HomeMy WebLinkAboutContract 42289 CITY SECRETARY
CONTRACT NO.
STATE OF TEXAS §
COUNTY OF TARRANT §
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 nonprofit 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 ("HOME"), Program No. M-09-MC-480204 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, local lenders, private industry and neighborhood-based nonprofit 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. (the "Act") and the HOME
Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the
"HOME Regulations" or "Regulations") is to benefit low income citizens by providing
them with affordable housing;
WHEREAS, the Act requires a 15% set-aside of City's HOME funds for
investment only in housing to be developed, sponsored or owned by certain housing
development entities that qualify under the HOME Regulations as a Community Housing
Development Organization("CHDO");
WHEREAS, Developer is a nonprofit corporation managed by a volunteer Board
of Directors and qualified as a CHDO according to HOME Regulations, and is working
to increase the number of quality, accessible, and affordable housing units available to
low and moderate income persons;
WHEREAS, Developer submitted a proposal to use HOME funds for an eligible
project under the HOME Regulations whereby Developer will acquire, rehabilitate and
redevelop 71 existing multifamily rental units located in the 5500 block of Beaty Street in
the City of Fort Worth into 66 multifamily rental units and a community center (the
"Required Improvements" or project), as further described in Exhibit "A"- Project
Summary;
WHEREAS, City citizens and the City Council have determined that the
development of quality, accessible, and affordable housing is needed for moderate, low,
and very low-income citizens of Fort Worth;
OFFICIAL RECORD
CITY SECRETARY
09-20-1 aF�T� M�RIT!�+TX
NOW, THEREFORE, in consideration of the mutual covenants and obligations
and responsibilities contained herein, including all Exhibits and Attachments, and subject
to the terms and conditions hereinafter stated, the Parties understand and agree as
follows:
1. INCORPORATION OF RECITALS.
City and Developer hereby agree that the recitals set forth above are true and
correct and form the basis upon which the Parties have entered into this Agreement.
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:
Accessible Units means units accessible to handicapped tenants. Developer must comply
with Section 504 requirements and other federal accessibility requirements.
The Required Improvements must contain 6 Accessible Units. Of these 6 units, 4 must
be accessible to individuals with mobility impairments, and the other 2 must be
accessible to individuals with visual or hearing impairments.
Affordability Period means the period of time that housing that is purchased, renovated
or constructed with HOME Funds must remain affordable and subject to recapture
provisions for the affordability periods described in 24 CFR Part 92.254 of the HOME
Regulations. Housing assisted with HOME funds must remain affordable housing for the
following minimum periods:
• New construction, 20 years
• Refinancing with rehabilitation, 15 years
• Rehabilitation and/or acquisition of existing housing, then
■ An investment of$14,999 or less per unit, 5 years
■ An investment of$15,000 to $39,999 per unit, 10 years
■ An investment of$40,000 or more per unit, 15 years
The Affordability Period for this project is 15 years. The Affordability Period begins on
the date that the project status is changed to "complete" in HUD's Integrated
Disbursement Information System ("IDIS") maintained by the City and HUD as required
by the HOME Regulations.
Area Median Income (AMI)means the median family income for the Fort Worth-
Arlington metropolitan statistical area as established annually by HUD.
Complete Documentation means a report or reports in a form reasonably acceptable to
City that contains a summary of all HOME eligible costs expended for the Required
Improvements with the following supporting documentation as appropriate: (i) copies of
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invoices for all completed work and other documents such as cancelled checks or wire
transfers necessary to demonstrate that such amounts were actually paid, including
without limitation; (ii) final lien releases signed by the general contractors or appropriate
subcontractors; (iii) copies of all City permits issued for such work and City-issued
"pass" inspections for such work; (iv) documentation to show compliance with M/WBE
bidding process for such work, as applicable; (v) Exhibits A - J; (vi) sufficient proof to
show tenant income eligibility; and (vii) any other document or records reasonably
necessary to verify costs spent for such project.
Completion shall mean the substantial completion of the Required Improvements, as
evidenced by a HUD Compliance Inspection Report with final inspection approval from
the City.
Completion Deadline means May 31,2013.
Effective Date means the date of this Contract is fully executed by the Parties and the
City Secretary as shown by their respective signatures.
HOME Funds means City's HOME funds supplied by City to Developer under the
terms of this Contract.
HOME Unit means a unit that is subject to the HOME Regulations. HOME Units can
be designated as either High and\or Low HOME units.
This project contains 21 Home Units. Of these HOME units, 7 are one-bedroom units, 12
are two-bedroom units, and 2 are four-bedroom units. The HOME units are floating.
High HOME Unit means a unit that must be leased to High HOME Eligible Tenant and
leased for High HOME Rent. High HOME Units can float among units that are
materially similar in number of bedrooms, square footage, and amenities; however, if the
units are not materially similar,then the High HOME units must be fixed.
This project contains 16 High HOME Units.
Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant and
leased for Low HOME Rent. Low HOME Units can float among units that are materially
similar in number of bedrooms, square footage, and amenities; however, if the units are
not materially similar,then the Low HOME units must be fixed.
If there are more than 5 HOME Units, then 20% of the total HOME units must be
designated as Low.
This project contains 5 Low HOME Units.
High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High
HOME Unit, a tenant whose annual income adjusted for family size does not exceed 60%
of AMI, and (ii) for a tenant who is not the first to occupy a High HOME Unit, a tenant
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whose annual income adjusted for family size does not exceed 80% of AMI. Tenant
income must be verified using the most current HUD Income Guidelines and Technical
Guidance for Determining Income and Allowances subject to the income verification
requirements of Section 7.2 of this Contract. The definition of annual income to
determine tenant income eligibility under this Contract shall be the definition contained
in 24 CFR Part 5.609 as amended from time to time.
High HOME Rent means a rent amount that is the lesser of(i) the HUD established Fair
Market Rent for existing comparable housing units in the area; or(ii) 30% of the adjusted
income of a family whose annual income equals 65% of AMI with applicable adjustment
for the bedroom size of the relevant housing unit.
Low HOME Eligible Tenant means a tenant whose annual income adjusted for family
size does not exceed 50% of AMI established by HUD. Tenant income must be verified
using the most current HUD Income Guidelines and Technical Guidance for Determining
Income and Allowances subject to Section 7.2 of this Contract. The definition of annual
income to determine tenant income eligibility under this Contract shall be the definition
contained in 24 CFR Part 5.609 as amended from time to time
Low HOME Rent means a rent amount that is no more than 30% of the annual income
of a family at 50%of AMI adjusted for family size.
