000. We will have our Single Audit or Program Specific
Audit completed and will submit the required 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 $750,000
federal expenditure threshold required for a Single Audit or a Program Specific Audit to be
performed this fiscal year. (Fill out schedule below)
Federal Expenditure Disclosure
MUST be filled out if Single Audit or Program Audit is NOT required.
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 2 CFR Part 200 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 SINGLE FAMILY CONTRACT Page 2
Hardy Street Infill Project
TCHP—3609 Eagle Nest street Rev 10-19-2016
EXHIBIT "E"
LOAN DOCUMENTS
TARRANT COUNTY HOUSING PARTNERSHIP,INC
3609 EAGLE NEST STREET
CHDO SINGLE FAMILY CONTRACT Page 1
Hardy Street Infill Project
TCHP—3609 Eagle Nest Street Rev 10-19-2016
PROMISSORY NOTE
HOME CHDO Funds
Date: _, 2016
Borrower: Tarrant County Housing Partnership, Inc.,
a Texas non-profit corporation
Borrower's Mailing Address:
4200 S. Freeway, Tower Suite 307, .FoA Worth, Tarrant County, TX
76115
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 761`02
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 11 of the Cranston-Gonzalez National
Affordable Housing Act of 1990, as amended, 42 USC 12701 et seg. ("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: , 2018
Tcrms of Payment(principal and interest):
This Note is.the Promissory Note required in City Secretary Contract No.
46622-A3 between Borrower and Lender and has been executed and delivered in
accordance with, that contract (the "Contract"). 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 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
PROMISSORY NOTE—HOME CHDO FUNDS Page I
TCHP—3609 Eagle Nest Street rev 10-19-201.6
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 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. Cruzman, Trustee,which covers the following real property:
Lot 6, Block 3-R, 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. D213160719, of the. Official Public Records, Tarrant County,
Texas,
commonly known as 3609 Eagle Nest Street,Fart Worth,TY 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 Loam 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
PROMISSORY NOTE—HOME CHDO FUNDS Page Z
TCHP—3609 Eagle Nest Street rev 10-19-2016
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 Nate.
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 maybe 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 commenced admits the material allegations of the petition against it, or an
PROMISSORY NOTE—HOME CHDO)FUNDS Page 3
TCHP—3609 Eagle Nest Street rev 10-19-2016
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 Iike kind and quality or
restored to its former condition.
The execution and delivery of this Note are required finder the Contract.
If any provision of this Note conflicts with.:-any provision of the Contract, the
Deed of Trust or any other document evidencing the same transaction between Lender
and Borrower,the provisions of the Contract will govern to the extent of the conflict.
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'I E EDIATELY FOLLOW]
PROMISSORY NOTE—ROME CHDO FUNDS Page 4
TCHP--3609 Eagle Nest Street rev 10-19-2016
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
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
TCHP—3609 Eagle Nest Street rev. 10-19-2016
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
Deed of Trust
Security Agreement - Financing.:Sta:tement
HOME CHDO Funds
Terms
Date: ,2016
Grantor: Tarrant County Housing Partnership, Inc., a Texas nonprofit corporation
Grantor's Mailing Address:
4200 S. Freeway, Tower Suite 307, Fort Worth, Tarrant County,TX 76115
Trustee: Vicki S. Ganske or Leann D. Gunman
Trustee's Mailing Address:
City Attorney's Office
City of Fort Worth
1000 Throckmorton St.
Fort Worth TX 76102 =
Tarrant County
Lender: City of Fart..Worth,a Texas municipal corporation
Lender's Mailing Address:
City of Fort Worth
Neighborhood Services.'Department
Attention: Assistant Director
1000 Throckmorton Street
Fort Worth, 'Texas 76102
Tarrant County
Loan Authority:
The loan evidenced by the Note (the "Loan") and secured by this Deed of Trust
Security Agreement — Financing Statement ("Deed of Trust") is being made
pursuant to the HOME Investment Partnerships Program authorized under Title 11
of the Cranston-Gonzales National Affordable Housing Act of 1990, as amended,
DEED OF TRUST—HOME CHDO FUNDS Page 1
TCHP—3609 Eagle Nest Street Rev. 10-19-2416
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: 92016
Original Principal Amount: $
Borrower: Tarrant County Housing Partnership, Inc.
Lender: City of Fort Worth
Terms of Payment: As provided in the Nate
Maturity Date: , 201$
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):
Lot 6, Block 3-R, 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. D213160719, of the Official Public Records, Tarrant County,
Texas,
commonly known as:3609 Eagle Nest,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—3609 Eagle Nest Street Rev. 10-19-2016
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 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-
l. 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. defczid 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;
S. 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 IU days before the expiration of the Required
Insurance Coverages.
DEED OF TRUST—HOME CHDO FUNDS Page 3
TCHP—3609 Eagle Nest Street Rev. I0-19-2016
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-
1. do or permit anything to be:done that will impair the security of this Deed
of Trust.
B. Lender's Rights
1. Lender or Lender's:mortgage servicer may appoint in writing a substitute
trustee, succeeding to all rights and responsibilities of Trustee.
2. If the-Pro ceeds of the Loan are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and Ii ens 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.
S. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's Obligations under this Deed of Trust and the default continues after any
required notice of the default and the time allowed to cure, Lender may-
a. declare any unpaid principal balance and earned interest on the
Obligations immediately due;
DEED OF TRUST—HOME CHDO FUNDS Page 4
TCHP—3609 Eagle Nest Street Rev. 10-19-2016
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 shal l`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.
d. 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;
DEED OF TRUST—HOME CHDO FUNDS Page 5
TCHP—3609 Eagle Nest Street Rev. 10-19-2016
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 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 soldunder 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
DEED OF TRUST—HOME CHDO FUNDS Page 6
TCHP—3609 Eagle Nest Street Rev. 10-19-2016
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 beep 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,
DEED OF TRUST—HOME CHDO FUNDS Page 7
TCHP—3609 Eagle Nest Street Rev. 10-19-2016
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. an any
acceleration or required or permitted prepayment, any excess interest will be canceled
automatically as of the acceleration or prepayment or, if already paid, credited on the
principal of the debt or, if the principal of the debt has been paid, refunded. This
provision overrides any conflicting provisions in this and all other instruments
concerning the debt.
9. In no event may this Deed of Trust secure payment of any debt that may
not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by
law.
10. When the context requires, singular nouns and pronouns include the
plural,
11. The term Note includes all extensions, modifications, and renewals of the
Note and all amounts secured by this Deed of Trust.
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 ori: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 offcer 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
DEED OF TRUST—HOME CHDO FUNDS Page 8
TCHP—3609 Eagle Nest Street Rev. 10-19-2016
easements, without the prior written consent of Lender. If granted, consent may be
conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and
management ability being satisfactory to Lender; and (b) the grantee's executing, before
such sale, transfer, or other disposition, a written assumption agreement containing any
terms Lender may reasonably require, such as a principal pay down on the Obligations,
an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or
any other modification of the Note, this Deed of Trust, or any other instruments
evidencing or securing the Obligations.
Grantor may not cause or permit any Property to be encumbered by any liens,
security interests, or encumbrances other than the liens securing the Obligation and the
liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions
without the prior written consent of Lender. If granted, consent may be conditioned upon
Grantor's executing, before granting such lien, a written modification agreement
containing any terms Lender may require, such as a principal.pay down on the
Obligations, an increase in the rate of interest payable with respect to the Obligations, an
approval fee, or any other modification of the Note, this:.Deed of Trust,. or any other
instruments evidencing or securing the Obligations.
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.. .
hat-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
cornrnencement; and
DEED OF TRUST-HOME CHDO FUNDS Page 9
TCHP-3609 Eagle Nest Street Rev. 10-19-2016
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 fora 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 became 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
DEED OF TRUST---HOME CHDQ FUNDS Page 10
TCHP—3609 Eagle Nest Street Rev. 10-19-2016
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 funds advanced by
Lender at Grantor's request. The debt evide.need.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 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.
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. 46622-A3 between Grantor and Lender (the "Contract") which
requires the Note and this Deed of Trust. All advances made by Lender under the
Contract will be indebtedness of Grantor secured by the liens created by this Deed of
Trust, and such advances are conditioned as provided in the Contract.
3. All amounts disbursed by Lender before completion of the improvements
to protect the security of this Deed of Trust up to the principal amount of the Note will be
treated as disbursements under the Contract. All such amounts will bear interest from the
date of disbursement at the rate stated in the Note, unless collections from Grantor of
DEED OF TRUST—HOME CHDO FUNDS Page I I
TCHP—3609 Eagle Nest Street Rev. 10-19-2016
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 terns. 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
Decd of Trust will be in default if the house is not sold to a HOME Eligible Buyer as
more partienlarly 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 terns of
the Note and Lender may invoke any remedies provided herein for default.
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
DEED OF TRUST—HOME CHDO FUNDS Page 12
TCHP—3609 Eagle Nest Street Rev. 10-19-2016
THE CONTRACT, THE NOTE AND THE DEED OF TRUST
CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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 , 2016 by
Donna VanNess, the President of Tarrant County Housing Partnership, Inc., a Texas
nonprofit corporation, on behalf of such corporation.
Notary Public, State of Texas
AFTER RECORDING RETURN TO:
City of Fort Worth
City Attorney's Office
Attention: Vicki S. Ganske
1000 Throckmorton Street
Fort Worth,Texas 76102
DEED OF TRUST—HOME CHDO FUNDS Page 13
TCHP—3609 Eagle Nest Street Rev. 10-19-2016
EXHIBIT "F"
REIMBURSEMENT FORMS
TARRANT COUNTY HOUSING PARTNERSHIP,INC.
3609 EAGLE NEST STREET
CHDO SINGLE FAMILY CONTRACT Page 1
Hardy Street Infill Project
TCHP—3609 Eagle Nest Street Rev 10-19-2016
Attachment I
INVOICE
Developer: Tarrant County Housing Partnership, Inc.
Address: 4200 S. Freeway, Suite 307, Fort Worth, TX 761.15
TaxpayerlD:�
Project Site Address:
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, I certify that to the best of my
knowledge and belief the data included in this report, Exhibit G, and in all
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:
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EXHIBIT "G"
HOME PROJECT COMPLIANCE REPORT
TARRANT COUNTY HOUSING PARTNERSHIP,INC.
3609 EAGLE NEST STREET
CHDO SINGLE FAMILY CONTRACT Page 1
Hardy Street Infill Project
TCHP--3609 Eagle Nest Street Rev 10-19-2016
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EXHIBIT "H"
DAVIS BACON REQUIREMENTS-FEDERAL LABOR STANDARDS PROVISIONS
TARRANT COUNTY HOUSING PARTNERSHIP, INC.
3609 EAGLE NEST STREET
CHDG SINGLE FAMILY CONTRACT Page 1
Hardy Street Infill Project
TCHP—3609 Eagle Nest Street Rey 10-19-2016
Exhibit f"H"
Federal Labor Standards Provisions U.S.Department of Housing
and Urban Development
Office of Labor Relations
Applicabiilty (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) Min€mum Wages. All laborers and mechanics wage rates contained in the wage determination_
employed or working upon the site of the work, will be paid (b) If the contractor and the laborers and mechanics to be
unconditionally and not fess 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 sha€€ 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, Q.C. 2020. The Administrator, or an
Secretary of Labor which is attached hereto and made a authorized representative, wilt 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 I(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 (c) In the event the contractor, the laborers or mechanics
5.5(a)(1)(iv); also, regular contributions made or costs
incurred for more than a weekty period (but not less often to be employed in the classification or their
than quarterly) under plans, funds, or representatives, and HUD or its designee do not agree on
q Y) p programs, which
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),
HUD 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 wa a
additional classification and wage rates conformed under ( ) g rate [including fringe benefits where
29 CFR 5.5 a 1 ii and the Davis-Bacon appropriatey determined pursuant is subparagraphs
( )( )(' } poster (WH paid to all
e
1321) shall be posted at ail times by the contractor and its {1][ii}(bJ or [c) of this paragraph, shat€ be
subcontractors at the site of the work a prominent and workers performing work in tate 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.
(Il) (a) Any class of laborers or mechanics which is not (Ili) Whenever the minimum wage fate 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 shall pay another bona fide fringe
fringe benefits therefor only when the following criteria benefit or an hourly cash equivalent thereof,
have been met: (€v) 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 1 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 OMB Control Number 1215-0140_) Management and 'Budget under OMB Control Numbers
2. Withholding. HUD or its designee shall upon its own 4215-0140 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 HU❑ 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 be the Wage and Hour Division Web site at
necessary to cause the suspension of any further ht[p:Ilwww__daLrrovlasa/whdlformslwh34Tlrrsfr.hfrrr 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 it 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. (I) 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
classification, 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)(1v) 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 t(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 (a)(3)(ii), the appropriate information is being maintained
enforceable, that the plan or program is financially 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(06/2009)
Page 2 of 6 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 full wages earned, other than registered program shall be paid not less than the
permissible deductions as set forth in 29 CFR 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 classffication 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 registered program shall be observed. Every apprentice
{ 1 y properly executed
certification set forth an the reverse s€ of Optional Form
WH-347 shall satisfy the requirement farr registered program for the apprentice's level of progress,must be paid at not less than the rate specified in the
submission of the expressed as a percentage of the journeymen hourly rate
'Statement of Compliance" required by subparagraph specified In the applicable wage determination.
A.3.{ii}(b]. 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
(1111 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 tabor 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 to 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 (11) 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
(€) 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
individual) registered in a bona fide a than permitted under the plan approved by the
Y 9� apprenticeship
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 fess 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 90 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 State 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 entlre 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-400(OWppg)
Page 3 of 5 ref_Handbook 1344.1
the Employment and Training Administration shall be paid awarded HUD contracts or participate in HUD programs
not fess than the applicable wage rate on the wage pursuant to 24 CFR Part 24.
determination for the work actually performed. In addition, =Ilj No part of this contract shall be subcontracted to any
any trainee performing work on the job site in excess of 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 t The penalty for making false statements is prescribed
in
will no longer be permitted to utilize trainees at less than n the U.S. Criminal Code, 18 U.S.C. 1001. Additionally,
the applicable predetermined rate for the work performed U-S. Criminal Code, Section 1 01 0, Title M U.S.C.,
until an acceptable program is approved. "Federal Housing Administration transactions", provides in
part: "Whoever, for the purpose of . - _ influencing in any
(111) 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 Order 11246, as more than two years, or both."
amended, and 29 CFR Part 30.
11. Complaints, Proceedings, or Testimony by
S. 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 shall be discharged or in any other manner
6. 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 to include these clauses in any lower tier B. Contract Work Hours and Safety Standards Act. 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.
7. Contract termination; debarment. A breach of the (1) Overtime requirements, No contractor or subcontractor
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 ar
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 28 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. Compliance 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; liability for unpaid wages; llquldated
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 shalt not be subject to the general disputes and any subcontractor responsible therefor shall be liable
clause of this contract. Such disputes shall he resolved in for the unpaid wages. In addition, such contractor and
accordance with the procedures of the Department of subcontractor shall be liable to the United Stales (in the
Labor set forth in 29 CFR Parts 5, 6, and T. Disputes case of work done under contract for the District of
within the meaning of this clause include disputes between Columbia or a territory, 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. (€) 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$10 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 Farm HUD-4010(0612009)
Page 4 of 5 ref-Handbook 1344-1
(3) Withhoiding for unpaid wages and ilquldated
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 contract,
or any other Federally-assisted contract subject to the
Contract Work Hours and Safety Standards Act which Is
hold 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 subcontracts the clauses set forth in
subparagraph (1) through (4) of this paragraph and also a
clause requiring the subcontractors to include these
clauses In any lower tier subcontracts. The prime
contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses
set forth In subparagraphs (1) through (4) of this
paragraph.