Loan Documents means security instruments including without limitation, notes, deeds
of trust, security agreements, guaranties, pledges or other similar security instruments
evidencing, securing or guaranteeing City's interest in the Required Improvements
constructed under this Contract and further evidencing, securing, or guaranteeing
Developer's performance during the Affordability Period, as the same may from time to
time be extended, amended,restated, supplemented or otherwise modified.
Property means the land on which the Required Improvements shall be constructed as
more particularly described in and encumbered by the deed of trust.
Proceeds means proceeds resulting from the investment of the CHDO set-aside funds.
Rental income which is generated by a CHDO-owned project does not constitute
Proceeds. HOME funds recaptured because housing no longer meets affordability
requirements under 24 CFR Part 92(a)(5)(ii) of the HOME Regulations are not
considered Proceeds, and are subject to HOME requirements on program income.
Required Improvements or the project means all the improvements to the Property for
an affordable rental housing project to be constructed on the Property, together with all
fixtures, tenant improvements and appurtenances now or later to be located on the
Property and/or in such improvements. The Required Improvements are commonly
known as the Beaty Street Apartments.
Source Documentation means any documentation allowed under the 24 CFR Part 5.609
definition of annual income.
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3. TERM AND EXTENSION.
3.1 Term.
The term of this Contract begins on the Effective Date and terminates in 2 years
unless terminated as provided in this Contract.
3.2 Extension.
This Contract may be extended for 1 year upon Developer submitting a request
for an extension in writing at least 60 days prior to the end of the Contract term. The
request for extension shall include Developer's anticipated budget and goals and
objectives for the extended term. It is specifically understood that it is within City's sole
discretion whether to approve or deny Developer's request for an additional term. Any
such extension must be in writing as an amendment to this Contract.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Loan of HOME Funds.
City shall loan up to One Million and No/100 Dollars ($1,000,000.00) of HOME
Funds in the form of a subordinate loan to complete the construction of the Required
Improvements, under the terms and conditions described herein(the "Loan").
4.2 City Will Monitor.
City will monitor the activities and performance of Developer and its contractors
as necessary, but no less than annually as required by the HOME Regulations, 24 CFR
Part 92.504.
5. DEVELOPER OBLIGATIONS.
5.1 Required Improvements.
In accordance with the terms and conditions of this Contract, Developer shall
construct the Required Improvements as described in Exhibit"A"—Project Summary.
5.1.1 Inspections.
The project must pass inspection and be approved during the construction period
as shown on a HUD Compliance Inspection Report completed by the City's Housing and
Economic Development Department inspectors .
5.2. Construction Schedule.
Developer will construct the Required Improvements in accordance with the
schedule set forth in the attached Exhibit "C" — Construction Schedule. Developer
shall not begin construction until City sends a Notice to Proceed. Developer's failure to
meet the Construction Schedule shall be an event of default. The City may at its sole
discretion approve any changes to the Construction Schedule after Developer has
submitted a written request for the change and a proposed modified Construction
Schedule. If approved, then the Parties shall execute an amendment to the Contract.
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5.3 Use of HOME Funds.
5.3.1 Expenditures in Compliance with HOME Regulations and Contract.
Developer shall be reimbursed for the project costs with HOME Funds only if-
5.3.1.1
f:5.3.1.1 Costs are eligible expenditures in accordance with HOME
Regulations as determined by the City in its sole discretion.
5.3.1.2 Costs are in compliance with this Contract as determined by the
City in its sole discretion and are reasonable and consistent with
industry norms.
5.3.1.3 Complete Documentation as determined by the City in its sole
discretion is submitted by Developer.
5.3.2 Budget.
Developer agrees that the HOME Funds will be reimbursed in accordance with
Exhibit `B" - Budget. Developer may not increase or decrease line-item amounts in the
Budget without the prior written approval of the director of the Housing and Economic
Development department of the City of Fort Worth.
5.3.3. Security for City's Interest.
To secure City's interest in the Required Improvements in the event that
Developer is unable for any reason to fully complete its obligations under this Contract,
Developer shall execute the Promissory Note and any other Loan Documents and record
the Deed of Trust encumbering the real property on which the Required Improvements
will be constructed. No funds will be paid or reimbursed until the Deed of Trust is
recorded.
5.3.4 Loan Terms and Conditions.
Developer will be required to:
5.3.4.1 Execute a subordinate Promissory Note and Deed of Trust Security
Agreement — Financing Statement and other Loan Documents
secured by Developer's interest in the Property and Required
Improvements in the amount of the Loan.
5.3.4.2 Provide City with a Mortgagee's Policy of title insurance in the
amount of the Loan.
5.3.4.3 Pay all costs associated with closing the Loan.
5.3.4.4 At least 1 business day before closing, Developer will provide to
City the estimated settlement statement.
5.3.4.5 Ensure City's lien is only subordinate to the senior indebtedness
described in a subordination agreement between City and the
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construction lender and/or the permanent finance lender. City
must approve in writing any secured financing that is to be
subordinate to City' Loan.
5.3.4.6 The term of the Loan shall commence on the date of the
Promissory Note and shall terminate with the end of the
Affordability Period.
5.3.4.7 Payment will be deferred throughout the Loan term. The Loan is
forgivable at the end of the Affordability Period, provided that all
Affordability Requirements and HOME Program requirements
have been met and Developer is not otherwise in default of the
Loan terms or of this Contract.
5.3.4.8 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the HOME Regulations and will
not result in the release of the Deed of Trust which must remain in
place until the end of the Affordability Period to secure
Developer's performance hereunder.
5.3.4.9 City agrees that its Loan shall be subordinate to Developer's
construction and/or permanent lenders and City agrees to execute
subordination agreements as requested by the construction and/or
permanent lender. City also agree to execute partial releases as
may be necessary as determined by City in its sole discretion to
allow Developer to complete its obligations under this Contract
provided that Developer is not otherwise in default of the
provisions of this Contract including but not limited to those
provisions relating to tenant income eligibility under the HOME
Program requirements, and so long as the partial release is in the
City's best interest. The Deed of Trust will continue to secure
Developer's performance of its obligations hereunder throughout
the Affordability Period regardless of any repayment of the Loan.
5.3.4.10 Except for permanent loan conversion with Developer's
permanent lender, refinancing by Developer shall require the
review and prior written approval of City for the purpose of
ensuring compliance with the HOME affordability requirements,
which approval shall not be unreasonably withheld.
5.3.4.11 Any failure by Developer to comply with this Section 5.3.4
will be an Event of Default under this Contract and the Loan
Documents.
5.3.5 Payment of HOME Funds to Developer.
HOME Funds will be disbursed to Developer on a reimbursement basis upon
Developer's written and signed request for reimbursement and submission of Complete
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Documentation to City in accordance with Exhibit "C" — Construction Schedule,
attached hereto and made apart hereof for all purposes.
5.3.6 Maintain Affordability Requirements.
Developer shall ensure that Required Improvements shall remain affordable
throughout the Affordability Period as required by the HOME Regulations. There shall
be a 10% payment of the total Loan amount by Developer to City as liquidated damages
if Affordability Requirements are not maintained during Affordability Period.
5.3.6.1 City Monitoring for Affordability Requirements.
City will monitor the activities and performance of Developer and
its contractors in order to ensure that the Required Improvements
remain affordable and are in compliance with the HOME
Regulations and this Contract.
5.3.7 Affordability Requirement Survives Transfer.
The HOME Units must remain affordable without regard to the term of any
mortgage or transfer of ownership, pursuant to the terms of the Loan Documents, any
deed restrictions or other mechanism provided by HUD. Any sale or transfer of the
project during the Affordability Period, excluding a transfer due to condemnation or to
obtain utility services, will require the repayment of any unpaid principal or the new
owner or transferee must affirmatively assume in writing the obligations established
hereunder for the HOME Units.
5.4 Acknowledgement of Completion.
Within 90 days of Completion, Developer shall sign an acknowledgement that
City has met all of its obligations under this Contract, or shall sign a document stating
what City obligations are outstanding. Once City has met all of its obligations, Developer
shall sign an acknowledgement of same.
5.5 HOME Unit Reporting.
Developer must notify the City in writing within 30 days of either of the
following occurrences:
5.5.1 any HOME Unit is occupied by a tenant who is not income eligible or,
5.5.2 any HOME Unit remains vacant for more than 90 days.
6. RENTAL HOUSING CONSTRUCTION WITH HOME FUNDS
6.1 Construction to Conform to All Applicable Laws, Building Codes and
Ordinances.
All plans, specifications and construction for the Required Improvements shall (i)
conform to all applicable Federal, state and local laws, ordinances, rules and regulations,
including HOME Regulations; (ii) meet all City building codes; (iii) be certified as
meeting the Energy Conservation requirements as required by the State of Texas in
Chapter 11 of the International Residence Code; (iv) for new construction, must conform
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to the Model Energy Code, published by the Council of American Building Officials; and
(v) pass inspection by City's Housing and Economic Development Department
inspectors. Housing units constructed with HOME Funds furnished under this Contract
shall meet all applicable standards under City Codes and ordinances.
6.2 Property Standards.
Developer shall comply with the requirements contained in 24 CFR Part 92.251
as relates to Property Standards and Housing Quality Standards (HQS), and Accessibility
Standards under 24 CFR Part 92.251 (a)(3) as applicable, for the Required
Improvements.
6.2.1 Property Maintenance and Inspections.
Developer shall ensure that the project is maintained to the standards described in
Section 6 for the duration of the Affordability Period. City will verify maintenance of the
project to these standards through on-site inspections according to the following schedule
as applicable: for projects with 1 to 4 units, every 3 years; for projects with 5 to 25 units,
every 2 years; for projects with 26 or more units, every year.
6.3 Lead-Based Paint Requirements.
If the Required Improvements include units built prior to 1978, Developer must
conduct a lead assessment in accordance with Lead Based Paint Requirements as found
in 24 CFR Part 92.355 and 24 CFR Part 35. Developer will comply with Federal lead-
based paint requirements including lead screening in housing built prior to 1978 in
accordance with 24 CFR Part 92.355, 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 rehabilitation of the Required Improvements.
6.4 Approval by City of Plans and Specifications Not Release of
Responsibility.
Approval of any plans and specifications relating to the Required Improvements
by City shall not constitute or be deemed (i) to be a release of the responsibility or
liability of Developer or any of its contractors, their respective officers, agents,
employees and subcontractors, for the accuracy or the competency of the plans and
specifications, 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 investigation, surveys, designs, working drawings and specifications
or other documents by Developer or any of its contractors, and their respective officers,
agents, employees and subcontractors.
6.5 Approval by City of Subcontractors.
Developer will use commercially reasonable efforts to ensure that all
subcontractors utilized by Developer or Developer's general contractor are appropriately
licensed and such licenses are maintained throughout the construction of the Required
Improvements. Developer shall ensure that all subcontractors utilized by Developer or
Developer's general contractor in the construction of the Required Improvements are not
debarred or suspended from performing the subcontractor's work within the City, the
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State of Texas, or the Federal government. Developer must confirm that all
subcontractors are not listed on the Federal Excluded Parties List System, www.epls.gov,
and must submit printed verification of such searches with the first reimbursement
request which include invoices from any subcontractor. Failure to submit such proof
shall be an event of default. In the event that City determines that any subcontractor has
been debarred, suspended, or is not properly licensed, Developer or Developer's general
contractor shall immediately cause the subcontractor to stop work on the project. In the
event that any subcontractor has been debarred, suspended, or is not properly licensed,
Developer or Developer's general contractor shall not be reimbursed for any work
performed by such subcontractor. However, this Section should not be construed to be an
assumption of any responsibility or liability by City for the determination of the
legitimacy, quality, ability, or good standing of any subcontractor.
7. TENANT SELECTION AND INCOME VERIFICATION.
7.1 Income Eligibility.
Developer must use the annual income definition used by 24 CFR 5.609 to establish
tenant income eligibility. Developer shall use the most current HUD Income Guidelines
and Technical Guidance for Determining Income and Allowances to determine tenant
eligibility.
7.2 Income Verification.
7.2.1 Before executing any lease, Developer must verify all new tenants'
income eligibility with Source Documentation. Afterward, Developer must annually
verify the tenant's income, but may use the City-approved tenant self-certification form
attached hereto as Exhibit K rather than Source Documentation.
7.2.2 Not withstanding the foregoing, every 6th year of the Affordability Period,
Developer must verify the income eligibility of all tenants with Source Documentation.
7.2.3 Developer must maintain copies of such Source Documentation and all
tenant self-certification forms as required under this Contract.