G. Health and Safety. The provisions of this paragraph C are
applicable where the amount of the prfme contract exceeds$1{0,000.
(1) No laborer or mechanic shall be required to work in
surroundings or under working conditions which are
unsanitary, hazardous, or dangerous to his health and
safety as determined under construction safety and health
standards promulgated by the Secretary of Labor by
regulation.
(2) The Contractor shall comply with all regulations
issued by the Secretary of Labor pursuant to Title 29 Part
192e and failure to comply may result in imposition of
sanctions pursuant to the Contract Work Hours and Safety
Standards Act, (Public Law 91-54, 83 Slat 9$). IQ USC
341 et sea.
(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 shall
lake such action with respect to any subcontractor as the
Secretary of Housing and Urban Development or the
Secretary of labor shall direct as a means of enforcing
such provisions.
Previous editions are obsolete —^—,_ „_._,,,,.. form HUD-.4010(M2069)
Page 5 of 5 ref.Handbook 11344,11
Page 1 of 4
General Decision Number: TX160025 01/48/2016 TX25
Superseded General Decision Number: TX20150025
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: Under Executive Order (EO) 13658, an hourly minimum wage
of $10.15 for calendar year 2016 applies to all contracts
subject to the Davis-Bacon Act for which the solicitation was
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
$10.15 (or the applicable wage rate listed on this wage
determination, if it is higher) for all hours spent performing
on the contract in calendar year 2016. The EO minimum wage rate
will be adjusted annually. Additional information on contractor
requirements and worker protections under the EO is available
at www.dol.gov/whd/govcontracts.
Modification Number Publication Date
0 01/08/2016
* SUTX1990-020 04/01/1990
Rates Fringes
CARPENTER (excluding drywall
hanging and form setting) . . . . . . .$ 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
PLUMBER (Including HVAC WORK) . . . .$ 14.687
ROOFER, Including Built Up,
Composition and Single Ply
Roofs. . . . . . . . . . . . . . . . . . . . . . . . .. . .$ 8.646
Sheet Metal Worker (Excluding
HVAC-duct work) . . . . . . . . . . . . . . .. . .$ 14.103
z.L_:r--- --_f
Page 2 of 4
TILE SETTER. . . . . . . . . . . . . . . .. .. . . .$ 11.50
TRUCK DRIVER. . . .. . . . . . . . . . .... . . .$ 7.25
WELDERS - Receive rate prescribed for craft performing
operation to which welding is incidental.
----------------------------------------------------------------
WELDERS - Receive rate 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 the
cited type(s) of construction in the area 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 rate (weighted average rate) or a union average rate
(weighted union average rate) .
Union Rate Identifiers
A four letter classification abbreviation 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 (CBA) governing
this classification and rate.
Survey Rate Identifiers
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: SULA2012-0107 5/13/2014. 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 used in producing the
wage determination. 5/13/2014 indicates the survey completion
Page 3 of 4
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 UAVG 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
08/29/2014.- UAVG indicates that the rate is a weighted union
average rate. OH indicates the state. The next nuaber, 0010 in
the example, is an internal number used in producing the wage
determination. 08/29/2014 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 determination
* 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
Branch of Construction Wage Determinations. Write to:
Branch of Construction Wage Determinations
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
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 Hour 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
Page 4 of 4
payment data, project description, area practice material,
etc.) that the requestor 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
1_u_ _!!__________�_1 --__!___J_1!___rl_,.lJ__._'_L_--_H"f•VnL J_.Ln__n rtrnlnny�
EM1131T "Ise
SECTION 3 REPORTING FORMS
TARRANT COUNTY HOUSING PARTNERSHIP, INC.
3609 EAGLE NEST STREET
CHDO SINGLE FAMILY CONTRACT Page 1
Hardy Street Infill Project
TCHP—3609 Bagle Nest Street Rev 10-19-2016
EXHIBIT Fill?fIt1
Section 3 Summary Report U.S.Department of Housing OMB Approval No: 2529-0043
Economic Opportunities for and Urban Development (exp.1113012D10)
Low--and Very Low-Income Persons Office of Fair Housing
And Equal Opportunity Hu❑Field Office=
Section back of page for Public Reporting Burden statement
1.Reciplenl Name&Address:(street,city,stale,zip) 2.Federal Identification: (grant no.) 3. Total Amount of Award:
4.Contact Person 5_Phone: (Include area code)
6.Length of Grant: 7.Reporting Period:
8.Date Report Submftled, 9.Program Code: (Use separale sheet 10. Program Name:
for each program code)
Part I: Em ployment and Trainin g Columns 6 C and F are mandatozy fields. Include idew Hires in E&F
A B C D E F
Number or Number of New %of Aggregate Number %of Total Staff Hours Number of Section 3
Job Category New Hires Hires that are of Staff Hours of Now Hires for Secton 3 Employees Trainees
Sec.3 Residents Thal are Sec.3 Residents and Trainees
Professionals
Technicians
office/Clerical
Construction by Trade(List)
Trade
Trade
Trade
Trade
Trade
Other List
Total
•Program Codes 3=Public/Indian Housing 4=Homeless Assistance 8=C178G State Adm7nlstered
I=Flebble Subsidy A=Development, 5=HOME 9=Other CD Programs
2=Section 2021811 B=operation 6=HOMF State Adminlstered 10=other Housing Programs
C=Modernization 7=CDBG Entitlement
Page 1 of 2 form HUD 68062(612001)
Rei 24 CFR 135
Part 11: Contracts Awarded
1. Construction Contracts:
A. Total dollar amount of all contracts awarded on the project $
B. Total dollar amount of contracts awarded to Section 3 businesses $
C. Percentage of the total dWlar amount that was awarded to Section 3 businesses %
D. Total number of Section 3 businesses receiving contracts
2. Non-Construction Contracts-
A, Total dollar amount all non-construction contracts awarded on the prajecNacffWY $
B. Total dollar amount of non-construction contracts awarded to Section 3 businesses $
C. Percentage of the total dollar amount that was awarded to Section 3 businesses 95
D. Total number of Section 3 businesses receiving non-construction contracts
Part III: 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 contracts 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,including the time for reviewing instructions,
searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information.
This agency may not 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-f D8 are not applicabie. The reporting requirements do not contain sensitive questions. Data is cumulative;personal identifying
information is not included.
Page 2 or 2 form HUD 60002[1112010]
Ref 24 CFR 135
Form HUD-60002,Section 3 Summary Report,Economic Opportunities for Low-and Very Low-income Persons.
Instructions: This form is to be used to report annual 8. 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 1966. The with the'Program Code'in number 8.
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 people 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 far 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$100,000 Column 13: (Mandatory Field) Enter the number of new hires for
awarded in connection with the Section-3-covered activity_ each categnry of workers identified in Column A in connection with
Form HU D-60002 has three parts,which are to be completed for this award. New hire refers to a person who is not an 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
employmentltraining goals either on the basis of the number of hours assistance.
worked by new hires(columns B,D,E and F). Part If of the form Column C: (Mandatory Flefd) Enter the number of Section 3 new
relates to contracting,and Part III summarizes recipients'efforts to hires for each category of workers identified in Column A in
comply with Section 3. connection with this award. Section 3 new hire refers to a Section 3
Recap ants or contractors subject to Section 3 requirements must resident who is not on the contractors 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 report to (Section 3 residents)in connection with this award.
HUD Headquarters,Office of Fair Housing and Equal Opportunity. Column E: Enter the percentage of the total staff hours worked for
Where the program providing assistance requires an annual Section 3 employees and trainees(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 full-time
same time the program performance report is submitted_ Where an positions.
annual performance report is not required,this Section 3 report is to he Column F: (Mandatory Field) Enter the number of Section 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 Prince Recipients are Part If: 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. projectlprogram.
HUD Field Office: Enter the Field Office name_ Item B: Enter the total dollar amount of contracts connected with this
1. Recipient: Enter the name and address of the recipient projectlprogram that were awarded W Section 3 businesses.
submitting this report. Item C: Enter the percentage of the total dollar amount of contracts
2. Federal Identificatfon, Enter the number that appears on the connected with this project/program awarded to Section 3 businesses.
award form(wilt[dashes). The award may be a grant, Item D: Enter the number of Section 3 businesses receiving awards.
cooperative agreement or contract. Block 2: Nan-Construction Contracts
3. Dollar 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. projecuprogram.
4&5. Contact PersonlPhone: Enter the name and telephone number Item B: Enter the 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 dollar amount of contracts
6. Reporting Period: Indicate the time period(months and year) connected with this project/program 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
Submit one(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 specified in item 8. PHAs11HAs are to report all or unusually high-or low-income families. Very low-income persons mean
contracts/subcontracts. 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 larger families,except that the
the same meanings given the terns in section 3(b)(2)of the United Secretary may establish income ceilings higher c lower than 50 percent of
States Housing Act of 1937. Low-income persons mean families the median far 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 dew 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 60002(1112010)
Ref 24 CFR 136
EXHIBIT "J"
STANDARDS OF COMPLETE DOCUMENTATION
TARRANT COUNTY HOUSING PARTNERSHIP,INC.
3609 EAGLE NEST STREET
CHDO SINGLE FAMILY CONTRACT Page 1
Hardy Strect Infill Project
TCHP—3609 Eagle Nest Street Rev 10-19-2016
FORTWORTH.
Standard of Documentation for Reimbursement of Development Costs
Cost Type Documentation Standard
Acquisition of Real Property • Notice to Seller(date must be on or before the date of options agreement
or sales contract and signed by the buyer and seller)
• Recorded Deed of Trust
Purchase Agreement w/ Required HUD language
• MasterSettle ment Statement/HUD-I
Appraisal or other document used to determine purchase price
• Proof of Payment(bank statement/cancelled check)
• Verification of Vacant Status (as applicable)
Pre-development and Soft - Invoice
Costs(Architect, Engineer, - Invoice should include:
Landscape Design,Surveys, date;
Appraisals, Environmental, Legal company's letterhead;
Fees, Other Consultants, Etc.) address for which service is provided;
description of service(s) and item(s);
amount for itemized services; and
total amount
• Proof of Payment(ie. bank statement or cancelled check)
• FuIly executed contract/service agreements/letter agreement and
applicable amendments
- Provide printout from www.sam.gov verifying
contractor/subcontractor is not listed on the debarred and
suspension list
• If only a portion is being paid with City funds, then show calculation and
documentation of how costs are allocated.
Construction Costs(Contractors& • Invoice
Subcontractors) - Invoice should include:
date;
company's letterhead;
address for which service is provided;
description of service(s)and item(s);
amount for itemized services; and
total amount
• Proof of Payment(i.e. bank statement or cancelled check)
- Copy of applicable inspection report(s)conducted by HED Inspector
• Copy of executed agreements
Provide printout from www.sam.gov verifying
contractor/subcontractors are not listed on the debarred and
suspension list
Housing and Economic Development
FINAI,as of 1/9/2015 Page I
FORTWORTHo
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 items);
cost by quantity;and
total amount
Proof of Payment(i.e. bank statement or cancelled check)
Verification of Delivery
Developer Fee - Final Invoice Ref lectingTota I Development Cost
(if paid directly from HOME funds) - Proof of payment for any other entity/funding source contributing to
development costs.
Show calculation of agreed upon developer fee percentage
Copies of final lien releases from contractor/subcontractor
Complete Documentation income eligibility of buyers/renters(i.e. income
docs for eligible homebuyer/tenants,sales contract between
developer/homebuyer,HAP Deed of Trust w/required affordability period
language, etc.)
Lease documents
Final inspections of completed units
Housing and Economic Development
FINAL as of 1/9/2015 Page 2
EXHIBIT "K"
MBE REPORTING FORM
TARRANT COUNTY HOUSING PARTNERSHIP,INC.
3609 EAGLE NEST STREET
CHDO SINGLE FAMILY CONTRACT Page 1
Hardy Street Infill Project
TCHP—3609 Eagle Nest Street Rev 10-19-2016
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M&C Review Page 1 of 6
Official site or the city of Fort Worth,Texas
FCIR �H
CITY COUNCIL AGENDA
COUNCIL ACTION: Approved on 8/412015 -Ordinance No. 21817-08-2015
CONTINUED FROM A PREVIOUS WEEK
DATE: 7/28/2015 REFERENCE G-18521 LOG NAME: 17NS
NO.: HUDACTIONPLANPY2015-2016
CODE: G TYPE: NON-- PUBLIC YES
CONSENT HEARING:
SUBJECT: Conduct Two Public Hearings and Approve the City's 2015-2016 Action Plan for the Use
of Federal Grant Funds in the Amount of$9,820,979.00 from the United States
Department of Housing and Urban Development from the Community Development Block
Grant, HOME Investment Partnerships Program, Emergency Solutions Grant and
Housing Opportunities for Persons with AIDS Grant Programs, Authorize Collection and
Use of Program Income, Authorize Waiver of Application of Indirect Cost Rates,
Authorize Execution of Related Contracts and Adapt Appropriation Ordinance(ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1. Conduct two public hearings to allow citizen input and consideration of the City's 2095-2016 Action
Plan for use of federal grant funds from the United States Department of Housing and Urban
Development in the amount of$9,820,979.00 from the Community Development Block Grant, HOME
Investment Partnerships Program, Emergency Solutions Grant and Housing Opportunities for
Persons with AIDS grant programs and for the use of program income from activities using prior
years'federal grant funds;
2. Approve the City's 2015-2016 Action Plan for submission to the United States Department of
Housing and Urban Development including allocations of grant funds to particular programs and
activities as detailed below;
3. Authorize the collection and use of an estimated $50,000.00 of program income, which resulted
from activities using prior years' Community Development Block Grant fund, for the reconstruction of
City streets;
4. Authorize the collection and use of an estimated $200,000.00 of program income, which resulted
from activities using prior years' HOME Investment Partnerships Program funds, for the City's
Homebuyer Assistance Program;
5. Authorize the City Manager or his designee to execute contracts for a one-year term with the
agencies listed in Tables 1, 2 and 3 below for Program Year 2015.2016 for Community Development
Block Grant, Emergency Solutions Grant and Housing Opportunities for Persons with AIDS grant
funds, contingent upon receipt of funding;
6. Authorize the City Manager or his designee to extend the contracts for up to one year if an agency
or department requests an extension and such extension is necessary for completion of the program
or to amend the contracts if necessary to achieve program goals provided any amendment is within
the scope of the program and in compliance with City policies and all applicable laws and regulations
governing the use of federal grant funds;
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7. Authorize a waiver of indirect cost rates as applicable for the Grants Fund in accordance with the
City's Administrative Regulations; and
8. Adopt the attached appropriation ordinance increasing the estimated receipts and appropriations
to the Grants Fund in the total amount of $9,820,979.00 consisting of $6,332,270.00 in Community
Development Block Grant funds, $1,934,447.00 in HOME Investment Partnerships Program funds,
$552,108.00 in Emergency Solutions Grant funds and $1,002,154.00 in Housing Opportunities for
Persons with AIDS grant funds, plus any program income, all subject to receipt of such funds.