7.3 Tenant Lease.
Developer shall use a tenant lease that complies with the provision in the HOME
Regulations, 24 CFR Part 92.253, regarding the following issues:
7.3.1 Length of lease term shall not exceed 2 years and may not be shorter than 1
year.
7.3.2 Lease may not include agreement by tenant to allow landlord to take, hold
or sell tenant's property without notice.
7.3.3 Lease may not include agreement by the tenant to excuse owner from
responsibility for intentional or negligent acts.
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7.3.4 Lease may not authorize owner to institute a lawsuit without notice to the
tenant.
7.3.5 Lease may not include agreement by tenant to waive a jury trial or right of
appeal.
7.3.6 Lease may not include an agreement by tenant to pay legal costs of court
proceeding even if the tenant prevails in those proceedings regardless of outcome.
7.3.7 Within 30 days of execution of each lease for HOME Units, Developer
must submit to City Exhibit"F"—Tenant Demographic Report.
7.3.8 Developer shall provide City copies of revised lease forms within 30 days
of any change to its lease form.
7.4 Tenant Rent.
As applicable to the number of HOME Units designated for the Required
Improvements and outlined in Exhibit"A" - Project Summary, rents charged to tenants
are subject to the HOME Regulations at 24 CFR 92.252 (a) and (b). Rents charged to
tenants in HOME Units are subject to review and approval by City. Under no
circumstances may the maximum rental amounts charged to tenants of HOME Units
exceed the High Home Rent minus monthly allowances for utilities and services
(excluding telephone) established by HUD. Developer agrees to abide by HUD-approved
schedules of HOME rent levels and locally adopted utility allowances published by the
Fort Worth Housing Authority.
7.5 Tenant Selection.
Within 30 days of Contract execution, Developer must submit to City for
approval written tenant selection policies and criteria that address the following:
7.5.1 Tenant Selection policy must be consistent with the purpose of providing
housing for very low and low income persons.
7.5.2 Tenant Selection policy must provide for:
7.5.2.1 The selection of tenants from a written waiting list in the
chronological order of their application, insofar as is practicable;
7.5.2.2 The prompt written notification to any rejected applicant of the
grounds for such rejection; and
7.5.2.3 Bi-lingual leasing and management assistance.
7.5.3 Holders of rental assistance subsidies (such as HUD's Housing Choice
Voucher or similar subsidy) must not be excluded from renting a unit in the Required
Improvements.
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7.5.4 The Tenant Selection policy must address non-discrimination and
affirmative marketing as discussed in Section 7.6.
7.5.5 The Developer must market accessible units in the following order:
7.5.5.1 Market within the project to persons requiring an accessible unit.
7.5.5.2 Reference waiting list to check for persons requiring accessible
unit.
7.5.5.3 Market to general community for persons requiring accessible unit.
7.5.5.4 Market to persons that do not require accessible unit.
7.5.6 The Tenant Selection policy must address lease requirements as discussed
in Section 7.3.
7.5.7 The Tenant Selection policy must address managing HOME Unit mix
under HOME Regulations.
7.5.8 The Tenant Selection policy must comply with state and local
tenant/landlord laws.
7.6 Affirmative Marketing.
Developer must adopt and implement affirmative marketing procedures and
requirements for all housing assisted with HOME Funds as required by 24 CFR 92.351 if
the project involves the construction of 5 or more HOME Units. The procedures and
requirements must include methods for informing the public, owners and potential
tenants 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. The procedures
and requirements must also include the designation of an individual that will be
responsible for marketing the project and establishing a clear application screening plan
and the maintenance of documentation and records to evidence affirmative marketing
procedures have been implemented. Developer's affirmative marketing procedures must
be submitted to City for approval prior to implementation. City shall have no
responsibility with regard to affirmative marketing of the project.
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 cannot be incurred until City has
conducted and completed an environmental review of the proposed project site as
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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 prior to the
environmental clearance, and any violation of this provision will result in the denial of
any funds under this Contract.
8.2 Contract Not Constituting Commitment of Funds or Site Approval.
Notwithstanding any provision of this Contract, the Parties agree and
acknowledge that this Contract does not constitute a commitment of funds or site
approval, and that such commitment of funds or approval may occur only upon
satisfactory completion of environmental review and receipt by City of an authorization
to use grant funds from HUD under 24 CFR Part 58.
8.3 Compliance with the Uniform Relocation Act.
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.
8.4 Compliance with Davis-Bacon. Developer will comply with the
Davis-Bacon Act as described in Section 15.14 and Exhibit J of this Contract. In order to
monitor for compliance, Developer shall provide City access to employee payrolls,
contractor and subcontractor payrolls and other wage information for persons performing
construction of the Required Improvements. In addition, Developer shall ensure that City
will have access to employees, contractors and subcontractors and their employees in
order to conduct onsite interviews with laborers and mechanics.
8.5. Monitoring.
8.5.1 Developer understands and agrees that it will be subject to monitoring by
City for compliance with the HOME Regulations for the duration of the Affordability
Period and until the project is closed in HUD's IDIS system. Developer will provide
reports and access to project files as requested by City during the Affordability Period
and for five (5) years after closeout of this Contract in HUD's IDIS system, and will meet
all the reporting requirements set out in this Contract. This Section shall survive the
termination or expiration of this Contract.
8.5.2 City shall have access at all reasonable hours to the Developer's records
that are related to the use of the HOME Funds, and its officers, directors, agents,
employees, and contractors for the purpose of such monitoring.
8.5.3 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 of the
adequacy and timeliness of Developer's performance under this Contract. After each
monitoring visit, City shall provide Developer with a written report of the monitor's
findings. If the monitoring report notes deficiencies in Developer's performance, the
report shall include requirements for the timely correction of said deficiencies by
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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 in Section 11.
8.6 Developer Procurement Standards.
Developer shall establish procurement procedures to ensure that materials and
services are obtained in a cost effective manner. When procuring services to be provided
under this Contract, Developer shall comply at a minimum with the procurement
standards at 24 CFR Part 84.40 through 24 CFR Part 84.48. Developer shall comply with
all applicable federal, state and local laws, regulations, and ordinances for making
procurements under this Contract.
8.7 Cost Principles/Cost Reasonableness.
Developer shall administer its use of HOME Funds in compliance with OMB
Circular A-122, "Cost Principles for Non-Profit Organizations", as amended from time to
time. The allowability of costs incurred for performance rendered shall be determined in
accordance with OMB Circular A-122 as supplemented by the provisions of this
Contract.
8.8 Terms Applicable to Contractors and Subcontractors.
Developer understands and agrees that all terms of this Contract, whether
regulatory or otherwise, shall apply to any and all contractors and subcontractors of
Developer which are in any way paid with HOME Funds or who perform any work in
connection with Developer's program. Contractor 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 it obligations hereunder. Developer shall monitor the services and
work performed by its contractors and subcontractors on a regular basis for compliance
with the HOME Regulations and Contract provisions. Developer is liable for all failure to
perform and violations of the HOME Regulations by its contractors or subcontractors.
City maintains the right to insist on Developer's full compliance with the terms of this
Contract and Developer is responsible for such compliance regardless of whether actions
taken to fulfill the requirements of this Contract are taken by Developer or by
Developer's contractors or subcontractors.
8.9 Proceeds.
Developer as a CHDO shall be permitted to retain any Proceeds, and use such
funds for any low-income housing activities or operational support of the CHDO.
9. REPORTING AND DOCUMENTATION REQUIREMENTS.
Developer shall maintain a record-keeping system as part of its performance of
this Contract and shall promptly provide City with copies of any document City deems
necessary for the effective fulfillment of City's monitoring and evaluation
responsibilities. Specifically, Developer will keep or cause to be kept an accurate record
of all actions taken and all funds spent,with supporting and back-up documentation.
10. REIMBURSEMENT REQUIREMENTS.
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10.1 With each reimbursement request, Developer shall provide City with the
following reports and supporting documentation:
10.1.1 Exhibit "E" — Narrative Report. This report shall contain information
detailing activities since last submitted reimbursement request.
10.1.2 Exhibit "G" - Request For Funds. This report shall contain the amount
of funds requested for reimbursement and shall be signed by the authorized signatory of
the Developer.
10.1.3 Exhibit "H" - Detail Statement of Costs. This report shall contain
information regarding the current reimbursement request and cumulative balance and
shall be signed by the authorized signatory of the Developer.
10.1.4 Exhibit "I" - Expenditures Worksheet. This report shall and shall be
signed by the authorized signatory of the Developer and shall contain an itemized
listing of all eligible expenses requested for reimbursement. In order for this report to
be complete the following must be submitted:
10.1.4.1 Invoices for all expenses listed—the invoice must clearly show it
pertains to the site described in the project description;
10.1.4.2 Proof that the expenses were paid by the Developer which can be
satisfied by cancelled checks, wire transfers or other appropriate
banking documentation; and
10.1.4.4 Lien releases as City reasonably determines necessary. The final
reimbursement shall not be disbursed until all liens are released
to City's satisfaction as evidenced by a title report and proof of
Completion is provided.
10.1.5 Exhibit"J"- Davis Bacon Report.
10.2 The City retains the right to change reporting requirements and forms at its
discretion. Upon such change, then the Parties shall execute an amendment to the
Contract.
10.3 Withholding Payment. IF THE REQUIRED REPORTS AND
APPROPRLATE SUPPORTING DOCUMENTATION ARE NOT RECEIVED BY
THE DUE DATE, CITY SHALL WITHHOLD PAYMENTS REQUESTED
UNDER THIS CONTRACT. Failure to submit required reports shall be an event
of default.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements
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11.1.1 If Developer fails to begin construction, which for the purposes of this
Contract shall be defined as substantial completion of the rehabilitation of the buildings
as described on Exhibit "A" — Project Summary, within 12 months of the execution of
this Contract, the Contract shall automatically terminate without further warning or
opportunity to cure, and with no penalty or liability to City.
11.1.2 If City determines that the Required Improvements were not completed by
the Completion Deadline, City shall have the right to terminate this Contract with no
penalty or liability to City, with such termination to be effective immediately upon
written notice.
11.2 Failure to Submit Required Documentation During Construction.
If Developer fails to submit any report or provide documentation required by this
Contract during construction of the Required Improvements as described in Section 10,
or if the submitted report or documentation is not in compliance with this Contract or
HOME Regulations as determined by City, City will notify Developer in writing and the
Developer will have 15 calendar days from the date of the written notice to submit or
resubmit any such report or documentation. If the Developer fails to submit or resubmit
any such report or documentation within such time, City shall have the right to withhold
payments or 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 report or documentation is past due or is not in compliance with this Contract or
the HOME Regulations. 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
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 days of the termination.
Failure to repay such HOME Funds will result City exercising all legal remedies
available to City under this Contract and the Loan Documents.
11.3 Failure to Submit Required Reports and Documentation During
Operation.
If Developer fails to submit any report or documentation required by this Contract
after 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,
City will notify Developer in writing and the Developer will have 15 calendar days from
the date of the written notice to submit or resubmit any such report or documentation to
City. If the Developer fails to 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.
11.4 In General.
Subject to Sections 11.1, 11.2, and 11.3 and unless specifically provided
otherwise in this Contract, Developer shall be in default under this Contract if Developer
breaches any term or condition of this Contract or any other Contract between City and
Developer. In the event that such a breach remains uncured after 30 calendar days
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
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following written notice by City 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, as determined in City's sole discretion, to terminate this
Contract effective immediately upon written notice of such intent to Developer, or to
pursue any other legal remedies available to City to ensure compliance with this Contract
and the Loan Documents. In the event of termination under this Section 11.4, 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. In the event HOME
Funds have been paid to Developer, Developer agrees to repay them to City within 30
days of termination. If such HOME Funds are not repaid to City within the 30 day
period, City shall exercise all of its remedies under the Loan Documents including but
not limited to foreclosure under the Deed of Trust.
11.5 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.
11.6 No Compensation After Date of Termination.
In the event of termination, Developer shall not receive any compensation for
work undertaken after the date of the termination.
11.7 Rights of 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 the foregoing
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 the Contract.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract shall
not operate as a waiver of any subsequent breach of the same or any other term, covenant
or condition hereof.
11.9 Civil, Criminal and Administrative Penalties.
Failure to perform all the Contract terms may result in civil, criminal or
administrative penalties, including,but not limited to those set out in this Contract.
11.10 Termination for Cause.
City may terminate this Contract in the event of Developer's default, subject to
notice, grace and cure periods, inability, or failure to perform. Likewise, Developer may
terminate this Contract if City does not provide the HOME Funds substantially in
accordance with this Contract.