DISCUSSION:
The City's 2015-2016 Action Plan summarizes the major housing and community development
activities and proposed expenditures for the program year beginning October 1, 2015 and ending
September 30, 2016 for use of federal grant funds totaling $9,820,979.00 from the United States
Department of Housing and Urban Development (HUD) for Community Development Block Grant
(CDBG), HOME Investment Partnerships Program (HOME), Emergency Solutions Grant (ESG) and
Housing Opportunities for People with AIDS (HOPWA) grant programs. it also summarizes the use
of program income resulting from activities using prior years' CDBG and HOME funds. The purpose
of these grant funds is to primarily benefit low and moderate income City residents with ESG funds
primarily benefiting homeless persons and HOPWA funds primarily benefiting persons with HiV/AIDS.
Staff developed recommendations for the allocation of the estimated funding from HUD and
presented them to the Community Development Council (CDC) on May 20, 2015 and to the City
Council at its Pre-Council meeting on June 16, 2015. Notice of a 30--day public comment period from
July 1, 2015 to July 31, 2015 was published in the Fort Worth Star-Telegram on June 28, 2015. Any
comments received will be maintained by the Neighborhood Services Department in accordance with
federal regulations. The City will hold two public hearings as part of the HUD-required citizen
participation process, the first on July 28, 2015 and the second on August 4, 2015 at which time the
City Council is scheduled to approve the Action Plan. In addition, public hearings were held on June
18, 2015 at 11:30 a.m. and 6.00 p.m. for citizens to provide comment on the proposed list of
neighborhood streets eligible for reconstruction using CDBG funds.
A summary of the CDC's funding recommendations is provided below in Tables 1, 2 and 3 and a
spreadsheet of all specific funding recommendations is attached. The 2015-2016 Action Plan must
be submitted to HUD by August 14, 2015.
CDBG
For Program Year 2015-2016, it is recommended that the amount of $6,332,270.00 in CDBG funds
and the estimated amount of$50,000.00 of CDBG program income be allocated as follows:
Public Services -$949,840.00
This item includes social services for low to moderate income, disabled and disadvantaged
populations.
Housing Programs and Services - $2,175,500.00
This item includes funding for the City's Priority Repair Program, Cowtown Brush-Up, homebuyer and
housing services, accessibility modifications to the homes of senior and/or disabled individuals and
related project delivery costs for these programs.
Infrastructure Services -$1,241,521.53
This item includes funding for the reconstruction of neighborhood streets.
CDBG Economic Development -$738,854.47
This item is the City's annual payment on its Section 108 loan from HUD.
CDBG Estimated Program Income - $50,000.00
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This item includes funding for the reconstruction of City streets in addition to the funds listed above
under Infrastructure Services. CDBG program income that is received which is over the estimated
amount but not used for reconstruction of City streets will be allocated to priority activities in the City's
Consolidated Plan subject to Council approval.
CDBG General Administration -$1,266,4664.00
This item includes costs for administering the CDBG grant including allocations for Financial
Management Services, Internal Audit and Transportation and Public Works Departments.
HOME
For Program Year 2015-2016, it is recommended that the amount of $1,934,447.00 in HOME funds
and the estimated amount of$200,000.00 of HOME program income be allocated as follows:
Homebuyer Assistance Program (HAP) -$1,097,400.00
This item includes funding for down payment and/or closing cost assistance to low and moderate
income homebuyers.
Community Development Housing Organizations (CHDO) Set Aside -$290,958.00
HUD requires that a minimum of 15 percent of HOME funds be allocated to CHDOs for affordable
housing projects and CHDO administrative operating costs. These funds will be used by Tarrant
County Housing Partnership, Inc. (TCHP), a CHDO, to construct additional single family houses for
the 21 lot Hardy Street Single Family Infill Development in the Diamond Hill-Jarvis neighborhood
(Council District 2). The houses will be sold to homebuyers making at or below 80 percent of area
median income set by HUD.
Single-Family Development-$363,435.00
This item includes funding for construction by TCHP of additional single family houses for the Hardy
Street Single Family Infill Development.
HOME General Administration -$193,444.00
This item includes costs for administering the HOME grant.
HOME Estimates! Program Income -$200,000.00
This item includes funding for the City's HAP for closing cost and/or down payment assistance in
addition to the funds listed above. HOME program income that is received which is over the
estimated amount but not used for HAP will be allocated to priority activities in the City's Consolidated
Plan subject to Council approval. HUD allows the City to take 10 percent of any HOME program
income to be used for the costs for administering the HOME grant.
HOPWA
For Program Year 2015-2016, it is recommended that the amount of$1,002,154.00 in HOPWA funds
be allocated as follows:
Non-Profit Service Providers -$972,090.00
HOPWA Program Administration - $30,064.00
ESG
For Program Year 2015-2016, it is recommended that the amount of $552,108.00 in ESG funds be
allocated as follows:
Non-Profit Service Providers -$510,700.00
ESG Program Administration -$41,408.00
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CONTRACT RECOMMENDATIONS
The CDC and Staff recommend that contracts be executed with the listed agencies for the amounts
shown in the following tables:
Community [Development Block Grant Contracts:
Table 1 -CDBG Agencies
OrganizationProgram Amount
Cenikor Foundation I Substance Abuse $ 75,000.00
Senior Citizen Services of Greater Tarrant Senior Services $ 75,000.00
County Inc. 11
YMCA of Metropolitan Fort Worth Child Care Services $ 75,000.00
YWCA of Fort Worth and Tarrant County Child Care Services $ 49,840.00
Clayton Child Care Inc. d/b/a Clayton YES! Child Care Services $ 75,000.00
Girls Inc, of Tarrant County Youth Services $ 75,000.00
Camp Fire First Texas Youth Services $ 75,000.00
Lena Pope Home, Inc. Youth Services $ 75,000.00
The Ladder Alliance IF—Employment/Job $ 75,000.00
Training
Tarrant County Housing Partnership, Inc. Housing Counseling $ 75,000 00
and Education
Case
Presbyterian Night Shelter Managernent/Main $ 75,000.00
Shelter
The Salvation Army, a Georgia Corporation Homeless Services $ 75,000.00
Meals on Wheels, Inc. of Tarrant Count Home-delivered Meals $ 75,000.00
County Program
CDBG Public Service Subtotal $ 949,840.n0
Rehabilitation, Education and Advocacy for Project Ramp $ 100 000.00
Persons with Handicaps, dba REACH, Inc.**
Total CDBG Contracts 1$1,049,840,QQ
**REACH will be funded from the CDBG Housing Programs and Services budget.
Housing Opportunities For Persons With AIDS Contracts:
Table 2 - HOPWA Agencies
Organization Program Amount
Tarrant County Administration (seven percent), Supportive
Samaritan Housing, Services, and Facility Based Housing Subsidy $420,063.40
Inc. Assistance
AIDS Outreach Administration (seven percent), Supportive
Center, Inc.
Services, Tenant Based Rental Assistance $552,027.00
(TBRA), and Short Term Rent Mortgage and Utility
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Assistance (STRMU)
TOTAL HOPWA $972,090.00
Contracts
Emergency Solutions Grant Contracts:
Table 3 - ESG Agencies
Organization Prog am Amount
SafeHaven of Tarrant County Shelter Services $104,265.00
Presbyterian Night Shelter Shelter Services $ 85,908.00
Day Resource Center for the Homeless Shelter Services $141,092,00
The Salvation Army, a Georgia Corporation Homelessness Prevention $100,000.00
YWCA Fort Worth and Tarrant County Rapid Re-Housing $ 79,435.00
TOTAL ESG Contracts $510,700.00
These programs are available in ALL COUNCIL DISTRICTS.
FISCAL INFORMATIONICERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above
recommendations, adoption of the attached appropriation ordinance and receipt of grant funds, funds
will be available in the current operating budget, as appropriated, of the Grants Fund.
TO Fund/AccountlCenters FROM FundlAccountlCenters
21001 4310013 019CDBG $6,332,270.00
21001 5XXXXXX 019CDBG 16,332,270.00
21001 4310013 019HOME $1,934,447.00
21001 5XXXXXX 019HOME $1,934,447.00
21001 4310013 019ESG $552,108A0
21001 5XXXXXX 019ESG $552,108.00
21001 4921001 019CDBG $50,000.00
21001 5XXXXXX 019CDBG $50,000.00
21001 4310013 019HOPWA $1,002,154.00
21001 5XXXXXX 019HOPWA $1,002,154.00
21001 4921001 019HOME $200,000.00
21001 5XXXXXX 019HOME $200,000,00
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Allison Gray(8030)
Additional Information Contact: Avis Chaisson (6342)
Leticia Rodriguez (7319)
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ATTACHMENTS
17NS HUDACTIONPLANPY2015--2016 GR76 AQ FY2015 docx
Action Plan 15 16 FINAL. MandC Slides LHR.pd
Proposed 2015 CDBG Infrastructure Project MandCYpdf
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CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos.1-4 and fi if there are interested parties. OFFICE USE ONLY
Complete Nas.1,2,3,5,and B if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity fit ing form,and the city,state and country of(lie business entity's place Certificate Number:
of business. 2016-72861
Tarrant County Housing Partnership,Inc.
Fort Worth,TX United States Date Filed-
2 Name of governmental entity or state agency that is a party tot the contract for which the form is 06/17/2016
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity a state agency to track a identify the contract,and provide a
description of the services,goods,or other property to he provided under tine contract.
TCHARDY2016
Affordable housing development
Nature at interest
4
Name of Interested Party City,state,Country($lac e of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party.
x
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
RACHAEL FIERRO
Notary l0 # 11110915
My Commisslon Expires
;x .6 February 23,20t9 ignat o ed a ent of t ontr ting business entity
AFFIX NOTARY STAMP I SEAL ABOVE
Sworl to and subscribed before me,by the said V - 111 this the
20 VJ certify which,witness my hand and seal of officefm .
t
I
fficer administering oath Printed name of officer administering oath Ti lie of officer Edministering oath
Forms provided by Texas Ethics Commission www.ethics.state,tx.us Version V1.0.1021
PROMISSORY NOTE
HOME CHDO Funds
Date: December 13, 2017
Borrower: Housing Channel, a Texas nonprofit corporation
Borrower's Mailing Address:
4200 S. Freeway, Tower Suite 307, Fort Worth, Tarrant County, TX 76115
Lender: City of Fort Worth, Texas, a Texas municipal corporation
Place for Payment:
C/O Director of Neighborhood Services Department
200 Texas St.
Fort Worth, Tarrant County, TX 76102
or at any other place that Lender may designate in writing
Principal Amount: $80,483.80
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: 0%
Maturity Date: December 13, 2018
Terms of Payment (principal and interest):
This Note is the Promissory Note required in City Secretary Contract No. 46622-A3
between Borrower and Lender and has been executed and delivered in accordance with
that contract (the "Contract"). 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 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 event the
Loan is not forgiven in accordance with the terms of the Contract, the Principal Amount
PROMISSORY NOTE—HOME CHDO FUNDS Page 1
Housing Channel—3609 Eagle Nest Street rev. 12.13.2017
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 6, Block 3R, JARVIS HEIGHTS APARTMENTS, an Addition to 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,
commonly known as 3609 Eagle Nest Street, Fort Worth, TX 76106.
Other Security for Payment: As set forth in the Contract.
Prior Liens
The lien securing this Note is subordinate to the lien securing another note in the original
principal amount of $115,600.00 dated December 13, 2017 executed by Borrower,
payable to Inwood National Bank ("First Lien Note"), and described in a deed of trust
of even date to Gary L. Tipton, Trustee, recorded in the Real Property Records, Tarrant
County, Texas. The Deed of Trust securing this Note is and shall be subject and
subordinate in all respects to the liens, terms, covenants and conditions of the deed of
trust or mortgage securing the First Lien Note. The rights and remedies of the payee and
each subsequent holder of this Note and the Deed of Trust securing this Note are subject
to the liens, terms, covenants and conditions of the deed of trust or mortgage securing the
First Lien Note. If there is a default in payment of any part of principal or interest of the
First Lien Note or a breach of any covenants contained in any instruments securing it, the
debt evidenced by this Note will immediately become payable at the option of Lender. If
Borrower fails to perform any of Borrower's obligations in the First Lien Note or in any
instruments securing it, Lender may perform those obligations and be reimbursed by
Borrower on demand, at the Place for Payment for any amounts advanced, including
attorney's fees, plus interest on those amounts from the date of payment at the Annual
Interest Rate on Matured, Unpaid Amounts. The amount to be reimbursed will be
secured by all instruments securing this Note.
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.
PROMISSORY NOTE—HOME CHDO FUNDS Page 2
Housing Channel—3 609 Eagle Nest Street rev. 12.13.2017
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
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.
PROMISSORY NOTE—HOME CHDO FUNDS Page 3
Housing Channel—3609 Eagle Nest Street rev. 12.13.2017
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
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 Contract.
If any provision of this Note conflicts with any provision of the Contract, the Deed of
Trust or any other document evidencing the same transaction between Lender and Borrower, the
provisions of the Contract will govern to the extent of the conflict.
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]
PROMISSORY NOTE—HOME CHDO FUNDS Page 4
Housing Channel—3609 Eagle Nest Street rev. 12.13.2017
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.
HOUSIN NEL
Do a , Pre
PROMISSORY NOTE—HOME CHDO FUNDS Page 5
Housing Channel—3609 Eagle Nest Street rev. 12.13.2017
r( (�� Providence Title Company
4107 S. B
PRO V 1DE 1 V C L Bowen ,Suite 101
Arlington,TX 76016
Phone(817)855-6400 Fax(817)855-6411
TITLE
ORIGINAL DEED OF TRUST
December 20, 2017
City of Fort Worth
Director of Neighborhood Services Dept,
200 Texas Street,
Fort Worth,TX 76102
RE: Order No.: 102009084
Buyer/Borrower(s): Housing Channel
Seller(s): City of Fort Worth, a Texas municipal corporation
Property Address: 3609 Eagle Nest Street, Fort Worth,TX 76106
In connection with the above transaction,we enclose your Original Recorded Deed of Trust.
It has been a pleasure to serve you. If we may assist you in the future, please let us know.
Melissa Mutchler
Escrow Officer
Deed of Trust Transmittal Letter Page 1 of 1 102009084
Page 1 of 13
D217291096 12!19!20171:32 PM PGS 13 Fee: $64.00 Submitter: CSC ERECORDING SOLUTIONS
Electronically Recorded by Tarrant County Clerk in Official Public Records �
',�-yi ��wor��c,►c�a, Mary Louise Garcia
Deed of Trust v
Security Agreement- Financing Statement
HOME CHDO Funds
Terms
Date: December 13,2017
Grantor: Housing Channel,a Texas nonprofit corporation
Grantor's!flailing Address:
4200 S. Freeway,Tower Suite 307,Fort Worth, Tarrant County,TX 76115
Trustee: Vicki S. Ganske or Leann D. Guzman
"t'rustee's Mailing Address:
City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth TX 76102
Tarrant County
Lender: City of Fort Worth,a Texas municipal corporation
Lender's Mailing Address:
City of Fort Worth
Neighborhood Services Department
Attention: Assistant Director
200 Texas 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 Truest") 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,
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: December 13,2017
Original Principal Amount: $80,483.80
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Housing Channel —3609 Eagle Nest Street Rev. 12-13-2017
Borrower: Housing Channel
Lender: City of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: December 13, 2018
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):
Lot 6, Block 3R, JARVIS HEIGHTS APARTMENTS, an Addition to 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,
commonly known as 3609 Eagle Nest 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.