11.11 Termination for Convenience.
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In terminating in accordance with 24 C.F.R. 85.44, this Contract may be
terminated in whole or in part only as follows:
11.11.1 By City with the consent of Developer in which case the Parties shall
agree upon the termination conditions, including the effective date and in the case of
partial termination, the portion to be terminated, or
11.11.2 By the Developer upon 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. However, if, in the case of a partial termination, City
determines that the remaining portion of the Contract to be performed or HOME Funds to
be spent will not accomplish the purposes for which the Contract was made, City may
terminate the Contract in its entirety.
11.12 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, all assets acquired with
HOME Funds including cash, interest payments from loans or otherwise, all outstanding
notes, mortgages or other security instruments used to secure HOME Funds, any accounts
receivable attributable to the use of HOME Funds, and any real or personal property
owned by Developer that was acquired or improved with HOME Funds shall
automatically transfer to City and this Contract shall terminate.
12. REPAYMENT OF HOME FUNDS.
All HOME Funds are subject to repayment in the event the project does not meet
the requirements as set out in this Contract or in the HOME Regulations.
13. MATERIAL OWNERSHIP CHANGE.
Subject to limited partnership transfers with City consent, if ownership of the
Developer materially changes after the date of this Contract, City may but is not
obligated to, terminate this Contract. City has 30 days to make such determination after
receipt of notice from Developer and failure to make such determination will constitute a
waiver. In the event of termination under this Section 13, all 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 days of the termination.
14. SURVIVAL.
Any provision of this Contract that pertains to affordability, monitoring, tenant
income eligibility, tenant rent and selection, tenant lease, record keeping and reports, and
City Building Codes, ordinances and housing quality standards, as well as any applicable
HOME requirements, and any default and enforcement provisions necessary to enforce
such provisions, shall survive the termination of this Contract and shall be enforceable by
City against Developer throughout the Affordability Period.
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15. GENERAL PROVISIONS
15.1 Developer Independent Contractor.
Developer shall operate hereunder as an independent contractor and not as an
officer, agent, servant or employee of City. Developer shall have exclusive control of,
and the exclusive right to control, the details of the work and services performed
hereunder, and all persons performing same, and shall be solely responsible for the acts
and omissions of its officers, members, agents, servants, employees, contractors, tenants,
licensees or invitees.
15.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and
Developer, its officers, members, agents, servants, employees, contractors, 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, licensees or invitees.
15.3 Developer Property. City shall in no way be nor under any
circumstances be responsible for any property belonging to Developer, its officers,
members, agents, employees, contractors, 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, SAVE AND
EXCEPT THOSE ARISING SOLELY OUT OF THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF CITY, ITS AGENTS OR EMPLOYEES.
15.4 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
tenants of a HOME-funded property.
15.5 Audit.
15.5.1 Entities that Expend$500,000 or more in Federal Funds Per Year.
All non-federal entities that expend $500,000 or more in Federal funds within one
year, regardless of the source of the Federal award, must submit to City an annual audit
prepared in accordance with specific reference to OMB Circular A-133. The audit shall
cover the Developer's fiscal years during which this Contract is in force. The audit must
be prepared by an independent certified public accountant, be completed within 6 months
following the end of the period being audited and be submitted to City within 30 days of
its completion. Developer's audit certification is attached hereto as Exhibit "D" —
"Audit Certification Form" and"Audit Requirements". The Audit Certification Form
must be submitted to City within 60 days of the end of period being audited (Developer's
fiscal year). Entities that expend less than $500,000 a year in Federal funds are exempt
from Federal audit requirements for that year, but records must be available for review or
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
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audit by appropriate officials of the Federal agency, City, and General Accounting
Office.
15.5.2 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, if City determines that such audit is
necessary for City's compliance with OMB Circular A-133, 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 and/or future contract(s) with Developer. IF AS A RESULT OF ANY
AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED
HOME FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES,
SUBJECT TO CURE TO THE EXTENT OF ANY NEGLIGENT ACTION,
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.
15.6 Venue.
Venue 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,
shall lie in Tarrant County, Texas.
15.7 Governing Law.
In any questions involving state law, for any action, whether real or asserted, at
law or in equity, arising out of the execution, performance or non-performance of this
Contract, in any issue not governed by federal law, the choice of law shall be the law
from the State of Texas.
15.8 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.
15.9 Written Agreement Entire Agreement.
This written instrument and the Exhibits attached hereto, which are incorporated
by reference and made a part of this Contract for all purposes, constitutes the entire
agreement by the Parties hereto 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 must be executed by each Party to this Contract.
15.10. Paragraph Headings for Reference Only,No Legal Significance.
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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.
15.11 Compliance With All Applicable Laws and Repaulations.
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 Partnership Act as set out above
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.)
including provisions requiring recipients of federal assistance to ensure
meaningful access by person of limited English proficiency
➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C.
Sections 3601 et seq.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as
supplemented by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies
Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA")
➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.)
and 24 CFR Part 8 where applicable
➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections
4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the
Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.) and
the related Executive Order 11738. In no event shall any amount of the
assistance provided under this Contract be utilized with respect to a facility
that has given rise to a conviction under the Clean Air Act or the Clean Water
Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal
status of its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et
seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections
4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part
40, Appendix A
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement
that certifications and disclosures be obtained from all covered persons
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24
CFR Part 23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood
standards for new construction projects
➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
Tarrant County Housing Partnership,Inc.—Beaty Street Page 21
Review
➢ Regulations at 24 CFR Part 92 Home Investments Partnership Program Final
Rule
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 work performed under this Contract is on a project assisted under a program
providing direct Federal financial assistance from HUD, Section 3 of 24 CFR 135.38
("Section 3") requires that the following clause, shown in italics, be inserted in all
covered contracts ("Section 3 Clause"):
Section to be quoted in covered contracts begins:
"A. The work to be performed under this contract is subject to the
requirements of Section 3 of Housing and Urban Development Act of
1968, as amended, 12 U.S.C. section 1701u (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 seethe 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.
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E. The contractor will certify that any vacant employment positions,
including training positions that are filed: (1) after the contractor is
selected but before the contract is executed, and (2) with persons other
than those to whom the regulations of 24 CFR Part 135. The contractor
will not subcontract with any subcontractor where it has notice or
knowledge that the subcontractor has been found in violation of
regulations in 24 CFR 135.
F. Noncompliance with HUD's regulation in 24 CFR Part 135 may
result in sanctions, termination of this contract for default, and debarment
or suspension from future HUD assisted contracts.