In addition to creating a deed-of-trust lien on the Property described, Grantor also
grants to Lender a security interest in all of the above-described personal property
pursuant to and to the extent permitted by the Texas Uniform Commercial Code.
Prior Liens:
The lien created by this Deed of Trust will be subordinate to the lien securing
payment of a note, and any renewals, extensions, and modifications thereof, in the
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Housing Channel —3609 Eagle Nest Street Rev. 12-13-2017
original principal amount of $115,600.00 dated December 13, 2017 made by
Grantor, payable to Inwood National Bank ("First Lien Note"), and more fully
described in a deed of trust recorded in the Real Property Records of Tarrant
County, Texas.
Subject to waiver, notice, grace and cure period, if any, if default occurs in
payment of any part of principal or interest of the First Lien Note or in observance
of any covenants of the deed of trust or other loan documents securing it, the
entire debt secured by this Deed of Trust will immediately become payable at the
option of Lender.
Other Exceptions to Conveyance and Warranty:
Validly existing easements, rights-of-way, and prescriptive rights, whether of
record or not; all presently recorded and validly existing instruments, restrictions,
reservations, covenants, conditions, zoning laws, regulations, ordinances or
municipal and other governmental authorities and reservations, including, but not
limited to minerals and water interests previously reserved or conveyed, if any,
relating to the Property, but only to the extent that they are still in effect; any
discrepancies, conflicts or shortages in area or boundary lines; any encroachments
or overlapping of improvements; other than conveyances of the surface fee estate
that affect the Property; liens described in this Deed of Trust and the deed of trust
securing the First Lien Note; 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 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-
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;
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Housing Channel —3609 Eagle Nest Street Rev. 12-13-2017
4. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
5. maintain all insurance coverages with respect to the Property, revenues
generated by the Property, and operations on the Property that Lender reasonably requires
("Required Insurance Coverages"), issued by insurers and written on policy forms
acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a
form acceptable to Lender at least 10 days before the expiration of the Required
Insurance Coverages.
6. keep any buildings occupied as required by the Required Insurance
Coverages;
7. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
8. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid
all prior lien notes pursuant to their respective terms and abide by or cause to be abided
by all prior lien instruments; and
9. notify Lender in writing of any change of address.
Grantor agrees not to-
t. do or permit anything to be done that will impair the security of this Deed
of Trust.
B. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute
trustee, succeeding to all rights and responsibilities of Trustee.
2. If the proceeds of the Loan are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and liens of the holders of any debt so paid.
3. Notwithstanding the terms of the Note to the contrary, and unless
applicable law prohibits, all payments received by Lender from Grantor with respect to
the Obligations or this Deed of Trust may, at Lender's discretion, be applied first to
amounts payable under this Deed of Trust and then to amounts due and payable to Lender
with respect to the Obligations, to be applied to late charges, principal, or interest in the
order Lender in its discretion determines.
4. If Grantor fails to perform any of Grantor's Obligations under this Deed of
Trust, subject to prior written notice and cure period, Lender may perform those
obligations and be reimbursed by Grantor on demand for any amounts so paid, including
reasonable attorney's fees, plus interest on those amounts from the dates of payment at
DEED OF TRUST—HOME CHDO FUNDS Page 4
Housing Channel —3609 Eagle Nest Street Rev. 12-13-2017
the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed
will be secured by this Deed of Trust.
5. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's Obligations under this Deed of Trust and the default continues after any
required notice of the default and the time allowed to cure, Lender may-
a. declare any unpaid principal balance and earned interest on the
Obligations immediately due;
b. 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.
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Housing Channel —3609 Eagle Nest Street Rev. 12-13-2017
C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will-
1. either personally or by agent give notice of the foreclosure sale as required
by the Texas Property Code as then in effect;
2. sell and convey all or part of the Property "AS IS" to the highest bidder
for cash with a general warranty binding Grantor, subject to the Prior Lien and to the
Other Exceptions to Conveyance and Warranty and without representation or warranty,
express or implied, by Trustee;
3. from the proceeds of the sale, pay, in this order-
a. expenses of foreclosure, including a reasonable commission to
Trustee;
b. to Lender, the full amount of principal, interest, reasonable
attorney's fees, and other charges due and unpaid;
C. any amounts required by law to be paid before payment to Grantor;
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.
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5. If any portion of the Obligations cannot be lawfully secured by this Deed
of Trust, payments will be applied first to discharge that portion.
6. Grantor assigns to Lender all amounts payable to or received by Grantor
from condemnation of all or part of the Property, from private sale in lieu of
condemnation, and from damages caused by public works or construction on or near the
Property. After deducting any expenses incurred, including reasonable attorney's fees and
court and other costs, Lender will either release any remaining amounts to Grantor or
apply such amounts to reduce the Obligations and any excess proceeds shall be paid to
Grantor. Lender will not be liable for failure to collect or to exercise diligence in
collecting any such amounts. Grantor will immediately give Lender notice of any actual
or known threatened proceedings for condemnation of all or part of the Property.
Notwithstanding the above, in the event of any fire or other casualty to the Property
or eminent domain proceedings resulting in condemnation of the Property or any part
thereof, Grantor shall have the right to rebuild the Property, and to use all available
insurance or condemnation proceeds therefore, provided that (a) such proceeds are sufficient
to keep the Obligations in balance and rebuild the Property in a manner that provides
adequate security to Lender for repayment or performance of the Obligations or if such
proceeds are insufficient then Grantor shall have funded any deficiency, (b) 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
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Housing Channel —3609 Eagle Nest Street Rev. 12-13-2017
paragraph, and acting under this paragraph does not waive any of Lender's other rights or
remedies.
8. Interest on the debt secured by this Deed of Trust will not exceed the
maximum amount of non-usurious interest that may be contracted for, taken, reserved,
charged, or received under law. Any interest in excess of that maximum amount will be
credited on the principal of the debt or, if that has been paid, refunded. On any
acceleration or required or permitted prepayment, any excess interest will be canceled
automatically as of the acceleration or prepayment or, if already paid, credited on the
principal of the debt or, if the principal of the debt has been paid, refunded. This
provision overrides any conflicting provisions in this and all other instruments
concerning the debt.
9. In no event may this Deed of Trust secure payment of any debt that may
not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by
law.
10. When the context requires, singular nouns and pronouns include the
plural.
11. The term Note includes all extensions, modifications, and renewals of the
Note and all amounts secured by this Deed of Trust.
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.
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15. Grantor agrees to allow Lender or Lender's agents to enter the Property
during regular business hours upon at least 48 hours prior notice and inspect it and any
personal property in which Lender is granted a security interest by this Deed of Trust.
16. Grantor may not sell, transfer, or otherwise dispose of any Property,
whether voluntarily or by operation of law, except for condemnation or to obtain utility
easements, without the prior written consent of Lender. If granted, consent may be
conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and
management ability being satisfactory to Lender; and (b) the grantee's executing, before
such sale, transfer, or other disposition, a written assumption agreement containing any
terms Lender may reasonably require, such as a principal pay down on the Obligations,
an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or
any other modification of the Note, this Deed of Trust, or any other instruments
evidencing or securing the Obligations.
Grantor may not cause or permit any Property to be encumbered by any liens,
security interests, or encumbrances other than the liens securing the Obligation and the
liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions
without the prior written consent of Lender. If granted, consent may be conditioned upon
Grantor's executing, before granting such lien, a written modification agreement
containing any terms Lender may require, such as a principal pay down on the
Obligations, an increase in the rate of interest payable with respect to the Obligations, an
approval fee, or any other modification of the Note, this Deed of Trust, or any other
instruments evidencing or securing the Obligations.
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;
DEED OF TRUST—HOME CHDO FUNDS Page 9
Housing Channel —3609 Eagle Nest Street Rev. 12-13-2017
d. written notice of default under the Subordinate Instrument and written
notice of the commencement of any action to foreclose or otherwise
enforce the Subordinate Instrument must be given to Lender concurrently
with or immediately after the occurrence of any such default or
commencement; and
e. in the event of the bankruptcy of Grantor, all amounts due on or with
respect to the Obligations and this Deed of Trust will be payable in full
before any payments on the indebtedness secured by the Subordinate
Instrument.
Grantor may not cause or permit any of the following events to occur without the
prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the
corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b)
a limited liability company, the dissolution of the company or the sale, pledge,
encumbrance, or assignment of any of its membership interests, 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.
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Housing Channel —3609 Eagle Nest Street Rev. 12-13-2017
19. If Grantor and Borrower are not the same person, the term Grantor
includes Borrower.
20. Except as may be specifically stated in this Deed of Trust or the Note,
Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for
payment, presentation for payment, notice of intention to accelerate maturity, notice of
acceleration of maturity, protest, and notice of protest, to the extent permitted by law.
21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court
and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust
is placed in the hands of an attorney for enforcement.
22. If any provision of this Deed of Trust is determined to be invalid or
unenforceable, the validity or enforceability of any other provision will not be affected.
23. The term Lender includes any mortgage servicer for Lender.
24. 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 Contract; the debt is secured both by this Deed of Trust and by a vendor's lien
on the Property, which is expressly retained in a deed to Grantor of even date. The
vendor's lien is transferred to Lender by the deed. 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 foreclose either of the liens without
waiving the other or may foreclose 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
1. This Deed of Trust is a "construction mortgage" within the meaning of
Section 9.334 of the Texas Business and Commerce Code. The liens and security
interests created and granted by this Deed of Trust secure an obligation incurred for the
construction or rehabilitation of improvements on land.
2. Grantor agrees to comply with the terms, covenants and conditions of City
Secretary Contract No. 46622-A3 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.
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Housing Channel —3609 Eagle Nest Street Rev. 12-13-2017
3. All amounts disbursed by Lender before completion of the improvements
to protect the security of this Deed of Trust up to the principal amount of the Note will be
treated as disbursements under the Contract. All such amounts will bear interest from the
date of disbursement at the rate stated in the Note, unless collections from Grantor of
interest at that rate would be contrary to applicable law, in which event such amounts will
bear interest at the rate stated in the Note for matured, unpaid amounts and will be
payable on notice from Lender to Grantor requesting payment.
4. From time to time as Lender deems reasonably necessary to protect
Lender's interests, Grantor will, on request of Lender, execute and deliver to Lender, in
such form as Lender directs but subject to the rights of any senior lien holders,
assignments of any and all rights or claims that relate to the construction of
improvements on the Property.
5. In case of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with
or without entry on the Property, may (a) invoke any of the rights or remedies provided in
the Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the
remedies provided in this Deed of Trust, or (c) do both.
F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RESTRICTIONS:
The Note secured by this Deed of Trust is the Note required in the Contract
between Grantor and Lender and has been executed and delivered in accordance
with its terms. The funds advanced by Lender are 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]
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Housing Channel —3609 Eagle Nest Street Rev. 12-13-2017
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.
HOUSING CHANNEL, a xas nonprofit
corpo tion
By:
o a ess, P ent
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on j)�Z4OW 2017 by
Donna VanNess, the President of Housing Channel, a Texas nonprofit corporation, on
behalf of such corporation.
Notary Public, a e of Texas
cp4�L MELISSA MLITCHLER
*®* Notary Public.State of Texas
AFTER RECORDING RETURN TO: a„ Comm.Expires 09-20-2o21
t of Notary ID 12399185-0
City of Fort Worth
City Attorney's Office
Attention: Vicki S. Ganske
200 Texas Street
Fort Worth, Texas 76102
DEED OF TRUST—HOME CHDO FUNDS Page 13
Housing Channel —3609 Eagle Nest Street Rev. 12-13-2017
lly
�,'ti`l.
it'TLE OMB NO.2502-0265 JrA. �'( l B. TYPE OF LOAN
U,S.DEPARTMENT OF HOUSING&URBAN DEVELOPMENT 1.❑ FHA 2.❑ FmHA 3. Conv.Unins. 4.❑ VA 5.❑Conv,Ins.
SETTLEMENT STATEMENT 6. FILE NUMBER: 7. LOAN NUMBER:
102009084
8. MORTGAGE INS CASE NUMBER:
C. NOTE: This form is furnished to give you a statement ofactual settlement costs. Amounts paid to and by the settlement agent are shown.
Items marked'jPOCJ'were pard outside the closing;they are shown here for informational purposes and are not included in the totals.
1.0 319B f102009084/38L =
D. NAME AND ADDRESS OF BORROWER: E. NAME AND ADDRESS OF SELLER: F. NAME AND ADDRESS OF LENDER:
Housing Channel City of Fort Worth,a Texas municipal Inwood National Bank
4200 S,Freeway,Tower Ste 307 corporation 7621 Inwood Road
Fort Worth,TX 76115 200 Texas Street Dallas,TX 75209
Fort Worth 76102
G. PROPERTY LOCATION: H_ SETTLEMENT AGENT: I_ SETTLEMENT DATE:
3609 Eagle Nest Street Providence Title Company
Fort Worth,TX 76106 December 18,2017
,Texas PLACE OF SETTLEMENT:
Tarrant County, 4107 S.Bowen Rd,Suite 101 DISBURSEMENT DATE:
Lot(s)7, Block 3R,Jarvis Heights Apartments; Arlington,TX 76016 December 18,2017
D213160719,Tarrant County
J.SUMMARY OF BORROWER'S TRANSACTION K.SUMMARY OF SELLER'S TRANSACTION
100_GROSS AMOUNT DUE FROM BORROWER: 400.GROSS AMOUNT DUE TO SELLER:
101.Contract sales price 6,285.71 401.Contract sales price 6,285.71
102.Persona!property 402.Personal property
1()3.Settlement charges to borrower ine 1400 4,078.00 403,
104.Funds held by Inwood Bank 113,961.00 404,
105.Funds held by City of Fort Worth 71,759.09 405.
Adiustments for items paid by setter in advance Adjustments for items paid by seller in advance
106.Ci (Town taxes 406.Cit /Town taxes
107.County taxes 407.County taxes
108.Assessments 408,Assessments
109. 409,
110, 410.
111 411.
112, 412.
120, GROSS AMOUNT DUE FROM BORROWER 196,083.80 420.GROSS AMOUNT DUE TO SELLER 6,285,71
200.AMOUNTS PAID BY OR IN BEHALF OF BORROWER: 500.REDUCTIONS IN AMOUNT DUE TO SELLER.
201.Depositor earnest money 501 Excess deposit see instructions
202.Principal amount of new loans 115,600.00 502.Settlement charges to seller line 1400
203,Exlstin loans taken subject to 503.Existing loans taken subject to
204.Princi al amount of 2nd loan 60,483.80 504.Payoff o1 first mortgage loan
205.1 st Draw from Inwood$1,639 505.Payoff of second mortgage loan
206. 1 st Draw from COFW$8,724.71 506.
207. 507,
208. 508.
209. 509.
Adjustments for items unpaid by seller Adjustments for items unpaid by seller
210.Cit/Town taxes 510.Ci /Town taxes
211. County taxes 511. County taxes
212 Assessments 512.Assessments
213. 513,
214. 514.
215. 515-
216. 516.
217. 517.
218. 18-
219. 519.
220. TOTAL PAID BYIFOR BORROWER 196,083.80 520.TOTAL REDUC77ON AMOUNT DUE SELLER 0.00
300.CASH AT SETTLEMENT FROMITO BORROWER: 600.CASH AT SETTLEMENT TO/FROM SELLER:
301,Gross amount due from Borrower Line 120 196,083.80 601,Gross amount due to Seller Line 420 6,285.71
302.Less amount paid by/for Borrower Line 220 ( 196,083.80) 602.Less reductions due Seller Line 520 ( 0.00
303,CASH FROMlTO BORROWER 0.00 603. CASH TO SELLER 6,285.71
Printed on 12115117 at 11:49:12AIA 102009084/38 -
HUD-1,Pape 1
L.SETTLEMENT CHARGES
700. TOTAL COMMISSION Based on Price $ (a? % PAID FROM PAID FROM
Division of Commission(line 700)as Follows: BORROWER'S SELLER'S
701. to FUNDS AT FUNDSAT
702 to SETTLEMENT SETTLEMENT
703. Commission Paid at Settlement
The following persons,firms or corporations received a portion of the real estate commission amount shown
above:
704. to
800. ITEMS PAYABLE IN CONNECTION WITH LOAN
801. Loan Oripinatlon Fee 1.0000 % to Inwood National Bank 1,156.00
802. Loan Discount % to
803. Appraisal fee to Northstar Valuation Group,Inc. 465.00
804, Credit report to
805. Lender's Inspection fee to
806. Mort age insurance application fee to
807. Assumption fee to
808. Flood Verification Fee to American Flood Research 18.00
809. to
810. to
811. to
900. ITEMS REQUIRED BY LENDER TO BE PAID IN ADVANCE
901. Interest From 12/18/17 to 01!01116 $ Iday 14 days
902. Mortgage insurance premium for month to
903_ Hazard Insurance premium for year to
904. for year to
905. to
1000.RESERVES DEPOSITED WITH LENDER
1001.Hazard insurance Months (a) $ per Month
1002.Mortgage insurance Months $ per Month
1003.City property taxes Months $ per Month
1004.County property taxes Months (di $ per Month
1005,Annual assessments Months (a7 $ Der Month
1006, Months a $ per Month
1007. Months 0, $ per Month
1008. Months er Month
1100.TITLE CHARGES
1101.Settlement or closing fee to
1102.Abstract or title search to
1103.Title examination to _
1104.Title insurance binder to
1105.Document preparation to
1106.Notary fees to
1107.Attorney's fees to
(includes above item numbers: )
1108,Title insurance to Providence Title Company 1,747.00
(includes above item numbers:
1109.Lender's coverage 196,083.80 1,369.00
1110. Owner's coverage 6,285-71 238.00
1111. Policy Guaranty Fee to Texas Title insurance Guaranty Association 9.00
1112, Escrow Fee to Providence Title Company 435.00
1113. Tax Certificate to Radius Tax Research,LLC 51.00
1114. eRecording 10 Providence Title 16.00
1115, t
1200.GOVERNMENT RECORDING AND TRANSFER CHARGES
1201.Recording fees: Deed $36.00; Moi-aaae $100.00• Releases 136.00
1202.CWCounty tax/stamps: Deed Mortga.ge
1203.Stale tax/stamos: Deed Mortgage
1204,Record UCC to Providence Title 45.00
1205. to
1300.ADDITIONAL SETTLEMENT CHARGES
1301.SurveY to
1302.Pest inspection to
1303. to
1304. to
1305, t
140D.TOTAL SETTLEMENT CHARGES(Enter on Lines 103,Section J and 502,Section K) 1 4,078.00 0.00
Printed on 12115117 e111:49:12AM 102009084/38 -
HUD-1,Page 2
' '. itRA
Borrower: Housing Channel Seller: City of Fort Worth,a Texas municipal
4200 S. Freeway,Tower Ste 307 corporation
Fort Worth,TX 76115 200 Texas Street _
Fart Worth 76102
Lender: Inwood National Bank
City of Fort Worth
Settlement Agent: Providence Title Company
(817)483-9100
Place of Settlement: 4107 S. Bowen Rd,Suite 101
Arlington,TX 76016
Settlement Date: December 18,2017
Disbursement Date: December 18,2017
Property Location: 3609 Eagle Nest Street
Fort Worth,TX 76106
Tarrant County,Texas
Lot(s)7, Block 3R,Jarvis Heights Apartments; D213160719,Tarrant County
Additional Disbursements
Payee/Description Note/Ref.No. Borrower Seller
Providence Title Company 1,269.00
Loan policy premium
Providence Title Company 238.00
Owner's policy premium
Providence Title Company 20.00
T-33 Variable Rate Mtg. End 1 ALTA Form
6-Variable Rate Mortgage
Providence Title Company 25.00
T-39 Balloon Mtg End 1 CLTA Form 111.9-FNMA -
Balloon Mortgage
Providence Title Company 20.00
T-30 Amendment of Tax Exception(T-30,T-3 or
deletion)
Providence Title Company 50.00
T-35 Revolving Credit End 1 ALTA Form 14A ET
AL-Future Advances 1 CLTA Form 108.10-Revolvii
Credit
Providence Title Company 25.00
T-36 Environmental Protection Lien End 1 ALTA
8.1-Environmental Protection
Providence Title Company 100.00
Loan policy premium
Total Additional Disbursements 1,747.00
Printed on 12/15/17 at 11:49:12AM by MMutchler 102009084138
Page 1 of 1
File No.102009084
I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief, it is a true
and accurate statement of all receipts and disbursements made on my account or by me in this transaction.
Housing CI�r n City of Fort Worth,a Texas municipal corporation
BY: � L BY:
FernandCosta
Pen sem'' ��''HL�-�' Ass stant 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 transadtion. I sePte funds to be disbursed in accordance with this statement.
ZZ
'b-7
Settlement A#e1it , 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: Title.18 U.S_ Cade Section 1001
and Section 1010.
HUD-1 Settlement statement-Signature Page 102009084
PROMISSORY NOTE
NAM"Wo 1.
44
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing""""has been omitted due to text length limitations.
Borrower' HOUSING CHANNEL Lender: INWOOD NATIONAL BANK
4200 S FREEWAY,STE 307 7621 INWOOD ROAD
FORT WORTH,TX 76115 DALLAS,TX 75209
Principal Amount: $115,600.00 Date of Note: December 13,2017
PROMISE TO PAY. HOUSING CHANNEL("Borrower")promises to pay to INWOOD NATIONAL BANK J"Lendor'j,or order,In lawful money of
the United States of America,the principal amount of One Hundred Fifteen Thousand Six Hundred&00/100 Dollars($115,600.00)or so much
as may be outstanding,together with Interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the
date of each advance until repayment of each advance or maturity,whichever occurs first.
(D PAYMENT. Borrower will pay this loan In one payment of all outstanding principal plus all accrued unpaid Interest on December 13,2018. In
addition,Borrower will pay regular monthly payments of all accrued unpaid Interest due as of each payment date,beginning January 13,2018,
with all subsequent Interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable
(D Z law,payments will be applied to accrued unpaid Interest;then to principal;then to any unpaid collection costs or escrow;and then to any late
charges. Lender shall accept payments during regular operation hours of 9 am to 3 pm,Monday through Friday;except bank holidays. All other
Uj payments received will be credited as of the next business day or as otherwise permitted by law. Borrower will pay Lender at Lender's address
shown above or at such other place as Lender may designate in writing. Notwithstanding any other provision of this Note,Lender will not
zcharge Interest on any undisbursed loan proceeds. No scheduled payment,whether of prIncIpaI or Interest or both,will be due unless sufficient
to ZZ loan funds have been disbursed by the scheduled payment date to justify the payment
J-- 0
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index
x7 which Is the BANK OF AMERICA PRIME LENDING RATE(the'Index'). The Index is not necessarily the lowest rate charged by Lender on its
loans. If the Index becomes unavailable during the term of this loan,Lender may designate a substitute Index after notifying Borrower. Lender
will loll Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each DAY. Borrower
understands that Lender may make loans based on other rates as well. The Index currently Is 4.2501/6 per annum. Interest prior to maturity on
the unpald principal balance of this Note will be calculated as described In the"INTEREST CALCULATION METHOD"paragraph using a rate of
1.000 percentage point over the Index,adjusted if necessary for any minimum and maximum rate limitations described below,resulting in an
initial rate of 5.250%. NOTICE: Under no circumstances will the interest rate on this Note be less than 5.000%per annum or more than
(except for any higher default rate or Post Maturity Rate shown below)the lesser of 8.000%per annum or the maximum rate allowed by
applicable law. For purposes of this Note,the"maximum rate allowed by applicable law"means the greater of (A) the maximum rate of
interest permitted under federal or other law applicable to the indebtedness evidenced by this Note,or (B) the'Weekly Ceiling"as referred to
in Sections 303-002 and 303-003 of the Texas Finance Code.
INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis;that is,by applying the ratio of the Interest rate
over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance Is
outstanding,unless such calculation would result In a usurious rate,In which case Interest shall be calculated on a per them basis of a year of
365 or 366 days,as the case may be. All interest payable under this Note Is computed using this method. This calculation method results In a
higher effective Interest rate than the numeric Interest rate stated In this Note.
PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be
subject to refund upon early payment(whether voluntary or as a result of default), except as otherwise required by law. Except for the
foregoing,Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Prepayment in full shall consist of
payment of the remaining unpaid principal balance together wtth all accrued and unpaid interest and all other amounts,costs and expenses for
which Borrower is responsible under this Note or any other agreement with Lender pertaining to this loan,and in no event will Borrower ever be
required to pay any unearned interest. Early payments will not,unless agreed to by Lender in writing,relieve Borrower of Borrower's obligation
to continue to make payments of accrued unpaid Interest. Rather,early payments will reduce the principal balance due. Borrower agrees not to
send Lender payments marked"paid In full",'without recourse',or similar language. If Borrower sends such a payment,Lender may accept it
without losing any of Lender's rights under this Note,and Borrower will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts,including any check or other payment instrument that indicates that the payment constitutes
.payment In full"of the amount owed or that Is tendered with other conditions or limttations or as full satisfaction of a disputed amount must be
mailed or delivered to: INWOOD NATIONAL BANK,7621 INWOOD ROAD DALLAS,TX 75209.
POST MATURITY RATE. The Post Maturity Rate on this Note Is the lesser of (A) the maximum rate allowed by law or (B) 18.000%.
Borrower will pay Interest on all sums due after final maturity,whether by acceleration or otherwise,at that rate.
DEFAULT. Each of the following shall constitute an event of default("Event of Default')under this Note:
Payment Default. Borrower fails to make any payment when due under this Note.
Other Defaults. Borrower falls to comply with or to perform any other term,obligation,covenant or condition contained in this Note or in
any of the related documents or to comply with or to perform any term,obligation,covenant or condition contained in any other agreement
between Lender and Borrower.
Environmental Default. Failure of any party to comply with or Perform when due any term,obligation,covenant or condition contained in
any environmental agreement executed in connection with any loan.
False Statements. Any warranty,representation or statement made or furnished!to Lender by Borrower or on Borrower's behalf under this
Note or the related documents is false or misleading in any material respect,either now or at the time made or furnished or becomes false
or misleading at any time thereafter,
Insolvency. The dissolution or termination of Borrower's existence as a going business,the insolvency of Borrower,the appointment of a
receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceedIng under any bankruptcy or insolvency laws by or against Borrower.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,whether by judicial proceeding,self-help,
repossession or any other method,by any creditor of Borrower or by any governmental agency against any collateral securing the loan.
This includes a garnishment of any of Borrowees accounts,including deposit accounts,with Lender. However,this Event of Default shall
not apply If there Is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or
a surety bond for the creditor or forfeiture proceeding,in an amount determined by Lender,in its sole discretion,as being an adequate
reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,endorser,surety,or accommodation party
of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes Incompetent,or revokes or
disputes the validity of,or liability under,any guarantv of the indebtedness evidenced by this Note.
Change In Ownership. Any change in ownership of twenty-five percent(25%)or more of the common stock of Borrower.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of this Note is Impaired.
Insecurity. Lender in good faith believes itself insecure.
Cure Provisions. If any default,other than a default in payment,is curable and if Borrower has not been given a notice of a breach of the
same provision of this Note within the preceding twelve(12)months,it may be cured if Borrower,after Lender sends written notice to
Borrower demanding cure of such default: (1) cures the default within twenty(20)days;or (2) if the cure requires more than twenty
(20)days,immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably precticW.
LENDER'S RIGHTS. Upon default Lender may declare the entire indebtedness, including the unpaid principal balance under this Note,all
accrued unpaid interest,and all other amounts,costs and expenses for which Borrower is responsible under this Note or any other agreement
with Lender pertaining to this loan,immediately due,without notice,and then Borrower will pay that amount.
ATTORNEYS'FEES;EXPENSES. Lender may hire an attDmey to help collect this Note if Borrower does not pay,and Borrower will pay Lender's
reasonable attorneys'fees. Borrower also will pay Lender all other amounts Lender actually incurs as court costs, lawful fees for filing,
recording,releasing to any public office any Instrument securing this Note;the reasonable cost actually expended for repossessing,storing,
PROMISSORY NOTE
Loan No: 104406800 (Continued) Page 2
preparing for sale,and selling any security;and fees for noting a lien on or transferring a certificate of title to any motor vehicle offered as
security for this Note,or premiums or identifiable charges received in connection with the sale of authorized insurance.
GOVERNING LAW. This Note will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of
the State of Texas without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Texas.
CHOICE OF VENUE. If there is a lawsuit,and if the transaction evidenced by this Note occurred in DALLAS County, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of DALLAS County,State of Texas.
DISHONORED CHECK CHARGE, Borrower will pay a processing fee of$25.00 if any check given by Borrower to Lender as a payment on this
loan is dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrower's accounts with Lender(whether
checking,savings,or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may
open in the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by
law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the indebtedness against any
and all such accounts.
LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced,Borrower is not entitled
to further loan advances. The following person or persons are authorized to request advances and authorize payments under the line of credit
until Lender receives from Borrower,at Lenders address shown above,written notice of revocation of such authority: DONNA VANNESS,
President of HOUSING CHANNEL. Borrower agrees to be liable for all sums either. (A) advanced in accordance with the instructions of an
authorized person or (B) credited to any of Borrower's accounts with Lender, The unpaid principal balance owing on this Note at any time may
be evidenced by endorsements on this Note or by Lender's internal records,including daily computer print-outs.
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrowers heirs, personal representatives.
successors and assigns,and shall inure to the benefit of Lender and its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender
reports any inaccurate information about Borrower's account(s) to a consumer reporting agency. Borrowers written notice describing the
specific inaccuracy(ies)should be sent to Lender at the following address: INWOOD NATIONAL BANK 7621 INWOOD ROAD DALLAS, TX
75209.