G. With respect to work performed in connection with Section 3
covered Indian housing assistance, section 7(b) of the Indian Self-
Determination and Education Assistance Act(25 U.S.C. section 450e) also
applies to the work to be performed under this Contract. Section 7(b)
requires that to the greatest extent feasible (i) preference and
opportunities for training and employment shall be given to Indians, and
(ii)preference in the award of contracts and subcontracts shall be given to
Indian organizations and Indian-owned Economic Enterprises. Parties to
this contract that are subject to the provisions of Section 3 and Section
79b) 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.
City and Developer understand and agree that, if applicable to the Project,
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 and the contractors. Failure to fulfill these requirements shall subject
Developer and its contractors 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.
15.12 Prohibition Against Discrimination.
15.12.1 General Statements.
Developer, in the execution, performance or attempted performance of this
Contract, shall comply with all non-discrimination requirements of 24 CFR 92.350 and
the ordinances codified at Chapter 17, Article III, Division 4 — Fair Housing of the City
Code. Developer may not discriminate against any person because of race, color, sex,
gender, religion, national origin, familial status, disability or perceived disability, sexual
orientation, gender identity, gender expression, or transgender, nor will Developer permit
its officers, members, agents, employees, or Project participants to engage in such
discrimination.
This Contract is made and entered into with reference specifically to the
ordinances codified at Chapter 17, Article III, Division 3 - Employment Practices of the
City Code, and Developer hereby covenants and agrees that Developer, its officers,
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
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members, agents, employees 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
or contractors.
15.12.2 No Discrimination in Employment during the Performance of
this Contract.
During the performance of this Contract Developer agrees, and will require the
following provision in all contracts with its contractors:
[Contractor'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 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 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. Wontractor's Name]
agrees to post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination clause.
[Contractor's Namel will, in all solicitations or advertisements for
employees placed by or on behalf of f Contractor's Name] , state that all
qualified applicants will receive consideration for employment without regard to race,
color, sex, gender, religion, national origin, familial status, disability or perceived
disability, sexual orientation, gender identity, gender expression or transgender.
[Contractor's Namel covenants that neither it nor any of its officers,
members, agents, employees, Project participants 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 Name] further covenants that neither it nor its officers,
members, agents, employees, contractors, Project participants, 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.
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15.12.3 Developer's Contractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it and any of its contractors will not unlawfully
discriminate on the basis of disability in the provision of services to the general public,
nor in the availability, terms and/or conditions of employment for applicants for
employment with, or employees of Developer or any of its contractors. DEVELOPER
WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND
ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS
CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD
CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED
BY THIRD PARTIES OR CONTRACTORS AGAINST CITY ARISING OUT OF
DEVELOPER'S AND/OR ITS CONTRACTORS' ALLEGED FAILURE TO
COMPLY WITH THE ABOVE-REFERENCED LAWS CONCERNING
DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS
CONTRACT.
15.13. Prohibition Against Interest/Conflict of Interest.
15.13.1 Developer shall establish safeguards to prohibit its employees,
board members, advisors and agents from using positions for a purpose that is or gives
the appearance of being motivated by a desire for private gain for themselves or others,
particularly those with whom they have family, business or other ties. Developer shall
disclose to City any conflict of interest or potential conflict of interest described above,
immediately upon discovery of such.
15.13.2 No persons who are employees, agents, consultants, officers or
elected officials or appointed officials of City or of Developer who exercise or have
exercised any functions or responsibilities with respect to activities assisted with 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 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 C.F.R. Part 92.356.
15.13.3 Developer affirms that it will adhere to the provisions of the Texas
Penal Code which prohibits bribery and gifts to public servants.
15.13.4 In the procurement of property and services by Developer, the
conflict of interest provisions of 24 CFR Part 85.36 and 24 CFR Part 84.42, respectively,
shall apply. In all cases not governed by those sections, the provisions of 24 CFR Part
92.356 of the HOME Regulations shall apply.
15.14 Labor Standards.
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
Tarrant County Housing Partnership,Inc.—Beaty Street Page 25
15.14.1 As applicable, Developer agrees to comply with the requirements of the
Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as
amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C.
327 et seq.) and all other applicable Federal, state and local laws and regulations
pertaining to labor standards insofar as those acts apply to the performance of this
Contract. Developer agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C.
874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR
Part 5. Developer shall maintain documentation that demonstrates compliance with hour
and wage requirements of this Contract and HOME Regulations. Such documentation
shall be made available promptly to City for review upon request.
15.14.2 Developer agrees that, except with respect to the rehabilitation or
construction of residential property containing less than 12 units assisted with HOME
funds, all contractors engaged under contract for construction, renovation or repair work
financed in whole or in part with assistance provided under this Contract, shall comply
with Federal requirements adopted by City pertaining to such contracts and with the
applicable requirements of the regulations of the Department of Labor under 29 CFR
Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees
to journey workers; provided that, if wage rates higher than those required under these
regulations are imposed by state or local law, nothing hereunder is intended to relieve
Developer of its obligation, if any, to require payment of the higher wage. Developer
shall cause or require to be inserted in full, in all such contracts subject to such
regulations, provisions meeting the requirements of this paragraph.
15.15 Minority and Women Business Enterprise Commitment.
Developer agrees to abide by City's policy to involve Minority and Women
Business Enterprises ("M/WBEs") in all phases of its procurement practices 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. Therefore, Developer agrees to incorporate City Ordinance No. 15530,
and all amendments or successor policies thereto, into all contracts and subcontracts and
will further require all persons or entities with whom it contracts to comply with said
ordinance.
15.16 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.
15.17 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.
15.18. Right to Inspect Contractor Contracts.
It is agreed that City has the right to inspect and approve in writing any proposed
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
Tarrant County Housing Partnership,Inc.—Beaty Street Page 26
contracts between Developer and any contractor engaged in any activity in conjunction
with this HOME funded Project prior to any charges being incurred.
15.19 Force Maieure
If Developer becomes unable, either in whole or part, to fulfill its obligations
under this Agreement 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 such Developer's control (collectively, "Force
Majeure Event"), the obligations so affected by such Force Majeure Event will be
suspended only during the continuance of such event. Developer will give City written
notice of the existence, extent and nature of the Force Majeure Event as soon as
reasonably possible after the occurrence of the event. Developer will use commercially
reasonable efforts to remedy its inability to perform as soon as possible. Failure to give
notice will result in the continuance of the Developer's obligation regardless of the extent
of any existing Force Majeure Event.