GENERAL PROVISIONS. If any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Borrower does not agree or
intend to pay,and Lender does not agree or intend to contract for,charge,collect,take,reserve or receive(collectively referred to herein as
"charge or collect"),any amount in the nature of interest or in the nature of a fee for this loan,which would in any way or event(including
demand,prepayment,or acceleration)rause Lender to charge or collect more for this loan than the maximum Lender would be permitted to
charge or collect by federal law or the law of the State of Texas(as applicable). Any such excess interest or unauthorized fee shall,instead of
anything stated to the contrary, be applied first to reduce the principal balance of this loan,and when the principal has been paid in full,be
refunded to Borrower. The right to accelerate maturity of sums due under this Note does not include the right to accelerate any interest which
has not otherwise accrued on the date of such acceleration,and Lender does not intend to charge or collect any unearned interest in the event
of acceleration. All sums paid or agreed to be paid to Lender for the use,forbearance or detention of sums due hereunder shall,to the extent
permitted by applicable law, be amortized, prorated,allocated and spread throughout the full term of the loan evidenced by this Note until
payment in full so that the rate or amount of interest on account of the loan evidenced hereby does not exceed the applicable usury ceiling.
Lender may delay or forgo enforcing any of its rights or remedies under this Nate without losing them. Borrower and any other person who
signs,guarantees or endorses this Note,to the extent allowed by law,waive presentment,demand for payment,notice of dishonor,notice of
Intent to accelerate the maturity of this Note,and notice of acceleration of the maturity of this Note. Upon any change in the terms of this Note,
and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser,shall be released from liability. All such parties agree that Lender may renew or extend(repeatedly and for any length of time)this
loan or release any party or guarantor or collateral;or impair,fail to realize upon or perfect Lenders security interest in the collateral without the
consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other
than the party with whom the modification is made. The obligations under this Note are joint and several.
PRIOR TO SIGNING THIS NOTE,BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
HOUSING,C
_ 1
1 By:
DONNA" VAN S, Presi of H USING
CHANNEL
LENDER:
INWOOD NATIONAL BANK
X
Authorized Signer
�,v.,.,,aumv cw.e•H�d.c�w.,,w,.,o,i...ww,w..,.r..n">cc..v.vuo.cc,n.,e,,.rn.
Page 1 of 6
D217291094 12119120171;32 PM PGS 6 Fee: $36.00 Submitter: CSC ERECORDING SOLUTIONS
Electronically Recorded by Tarrant County Clerk in Official Public Records -r
igAr,( (t�,.vi����,t, Mary Louise Garcia
CONSTRUCTION DEED OF TRUST
RECORDATION REQUESTED BY:
INWOOD NATIONAL BANK
7621 INWOOD ROAD
DALLAS TX 75209
^' WHEN RECORDED MAIL TO:
INWOOD NATIONAL BANK
7621 INWOOD ROAD
DALLAS,TX 75208
M
etLZZ SEND TAX NOTICES TO:
HOUSING CHANNEL
C 4200 S FREEWAY,STE 307
.!r° FORT WORTH,TX 76115 SPACE ABOVE THIS LINE IS FOR RECORDERS USE ONLY
.
-'' O LU THIS DEED OF TRUST is dated December 13, 2017, among HOUSING CHANNEL, whose address Is 4200 S
4 FREEWAY,STE 307, FORT WORTH,TX 76115("Grantor"); INWOOD NATIONAL BANK,whose address is 7621
INWOOD ROAD, DALLAS,TX 75209 (referred to below sometimes as"Beneficiary"); and Gary L Tipton, whose
r3 i,rt address is 7621 Inwood Road,Dallas,TX 75209(referred to below as"Trustee").
CONVEYANCE AND GRANT. For valuable consideration,Grantor convoys to Trustee In trust,with power of sale,for the benefit of Lender as
0 Beneficiary,the following described real property,together with all existing or subsequently erected or affaed buildings,Improvements and
fixtures;and all easements,rights of way,and appurtenances;a1 water and water rights;and all other rights,royattles,and profits relating to
a the real property,Including without limitation such rights as Grantor may have in all minerals,oil,gas,geothermal and similar matters,(the
"Real Property")located in TARRANT County,State of Texas:
L` BEING LOT 6, BLOCK 31R JARVIS HEIGHTS APARTMENTS, AN ADDITION TO THE CITY OF FORT WORTH,
TARRANT COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN DOCUMENT NO.
0213160719,OF THE PLAT RECORDS,TARRANT COUNTY,TEXAS
The Real Property or Its address is commonly known as 3609 EAGLE NEST STREET,FORT WORTH,TX 76106.
Grantor hereby absolutely assigns to Lender(also known as Beneficiary in this Deed of Trust)all of Grantor's right,title,and interest In and to all
present and future leases of the Property and all Rents from the Property. In addition,Grantor grants to Lender a Uniform Commercial Code
security interest In the Personal Property and Rents.
THIS DEED OF TRUST,INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,
IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE,
THE RELATED DOCUMENTS,AND THIS DEED OF TRUST. THIS DEED OF TRUST,INCLUDING THE ASSIGNMENT OF RENTS AND THE
SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,IS ALSO GIVEN TO SECURE ANY AND ALL OF GRANTOR'S OBLIGATIONS
UNDER THAT CERTAIN CONSTRUCTION LOAN AGREEMENT BETWEEN GRANTOR AND LENDER OF EVEN DATE HEREWITH. ANY EVENT OF
DEFAULT UNDER THE CONSTRUCTION LOAN AGREEMENT,OR ANY OF THE RELATED DOCUMENTS REFERRED TO THEREIN,SHALL ALSO
BE AN EVENT OF DEFAULT UNDER THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS:
PAYMENT AND PERFORMANCE Except as otherwise provided in this Deed of Trust.Grantor shall pay to Lender all amounts secured by this
Deed of Truss as they become due,and shall strictly and in a timely manner perform all of Grantor's obligations under the Note,this Deed of
Trust,and the Related Documents.
VENDOR'S LIEN. The debt evidenced by the Note is in part or total payment of the purchase price of the Property;the debt is secured by both
this Deed of Trust and by a vendors lien on the Property,which Is expressly retained In the deed of the Property to Grantor. This Deed of Trust
does not waive the vendor's lien,and the two(lens and the rights created by this Instrument shall be cumulative. Lender may elect to foreclose
under either of the piens without walving the other or may foreclose under both. The deed wherein the vendors lien is retained Is Incorporated
into this Deed of Trust.
CONSTRUCTION MORTGAGE. This Deed of Trust Is a'construction mortgage'for the purposes of Sections 4-334 and 2A-309 of the Uniform
Commercial Code,as those sections have been adopted by the Slate of Texas.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantors possession and use of the Property shell be governed by
the following provisions:
Possession and Use. Until the occurrence of an Event of Default,Grantor may (1) remain in possession and control of the Property, (2)
use,operate or manage the Property,and (3) collect the Rents from the Property.
Duty to Maintain. Grantor shall maintain the Property In tenantable condition and promptly perform all repairs, replacements, and
maintenance necessary to preserve Its value.
Compliance With Environmental Leas. Grantor represents end warrents to Lender that: (1) During the period of Grantors ownership of
the Property,there has been no use,generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous
Substance by any person on,under,about or from the Property, (2) Grantor hes no knowledge of,or reason to believe that there hes
been,except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws,
(b) any use,generation,manufacture,storage,treatment,dsp>oeaf.release or threatened release of any Hazardous Substance on,under,
about or from the Property by any prior owners or occupants of the Properly,or (c) any actual or threatened litigation or claims of any
kind by any person relating to such matters:and (3) Except as previously disclosed to and acknowledged by Lender In writing, (a) neither
Grantor nor any tenant,contractor,agent or other authorized user of the Property shall use,generale,manufacture,store,treat,dispose of
or release any Hazardous Substance on,under,about or from the Property;and (b) any such activity shalt be conducted in Compliance
with 9 applicable federal,state,and local laws,regulations and ordinances,including without limitation all Environmental Laws. Grantor
autfwrizea Lender and its agents to enter upon the Property to make such inspections and tests,at Grantors expense,as Lender may deem
appropriate to determine compliance of the Property with this section of the Deed of Trust Any Inspections or tests made by Lender shall
be for Lenders purposes only and shell not be construed to create any responsibility or liability on the part of Lender to Grantor or to any
other person The representations and warranties contained herein are based on Grantors due diligence In Investigating fire Property for
Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or conWftxjdon in the
event Grantor becomes gable for cleanup or other costs under any such laws;and (2) agrees to indemnify,defend,and hold harmless
Lender against any and all darns,losses,liabilities,damages,p onaities,and expenses which Lender may directly or indirectly sustain or
suffer resulting from a breach of this section of the Deed of Trust or as a consequence of arty use,generation,rnenufadure,storage,
disposal,release or threatened release occurring prix to Grantors ownership or interest in the Property,whether or not the same was or
should have been known to Grantor. The provisions of this section of the Deed of Trust,including the obligation to indemnify and defend,
shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shag not be
affected by Lander's acquisition of any interest in the Properly,whether by foreclosure or otherwise.
Nuisance,Waste. Grantor shall not cause,conduct or permit any nuisance nor commtL permit,or suffer any stripping of or waste on or to
the Property or any portion of the Property. Without limiting the generality of the foregoing,Grantor wlI not remove,or grant to any other
party the right to remove,any timber,rrdnaras(Including oil and gas),coal,clay,scoria,soil,gravel or rock products without Lenders prior
written consent. This restriction will not appy to rights and easements(such as gas and al)not owned by Grantor and of which Grantor
has informed Lender in writing prior to Grantors signing of this Deed of Trust.
Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lenders prior written
consent. As a condition to the removal of any Improvements,Lender may require Grantor to make arrangements satisfactory to Lender to
replace such Improvements with Improvements of at least equal value.
Lenders Right to Enter. Lender and Lender's agents and representatives may enter upon the Reap Property at all reasonable times to attend
to Lenders interests and to Inspect the Reap Property for purposes of Grantors compliance with the terms and conditions of this Deed of
Trust.
Page 2 of 6
DEED OF TRUST
Loan No:104406800 (Continued) Page 2
Compliance with Governmental Requlremerds. Grantor shall promptly comply with all Laws,ordinances,and regulations,now or hereafter
in effect,of all governmental authorities applicable to the use or occupancy of the Property,Including without limitation,the Americans
With Disabilities Act. Grantor may contest in goad faith any such law,ordinance, or regulation and withhold compliance during any
proceeding,including appropriate appeals,so long as Grantor has notified Lender in writing prior to doing so and so long as,in Lender's
sole opinion.Lender's interests in the Property are not jeopardized_ Lender may require Grantor to post adequate security or a surely bond,
reasonably satisfactory to Lender,to protect Lender's interest
Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do an other acts,in addltion to those
We set forth above in this section,which from the character and use of the Property are reasonably necessary to protect and preserve the
Property.
Construction Loan. If some or all of the proceeds of the loan creating the Indebtedness are to be used to construct or complete
construetlon of any Improvements on the Property,the Improvements shall be completed no later than the maturity date of the Note(or
such earlier date as Lender may reasonably establish)and Grantor shall pay fn full all costs and expenses in connectlon with the work.
Lender will disburse loan proceeds under such terms and conditions as Lender may deem reasonably necessary to insure that the interest
created by this Deed of Trust shall have priority over all possible Ilene,including those of material suppliers and workmen. Lender may
require,among other things,that disbursement requests be supported by recelpled bills,expense affidavits,waivers of liens,construction
progress reports,and such other documentation as Lender may reasonably request.
TAXES AND LIENS. The following provisions relating to the taxes and liens on Ute Property are part of this Deed of Trust:
Payment. Grantor shall pay when due(and in all events prior to delinquency)all taxes,special taxes,assessmants,charges(including
water and sewer),fines and impositions levied against or on account of the Property,and shag pay when due all claims for work done on or
for services rendered or material furnished to the Property. Grantor shall maintain the Property free of all liens having priority over or equal
to the interest of Lender under this Deed of Trust,except for the lien of taxes and assessments not due and except as otherwise provided
In this Deed of Trust
Right to Contest. Grantor may withhold payment of any tax, assessment,or claim in connection with a good faith dispute over the
Obligation to pay,so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment,
Grantor shall within fiflean(15)days after the lien arises or,If a lien is filed,within fifteen(15)days after Grantor has notice of the filing,
secure the discharge of the lien,or If requested by Lender,deposit with Lender cash or a sufficient corporate surety bond or other security
satisfactory to Lender In an amount sufficient to discharge the lien plus any costs and Lender's reasonable attorneys'fees,or other charges
that could accrue as a result of a foreclosure or sale under the lien. In any contest,Grantor shall defend itself and Lender and shall satisfy
any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond
furnished In Use contest proceedings.
Evidence of Payment. Grantor shell upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall
authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against
the Property.
Notice of Construction. Grantor shall notify Lender at least fifteen(15)days before any work is commenced,any services are furnished,or
any materials aro supplied to the Properly,If any mechanic's lien,materialmen's lien,or other lien could be aaserted on account of the
work,services,or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor
can and will pay the coat of such improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to Insuring the Property are a part of this Dead of Trust.
Maintenance of Insurance. Grantor shall procure and maintain pollcles of fire insurance with standard extended coverage endorsements on
a replacement basis for the full insurable value covering all Improvements on the Real Property In an amount sufficient to avoid application
of any coinsurance clause, and with a standard mortgagee clause In favor of Lender_ Grantor shall also procure and maintain
comprehensive general liability insurance in such coverage amounts as Lender may request with Trustee and Lender being named as
additional insureds in such liability insurance policies. Additionally.Grantor shall maintain such other Insurance,including but not limited to
hazard,business interruption,.and boiler insurance,as Lender may reasonably require. Policies shall be written in form,amounts,coverages
and basis reasonably acceptable to Lender,with losses made payable to Lender. GRANTOR MAY FURNISH THE REQUIRED INSURANCE
WHETHER THROUGH EXISTING POLICIES OWNED OR CONTROLLED BY GRANTOR OR THROUGH EQUIVALENT INSURANCE FROM ANY
INSURANCE COMPANY AUTHORIZED TO TRANSACT BUSINESS IN THE STATE OF TEXAS. N Grantor fails to provide any required
insurance or fails to continue such insurance in force,Lender may,but shall not be required to,do so at Grantor's expense,and the cost of
the insurance will be added to the Indebtedness. It any such Insurance is procured by Lender,Grantor will be so notified,and Grantor will
have Ute option of k imishing equivalent insurance through any insurer authorized to transact business In Texas. Grantor,upon request of
Lender,will deliver to Lender from time to time the policies or certificates of insurance In form satisfactory to Lender,including stipulations
that coverages will root be cancelled or diminished without at least fifteen(15)days prior written notice to Lender. Each insurance policy
also shall include an endorsement providing that coverage in favor of Lender will not be Impaired in say way by any act,omission or default
of Grantor or any other person. Should the Beat Property be located in an area designated by Ute Administrator of the Federal Emergency
Management Agency as a special flood hazard area,Grantor agrees to obtain and maintain Federal Flood Insurance,if available,within 45
days after notice is given by Lender that Ute Property is located in a special flood hazard area,for the fug unpaid principal balance of the
loan and any prior liens on the property securing the ban,up to the maximum policy limits set under the National Flood Insurance Program,
or as otherwise required by lender,and to maintain such insurance for the term of the loon.
Application of Proceeds. Grantor shall promptly notify Lender of arty loss or damage to the Property. Lender may make proof of loss If
Grantor fails to do so within fifteen (f 6)days of the casualty. Whether or not Lenders security is impaired,Larder may, at Lenders.
election,receive ant retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness,payment of any lien
affecting the Property,or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair,Grantor
shall repair or replace the damaged or destroyed Improvements In a manner satisfactory to Lender. Lender shall,upon satisfactory proof of
such expenciltum,pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default
under this Dead of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not
committed to t o repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust,then
to pay accrued Interest, and the-remainder,if any,shag be applied to the prbmcipud balance of the Indebtedness. !f Lerder holds any
proceeds after payment in full of the Indebtedness,such proceeds shall be paid to Grantor as Grantor's interests may appear.
Granters Report on insurance. Upon request of Lender,however Trot more than once a year,Grantor shall furnish to Lender a report on
each existing policy of insurance shaving: (1) the name of the insurer, (2) the risks insured; (3) the amount of the policy; (4) the
Prop"insured,the than current replacement value of such property,and the manner of detennirwtg that value;and (5) the expiration
date of the policy. Grantor shall,upon request of Lender,have an Independent appraiser satisfactory to Lender determine the cash value
replacement coal of the Property.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lenders Interest In the Property or If Grantor
fails to comply with any provision of this Deed of Trust or any Related Documents,including but not limited to Grantors failure to discharge or
pay when due any amounts Grantor is required to discharge or pay under this Dead of Twat or any Related Documents,Lender on Grantor's
behaU may(but shall not be obligated to)take any action that Lender deems appropriate,including but not limited to discharging OF paying all
taxes,lions,security interests,encumbrances and other claims,at any time levied or plated on the Property and paying all costs for insuring,
maintaining and preserving the Property. All such expenditures paid by Lender for such purposes will then bear Interest at the Note rate from
the date paid by Lender to the date of repayment by Grantor. To the extent permitted by applicable law,all such expenses will become a pari of
the Indebtedness and,at Lenders option,will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among
and be payable with any installment payments to become due during either (1) the term of any applicable insurance pollcy;or (2) the
romainirg term of the Note;or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Deed of Trust
also will secure payment of these amounts_ Such right shall be in addition to ag other rights and remedies to which Lender may be entitled upon
Default.
WARRANTY;DEFENSE OF TITLE. The following provisions relating to ownership of The Property are a part of this Dead of Trust
Title. Grantor warrants that: (a)Grantor holds good and marketable title of record to the Property in fee simple,free and dear of all liens
and encumbrances other than those set forth in the Real Properly description or in any title Insurance policy,title report,or final title opinion
issued In favor of,and accepted by,Lender In connection with this Deed of Trust,and (b)Grantor has the full right,power,and authority
to execute and deliver this Deed of Trust to Lender.
Defense of Title. Subject to the exception in the paragraph above,Grantor warrants and will forever defend the title to the Property against
Page 3 of 6
DEED OF TRUST
Loan No: 104406800 (Continued) Page 3
the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantors lithe or the Interest of
Trolee or Lender under this Deed of Trust.Grantor shall defend the action at Grantors expense. Grantor may be the nominal party In
such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of
Lenders own choice,and Grantor will deliver,or cause to be delivered,to Lander such instruments as Lender may request from time to
time to permit such participation.
Compliance With Laws. Grantor warrants that the Property and Grantors use of the Property oomplies with all existing applicable laws,
ordinances,and regulations of governmental aut orities_
Survival of Representations and Warranties. All representations,warranties,and agreements made by Grantor in this Deed of Trust shat
survive the execution and delivery of this Dead of Trust,shall be continuing in nature,and shall remain in full force and effect unlit such
lime as Grantors Indebledness shat be paid In full.
CONDEMNATION,JUDGMENTS AND AWARDS. The following provisions rotating to condemnation proceedings,judgmerds, decrees and
awards for injury to the Property are a part of this Deed of Trust:
Proceedings. If any proceeding in condemnation is filed,Grantor shat promptly notify Lender in writing,and Grantor shall promptly take
such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding,but
Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice,and Grantor
will deliver or cause to be delivered to Lender such Instruments and documentation as may,be requested by Lender from time to time to
permit such participation.
Application of Not Proceeds. To the extent permitted by applicable taw,all judgments,decrees and awards for Injury or damage to the
Property,or any part of the Property,and awards pursuant to proceedings for condemnation of the Property,are hereby absolutely assigned
to Lender,and if all or any part of the Property Is condemned by eminent domain proceedings or by any proceeding or purchase In Bleu of
condemnatlon,Lender may at Its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or
the repair or restoration of the Property. The net proceeds of the award,judgment or decree shall mean the award after payment of all
reasonable costs,expenses,and atomeys fees incurred by Trustee or Lender in connection with the condemnation.
SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Dead of Trust as a security agreement are a part
of this Dead of Trust-
Security Agreement This instrument stall oonstdute a Security Agreement to the extent any of the Property constitutes fixtures,and
Lender shall have all of the rights of a secured parry under the Uniform Commercial Code as amended from time to time.
Security Interest. Upon request by Lender,Grantor shall take whatever action is requested by Lender to perfect and continue Lenders
security Interest in the Rents and Personal Property. In addition to recording this Deed of Trust in the real property records,Larder may,at
any time and without further authorization from Grantor,lite executed counterparts,copies or reproductions of this Deed of Trust as a
financing statanhera. Grantor shall reimburse Lender for all expenses incurred In perfecting or continuing this security interest. Upon
default,Grantor shat not remove,sever or detach the Personal Property from the Property. Upon default,Grantor shall assemble any
Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make It available
to Lender within three(3)days after receipt of wrttlen demand from Lender to the extent permitted by applicable law.
Addresses. The mailing addresses of Grantor(debtor)and Lender(secured party)from which information concerning the security interest
granted by this Deed of Trust may be obtained(each as required by the Uniform Commercial Code)are as stated on the first page of this
Deed of Trust.
FURTHER ASSURANCES;ATTORNEYaN-FACT. The following provisions relating to further assurances and attorney-in•fact are a pert of this
Deed of Trust:
Further Assurancee. At any time,and from time to time,upon request of Lender,Grantor will make,execute and deliver,or will cause to
be made,executed or delivered,to Lender or to Lenders designee,and when requested by Lender,cause to be filed,recorded,refiled,or
rerecorded,as the case may be,at such times and in such offices and places as Lender may deem appropriate,any and all such mortgages,
deeds of trust, security deeds, security agreements,financing statements,continuation statements, instruments of further assurance,
certificates,and other documents as may,in the sole opinion of Lender,be necessary or desirable in order to effectuate,complete,perfect,
continue,or preserve (1) Grantor's obligations under the Note.this Deed of Trust,and the Related Documents,and (2) the liens and
security interests created by this Deed of Trust as first and prior lions on the Property,whether now owned or hereafter acquired by
Grantor. Unless prohibited by law or Lender agrees to the contrary in writing,Grantor shall reimburse Larder for all costs and expenses
incurred in connection with the matters referred to in this paragraph.
Attomey�n-Fact. If Grantor fails to do any of the things referred to In the preceding paragraph,Lender may do so for and in the name of
Grantor and at GranWs expense_ For such purposes, Grantor hereby irrevocably appoints Lender as Grantors attomey4n-tad for the
Purpose of making,executing,delivering,filing,recording,and doing all other things as may,be necessary Of desirable,in Lenders sok
opinion,to accomplish the matters referred to in the preceding paragraph.
FULL PERFORMANCE If Grantor pays all the Indebtedness when due,and otherwise performs all the obligations imposed upon Grantor under
this Deed of Trust,Lender shalt execute and deliver to Grantor a release of this Deed d Trust lien and suitable statements of termination of any
financing statement on file evidencing Lenders security interest in the Rents and the Personal Property_ However,It is agreed that the payment
of all the Indebtedness and performance of such obligations shall not terminate this Owed of Trust unless the liens and Intarasts created hereby
are released by Lender by a proper recordable instrument. Any fling fees required by law shall be paid by Grantor,if permitted by applicable
law.
EVENTS OF DEFAULT. Each of the following,at Lenders option,shall constitute an Event of Default under this Deed of Trust
Paymerht Default. Grantor fails to make any payment when due under the Indebtedness.
Other Defaults. Grantor fails to comply with or to perform any other term,obligation,covenant or condition conlained in this Deed of Trust
or in any of the Related Documents or to comply with or to perform any term,obligation,covenant or condition contained In any other
agreement between Lender and Grantor.
Compliance Default. Failure to comply with any other term,obligation,covenant or condition contained in this Deed of Trust,the Note or In
any of the Related Documents.
Default on Other Payments. Failure of Grantor within the time required by this Dead of Trust to make any payment for taxes or insurance,
or any other payment necessary to prevent filing of or to effect discharge of any lien.
Errvlrenmemal Default Failure of any party to comply with or perform when due any term,obligation,covenant or condition contained in
any environmental agreement executed in connection with the Property,
False Statements. Any warranty,representation or statement made or furnished to Lender by Grantor or on Grantors behalf under this
Deed of Trust or the Related Documents is false or misleading in any material respect,either now or at the time made or furnished or
becomes false or misleading at any time thereafter.
Defective Collateralization. This Dead of Trust or any of the Related Documents ceases to be in full force and effect(including failure of
arty collateral document to create a valid and perfected security interest or lien)at any time and for any reason.
Insolvency. The dissolution or termination of Grantors existence as a going business,the insolvency of Grantor,the appointment of a
receiver for any pan of Grentors property,any assignment for the benefit of creditors,any type of creditor workout,of the commencement
of any proceeding under any bankruptcy or insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedfngs. Commencement of foreclosure or forfeiture proceedings,whether by judicial proceeding,self-help,
repossession or any other method, by any creditor of Grantor or by any governmental agency against any property securing the
Indebtedness_ This Includes a garnishment of any of Grantors accounts,including deposit accounts,with Lender, However,this Event of
Default shall not apply if there Is a good faith dispute by Grantor as to the validity or reasonableness of tie claim which is the basis of the
creditor or forfeiture proceeding and If Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monlas or a surety bond for the creditor or forfeiture proceeding,in an amount determined by Lender,in Its sok discretion,as being an
adequate reserve or bond for the dispute.
Breach of Other Agreement Any breach by Grantor under the[arms W any other agreement between Grantor and Lender that is not
remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other
Page 4 of 6
DEED OF TRUST
Loan No:104406800 (Continued) Page 4
obligation of Grantor to Lender,whether existing now or Inter.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,endorser,surety,or accommodation party
of any of the Indebtedness or any guarantor,endorser,surety,or accommodation parry dies or becomes incompetent,or revokes or
disputes the valldlty of,or 11abiftty under,any Guaranty of the Indebtedness.
Adverse Change, A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or
performance of the Indebtedness is impaired.
Insecurity. Lender in good faith believes itself insecure.
Right to Cure. If any default,other then a default In payment,is curable and if Grantor has not been given a notice of a breach of the same
provision of this Deed of Trust within the preceding twelve(12)months,It may be cured If Grantor,after Lender sends written notice to
Grantor demanding cure of such default: (1) cures the default within twenty(20)days;or (2) if the cure requires more than twenty(20)
days, Immediately Initiates slaps which Lender deems in Lenders sole discretion to be sufficient to cure the default and thereafter
continuos and completes all reasonable and necessary slaps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Dead of Trust,at any time thereafter,Trustee or Lender may
exercise any one or more of the following rights and remedies:
Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and an election to make
expenditures or to take action to perform an obligation of Grantor under this Deed of Trust,after Grantor's failure to perform,shall not
affect Lender's right 10 declare a default and exercise its remedies.
Accelerate Indebtedness. Lender may declare the unpaid principal balance Of the Indebtedness due and payable. In no evenl will Grantor
be required to pay any unearned interest.
Foreclosure. If Lender invokes the power of sale,Trustee,at the request of Lender,may sell all or any portion of the Property at public
auction to the highest bidder for cash at the location within the courthouse designated by the County Commissioners Court,or if no such
area has been designated,at the area designated in the notice of sale within the courthouse,between the hours of 10:00 A.M.and 4:00
P.M.on the first Tuesday of any month,after the Trustee or its agent has given notice of the time and place of We and of the property to
be sold as required by the Texas Property Code,as then amended.
UCC Remedies. With respect to all or any part or the Personal Property,Lender shall have all the rights and remedles of a sectored party
under the Uniform Commercial Code,
Collect Rents. As additional security for the payment of the Indebtedness,Grantor hereby assigns to Lender all Rents as defined in the
Definitions section of this Deed of Trust. Lender shall have the right at any time,and even though no Event Of Default shall have occurred
under this Dead of Trust,to collect and receive the Rents. Lender shall provide any notice required by applicable law with regard to such
enforcement of Its right to collect and receive the Rents. In addition, if the Property is vacant,Lender may rent or tease the Property.
Lender shall not be liable for its failure to rant the Property,to collect any Rents,or to exercise difigence,in any matter relating to the Rents;
Lender shall be accountable only for Rents actually received. Lender neither has nor assumes any obligation as lessor or landlord with
respect to any occupant of the Property. Rents so received shall be applied by Lender first to the remaining unpaid balance of the
Indebtedness,in such order or manner as Lender shall elect,and the residue,If any,shall be paid to the person or persons legally entitled to
the residue.
Truslei s Powers. Grantor hereby jointly and severally authorizes and empowers Trustee to sell all or any portion of the Property together
or in lots or parcels,as Trustee rnay deem expedient,and to execute and deliver to the purchaser or purchasers of such Property good and
sufficient deeds of conveyance of fee simple title, or of lesser estates,and bills of sale and assignments, with covenants of general
warranty made on Grantor's behatf. In no event shall Trustee be required to exhibit,present or display at any such sale any of the Property
to be sold at such sale. The Trustee making such sale shall receive the proceeds of the sale and shall apply the same as provided below.
Payment of the purchase price to Trustee shelf satisfy the liability of the purchaser at any such sale of the Property,and such person shall
not be bound to look after the application of the proceeds.
Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession Of all or any part of the Property,with the
power to protect and preserve the Property,to operate the Property preceding foreclosure or sale, and to collect the Rents from the
Property and apply the proceeds,over and above the cost of the receivership,against the Indebtedness. The receiver may serve without
bond If permitlad by law. Lender's right to the appointinent of a receiver shall exist whether or not the apparent value of the Property
exceeds the Indebtedness by a substantial amount Employment by Lender shall not disqualify a person trom serving as a receiver.
Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise
becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the
purchaser of the Property and shall,at Lender's option,either (1) pay a reasonable rental for the use or the Property, (2) vacate the
Property immediately upon the demand of Lender,or (3) if such tenants refuse to surrender possession of the Property upon demand,the
purchaser shall be antlged to institute and maintain the statutory action of forcible entry and detainer and procure a writ of possession
thereunder,and Grantor expressly waives all damages sustained by reason thereof.
Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or available at law or in
equity-
Sale of the Property. To the extent permitted by applicable law.Grantor hereby waives any and all rights to have the Property marshalled.
M exercising its rights and remedies,the Trustee or Lender shall be free to sell all or any part of the Property together or separately,in one
sate or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Proparty. Trustee may convey all or
any part of the Property to the highest bidder for cash with a general warranty binding Grantor, subject to prior liens and to other
exceptions to conveyance and warranty- Grantor waives all requirements of appraisement,if any. The affidavit of any person having
knowledge of the facts to the effect that proper notice as required by the Texas Property Code was given shall be prime facie evidence of
the fact that such notice was In fact given. Recitals and statements of fact in any notice or in any conveyance to the purchaser or
purchasers of the Property in any foreclosure sale under this Deed of Trust shall be prima facie evidence of the truth of such facts,and all
prerequisites and requirements necessary to the validity,of any such sale shall be presumed to have been performed. Any sale under the
powers granted by this Deed of Trust shag be a perpetual bar against Grantor, Grantor's heirs, successors, assigns and legal
representatives_
Proceeds. Trustee shall pay the proceeds of any sale of the Properly (a)first,to the expenses of foreclosure,including reasonable fees or
charges paid to the Trustee,including but not limited to fees for enforcing the lien,posting for sale,selling,or releasing the Properly, (b)
then to Lender the fug amount of the Indebtedness, (c)then to any amount required by law to be paid before payment to Grantor,and (d)
the balance,A any,to Grantor.
Attorneys'Fees;Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust,Lender shall be entitled
to recover such sum as the court may adjudge reasonable as Lender's attorneys'fees at trial and upon any appeal Whether or not any
court action is involved, and to She extent not prohibited by law, all reasonable expenses Lander Incurs that In tender's opinion are
necessary at any time for the protection of its interest or the enforcement of its rights shalt become a part of the Indebtedness payable on
demand and shall bear interest at the Note rate from the dale of the expendltuue until repaid. Expenses covered by this paragraph include,
without limitation,however subject to any limits under applicable law.Lender's reasonable attorneys'fees and Lender's legal expenses,
whether or not there is a lawsuit,including Lenders reasonable attorneys'fees and expenses for bankruptcy proceedings(Including efforts
to modify or vacate any automatic stay or injunction),appeals,and any anticipated poet-judgment collection services.the cost of searching
records,obtaining title reports (including foreclosure reports), surveyors' reports, and appralsal fees,title insurance, and fees for the
Trustee,to the extent permitted by applicable law. Grantor also will pay any court costs,In addition to all other sums provided by law. In
the event of foreclosure of this Deed of Trust.Lender shall be entitled to recover from Grantor Lender's reasonable attorneys'fees and
actual disbursements that Lender necessarily incurs in pursuing such foredosure.
POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of
Trust:
Powers of Trustee. In addition to all powers of Trustee arising as a matter of law,Trustee shall have the power to take the following
actions with respect to the Property upon the written request of Lender and Grantor. (a)join in preparing and filing a map or plat Of the
Real Property,including the dedication of streets or other rights to the public; (b)join In granting any easement or creating any restriction
on the Real Property;and (c)join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this
Deed of Trust.
Page 5 of 6
DEED OF TRUST
Loan No:104406800 (Continued) Page 5
Obligations to Notify. Trustee shall not be obligated to notify any other lienhotder of the Property of the commencement of a foreclosure
proceeding or of the commencement of any other action to which Lender may avail Itself as a remedy,except to the extent required by
applicable law or by written agreement.
Trustee. In addition to the rights and remedies set forth above,with respect to all or any pert of the Property,the Trustee shall have the
right to foreclose by notice and sale,and Lender shall have the right to foreclose by judicial foreclosure,in either case in accordance with
and to the full extent provided by applicable low.
Substihrfe Trustee. Lender,at Lender's option,from time to time,and more then once,may appoint in writing a successor or substitute
trustee,with or without cause,including the resignation,absence,death,inability,refusal or failure to act of the Trustee. The successor or
substilute trustee may be appointed without ever requiring the resignation of the former trustee and without any formality except for the
execution and acknowledgment of the appointment by the benefiClary of this Deed of Trust The successor or substitote trustee shall then
succeed to all rights,obligations,and duties of the Trustee- This appointment may be made on Lenders behalf by the President,any Vice
President,Secretary.or Cashier of Lender.
NOTICES. Any notice required to be given under this Deed of Trust,Including without limitation any notice of default and any notice of sale
shag be given in writing,and shall be effective when actually delivered,when actually received by telefacsimile(unless otherwise required by
law),when deposited with a nationally recognized overnight courier,or. If malted,when deposited in the United States mail,as first class,
certified or registered MR postage prepaid,directed to the addresses shown near the beginning of this Deed of Trust. Any party may change
Its address for noboes under this Deed of Trusl by giving format written notice to the other parties,specifying dial ohs purpose of the notice is
to change the porty s.address. For notice purposes,Grantor agrees to keep Lender informed at all times of Grantors current address. Unless
otherwise provided or required by law,N there is more then one Grantor,any notice given by Lender to any Grantor is deemed to be notice given
to all Grantors.
DUE ON SALE-CONSENT BY LENDER..LENDER MAY, AT LENDER'S OPTION,DECLARE IMMEDIATELY DUE AND PAYABLE ALL SUMS
SECURED BY THIS DEED OF TRUST UPON THE SALE OR TRANSFER,WITHOUT LENDER'S PRIOR WRITTEN CONSENT,OF ALL OR ANY PART
OF THE REAL PROPERTY,OR ANY INTEREST IN THE REAL PROPERTY, A-SALE OR TRANSFE4' MEANS THE CONVEYANCE OF REAL
PROPERTY OR ANY RIGHT, TITLE OR INTEREST IN THE REAL PROPERTY; WHETHER LEGAL, BENEFICIAL OR EQUITABLE; WHETHER
VOLUNTARY OR INVOLUNTARY;WHETHER BY OUTRIGHT SALE,DEED,INSTALLMENT SALE CONTRACT,LAND CONTRACT,CONTRACT
FOR DEED,LEASEHOLD INTEREST,LEASE-OPTION CONTRACT,OR BY SALE,ASSIGNMENT,OR TRANSFER OF ANY BENEFICIAL INTEREST
IN OR TO ANY LAND TRUST HOLDING TITLE TO THE REAL PROPERTY,OR BY ANY OTHER METHOD OF CONVEYANCE OF AN INTEREST IN
THE REAL PROPERTY, IF ANY GRANTOR IS A CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY, TRANSFER ALSO
INCLUDES ANY CHANGE IN OWNERSHIP OF MORE THAN TWENTY-FIVE PERCENT(25%)OF THE VOTING STOCK,PARTNERSHIP INTERESTS
OR LIMITED LIABILITY COMPANY INTERESTS,AS THE CASE MAY BE,OF SUCH GRANTOR. HOWEVER THIS OPTION SHALL NOT BE
EXERCISED BY LENDER IF SUCH EXERCISE IS PROHIBITED BY FEDERAL LAW OR BY TEXAS LAW.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust
Amendments. This Deed of Trust,together with any Related Documents,constitutes the entire understanding and agreement of the parties
as to the matters set forth in this Deed of Trust No alteration of or amendment to thte Deed of Trust shall be effective unless given in
writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.
Annual Reports. If the Property Is used for purposes other then Grantors residence,Grantor shall famish to Londey upon request,a
certified statement of net operateg Income received from the Property during Grantors previous fiscal year In such form and detail as
Lender shag require. 'Net operating income"shall mean all cash receipts from the Property less all cash expenditures made in connection
with the operation of the Property.
Caption Headings. Caption headings In this Deed of Trust are for convenience purposes only and are not to be used to Interpret or define
the provisions of this Deed of Trust
Merger. There shelf be no merger of the Interestorestate created by this Deed of Trust with any other Interest or estate in the Property at
any time held by or for the benefit of Lender in any capacity,without the written consent of Lender.
Governing Law. This Deed of Trust will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,
the laws of the Stats of Texas without regard to its conflicts of law provisions. This Dead of Trust has been accepted by Lender In the
State of Texas.
Choice of Venue. If there is a lowsuil,and if the transaction evidenced by this Deed of Trust occurred in DALLAS County,Grantor agrees
upon Lenders request to submit to the jurisdiction of the courts of DALLAS County,State of Texas.
No Waiver by Lander. Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is given in writing
and signed by Lender. No delay or omission on the pert of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Deed of Trust shall not prejudice or constitute a waiver of Lenders right otherwise to
demand strict compliance with that provision or any other provision of this Deed of Trust. No prior waiver by LerWer,nor any course of
dealing between Lender and Grantor,shall constitute a waiver of any of Lenders rights or of any of Grantors obligations as to any future
transactions. Whenever the consent of Lender is required under this Deed of Trust,the granting of such consent by Lander In any instance
shall not constitute continuing consent to subsequent instances where such consent is required and In elf cases such consent may be
granted or withheld in the sot-discretion of Lender.
Saverabtlity. If a court of competent jurisdiction finds arty provision of this Deed of Trust to be Illegal,invalid,or unenforceable air to any
circumstance,that finding shall not make the offending provision illegal,invalid,or unenforceable as to any other circumstance. If feasible,
Me offending provision shall be considered modified so that it becomes legal,valid and enforceable. If the offending provision cannot be so
modified, it shall be considered deleted from this Deed of Twat. Unless otherwise required by law, the illegality, invalidity, or
unenforeeabil ly of any provision of this Deed of Tand shall not effect the legality,validity or enforoeabifity of any other provision of this
Deed of Trust_
Successors and Assigns. Subject to any limitations slated In this Dead of Trust on transfer of Grantor's interest,this Deed of Trust shag be
binding upon and inure to&w benefit of the parties,their successors and assigns. If ownership of the Prooerty becomes vested In a person
other than Grantor,Lender,wtthouf notice to Grantor,may deal with Grantor's successors with reference to this Deed of Trust and the
Irhdebteciness by way of forbearance or extension without releasing Grantor from the obligations of this Deed of Trust or liability under the
Indebtedness.
Time is of the Essence. Tome is of the essence in the performance of this Deed of Trust
DEFINITIONS. The following capitalized words and terms shall have the folbwing meanings when used in this Deed of Trust. Unless
specMcally slated to the contrary,all references to dollar amounts shalt mean amounts in lawful money of the United States of America. Words
and terms used In the singular shall include the Mural,and the plural shall include the singular,as the context may require. Words end terms not
otherwise derxhed in this Deed of Trust shall have the meanings attributed to such terms In the Uniform Commercial Code:
Beneficiary, The word'Beneflciary"means 1NWOOD NATIONAL BANK,and Its sucoessors and assigns.
Borrower. The word'Borrower"means HOUSING CHANNEL and Includes all co-signers and co-makers signing the Note and all their
successors and assigns.
Dead of Tnhat The words'Dodd of Trust"mean this Deed of Trust among Grantor,Larder,and Trustee,and includes without imitation all
assignment and seamy irdersel proylg on,relating to the Personal Property and Rends.
Default The word"Defaut"means time Default set forth In this Deed of Trust in the section titled"Default".
ErwironmeMel Laws. The words'Environmental Lowe mean any and all state,federal and local statutes,regutations and ordinances
relating to the protection of human health or the environment,including without timitalion the Comprehensive Environmental Response,
COmpensalion,and Liability Ad of 19130,as amended,42 U.S.C.Section 9601,at seq. ("CERCLA"),the Superfund Amendments and
Reauthorization Act of 1986,Pub.L.No,99398('SARA'),the Hazardous Materials Transportation Act,49 U.S.C.Section 1 SDI,at seq.,
the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901,at seq_, or other applicable stale or federal laws, rules, or
regulations adopted pursuant thereto.
Event of Default. The words"Event of Default"mean any of the events of default set forth in this Dead of Trust in the overdo of default
section of this Deed of Trust-
Grantor. The word"Grantor'means HOUSING CHANNEL.
Page 6 of 6
DEED OF TRUST
Loan No:104406800 (Continued) Page 6
Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surely, or accommodation party to Lender,including
without limitation a guaranty of all or part of the Note.
Hazardous Substances. The words"Hazardous Substances'mean materials that, because of their quantity,concentration or physical,
chemical or Infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when
Improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardoua
Substances'are used In their very broadest sense and include without limitation any and all hazardous or toxic substances,materials or
waste as defined by or listed under the Environmental Laws. The farm'Hazardous Substances"also includes,without limitation,petroleum
and petroleum by-products or arty fraction thereof and asbestos.
Improvements. The word'Improvements'means all existing and future improvements,buildings,structures,mobile homes affixed on the
Real Property,facilities,additions,replacements and other construction on the Real Property.
Indebtedness. The ward"Indebtedness"means all principal,Interest,and other amounts,costs and expenses payable under the Note or
Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or
Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Trustee
or Lender to enforce Grantor's obligations under this Deed of Trust,together with interest on such amounts as provided in this Deed of
Trust.
Lender. The word'Lander'means INWOOD NATIONAL BANK,Its successor$and assigns,
Note. The word"Note'means the Note executed by HOUSING CHANNEL dated December 13, 2017 together with ell renewals of,
extensions of,modifications of, refinancings of,replacements of,increases of,oonsoltdaWns of,and substitutions for the note or credit
agreement-NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE.
Personal property. The words"Personal Property"mean all equipment,fixtures,and other articles of personal property now or hereafter
owned by Grantor,and now or hereafter attached or affixed to the Real Property;together with all accessions,parts,and additions to,all
replacements of,and all substitutions for,any of such property;and together with all proceeds(including without limitation all Insurance
proceeds and refunds of premiums)from any sale or other disposition of the Property.
Property, The word-Property"means collectively the Real Property and the Personal Property.
Real Property. The words'Real Property'mean the real property,interests and rights,as further described in this Deed of Trust.
Related Documents. The words "Related Documents"mean all promissory notes, credit agreements, loan agreements, environmental
agreements,guaranties,security agreements,mortgages,deeds of bust,security deeds,collateral mortgages,and all other instruments,
agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness.
Rents, The word"Rents"means all present and future rents,revenues,Income,issues,royalties,profits,and other benefits derived from
the Property. The word"Rents"shall also mean all"Rents"as defined in Chapter 64 of the Texas Property Code.
Trustee. The word-Trustee"means Gory L Topton,whose address Is 7621 Inwood Road, Dallas,TX 75209 and any substitute or
successor trustees.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST,AND GRANTOR AGREES TO ITS TERMS.
GRANTOR:
Hgt151NG C "7
DONMA "NNEW Pres enc '\HOUSING
CHANNEL-
CORPORATE ACKNOWLEDGMENT
STATE OF J
COUNTY OF
This Instrument was acknowledged before me on _1�('{:_P i.�1C'Jl -20 by DONNA VANNESS,President of
MOUSING CHANNEL a Texas corporation,on behalf of said corporation.
e4 MELISSA IMI TCHLER
*Naaryfublic,State of Tlews No ubllc,Stale of T I
Comm.Explrns 09.20.2021
o NotaryID 12399385
LaserPro,Ver.17.3.0.019 Copr.D+H USA Corporation 1997,2017. All Rights Reserved. -TX H:lCFI1LPLIGOi_FC TR-28714 PR-4