16. 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 HIND OR CHARACTER,WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE
EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE PROJECT 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 HINDS 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 OF THE PROJECT 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
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
Tarrant County Housing Partnership,Inc.—Beaty Street Page 27
ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY,
ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS
OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR
PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY
ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH
DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS
SECTION INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND
PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN
NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE
SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH.
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL
LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR
PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO
PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH,
DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT
NEGLIGENCE.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND
SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
17. 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.
18. Insurance and Bonding.
Developer will maintain blanket fidelity coverage in the form of insurance or
bond in the amount of$30,000 to insure against loss from the fraud, theft or dishonesty of
any of Developer's officers, agents, trustees, directors or employees. The proceeds of
such bond shall be used to reimburse City for any and all loss of HOME Funds
occasioned by such misconduct. To effectuate such reimbursement, such bond shall
include a rider stating that reimbursement for any loss or losses thereunder shall be made
directly to City for the use and benefit of Developer.
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
Tarrant County Housing Partnership,Inc.—Beaty Street Page 28
Developer shall furnish to City, in a timely manner, but not later than 10 days
after Developer has signed the Contract, certificates of insurance as proof that it has
secured and paid for policies of commercial insurance as specified herein. Such
insurance shall cover all insurable risks incident to or in connection with the execution,
performance, attempted performance or nonperformance of this Contract. Developer
shall maintain, or require its general contractor to maintain, the following coverages and
limits thereof:
Commercial General Liability(CGL) Insurance
$500,000 each occurrence
$1,000,000 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
$2,000,000 Aggregate
Insurance policy shall be endorsed to cover"Any Auto'
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.
Directors and Officers Insurance
Optional (Highly Recommended)
Note: This insurance shall cover Developer and any associated Board of
Directors members.
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 thirty(30) days following notice to Developer of such requirements.
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
Tarrant County Housing Partnership,Inc.—Beaty Street Page 29
Developer will submit to City documentation that it, and its general contractor,
has obtained insurance coverage and has executed bonds as required in this Contract prior
to payment of any monies provided hereunder.
Each insurance policy shall be endorsed to provide City with a minimum sixty (60) days
notice of cancellation, non-renewal, and/or material change in policy terms or coverage.
Insurance policies required herein shall be endorsed to include City as an additional
insured as its interest may appear. Additional insured parties shall include employees,
officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as
a waiver of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of
Texas by the Department of Insurance or be otherwise eligible and authorized to do
business in the state of Texas. Insurers shall be acceptable to City insofar as their
financial strength and solvency and each such company shall have a current minimum
A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry
standard rating otherwise approved by City.
Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless
otherwise approved by City.
In the event there are any local, federal or other regulatory insurance or bonding
requirements for the Program, 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.
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
19. Certification Regarding Lobbying.
The undersigned representative of Developer hereby certifies, to the best of his or
her knowledge and belief, that:
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
Tarrant County Housing Partnership,Inc.—Beaty Street Page 30
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 U.S.C. Section 1352. Any person who fails to file the
required certification shall be subject to a civil penalty of not less than
$10,000.00 and not more than $100,000.00 for each such failure.
Developer shall require that the language of this certification be included in
all subcontracts or agreements involving the expenditure of Federal funds.
20. 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.
21. Notice.
All notices required or permitted by this Contract must be in writing and are
deemed delivered on the earlier date of the date actually received or the third day
following (i) deposit in a United States Postal Service post office or receptacle; (ii) with
proper postage, certified mail return receipt requested; and (iii) addressed to the other
Party at the address set out below or at such other address as the receiving Party
designates by proper notice to the sending Party.
City
City Attorney's Office
1000 Throckmorton Street
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
Tarrant County Housing Partnership,Inc.—Beaty Street Page 31
Fort Worth, TX 76102
Attention: Vicki Ganske
Telephone: 817-392-7765
Copy to:
Director of Housing and Economic Development
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Jay Chapa
Telephone: 817-392-7540
Copy to:
Beaty Street Project Coordinator
1000 Throckmorton Street
Fort Worth, TX 76102
Telephone: 817-392-6342
Developer:
Tarrant County Housing Partnership, Inc.
3204 Collinsworth Street
Fort Worth, TX 76107
Telephone: 817.924.5091 ext. 110
22. 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.
23. CHDO Requirements.
Developer agrees that as a certified CHDO, it will comply with the requirements
of HUD Notice CPD-97-11 as to its legal status, organizational structure and capacity and
experience, as well as the applicable requirements of 24 CFR Parts 92.300 and 92.301.
CHDO will maintain a Board of Directors in compliance with these requirements and
will notify City in writing within 15 days of any change to the composition of its Board
of Directors. Developer shall notify City in writing of any changes to its 501(c)(3) tax
exempt status.
24. Counterparts.
This Contract may be executed in multiple counterparts, each of which shall be
considered an original,but all of which shall constitute one instrument.
[SIGNATURES APPEAR ON NEXT PAGE]
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
Tarrant County Housing Partnership,Inc.—Beaty Street Page 32
IN WITNESS WHEREOF, the Parties have executed four copies of this
Contract in Fort Worth, Tarrant County,Texas, to be effective this day of
SW 1 e�v,�x.r , 2011 (the"Effective Date").
ATTEST: CITY OF FORT WORTH
By:
City Secretary ,o4v'd Alanis, Assistant City Manager
M&C:C-d50-1a Date: -7-dU-
�A.
c°
AP ROVED TO FORM AN °O
ssistant City Attor e °O
° °°
'° 0° C
aO°°O°
4jjt� T C
OUNTY HOUSING
WONERSHIP,
INC.,
a Texas nonprofit corporation
By:
es ident
STATE OF TEXAS §
COUNTY OF TARRANT § ,
This instrument was acknowledged before me on 2011 by
Susan Alanis, Assistant Cit ..M the City of Fort Worth, on behalf the City of
Fort Worth. {-- SNDA M.HIRRLINGERA PA& xt Nk�seg�AG
�` pV kl0MMI8810N EXPIRES ef
F#bo y2,2D14 Not Public, State of Texas
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on / by Donna
VanNess, President of Tarrant County Housing P sh , Inc., ac i on half of such
corporation.
���Atin��Mat
tjp,ME1► 4P No tky a lic, 9tate f exas
My as
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
Tarrant County Housing Partnership,Inc.—Beaty Street Page 33
EXHIBITS:
Exhibit"A"—Project Summary
Exhibit"B"—Budget
Exhibit"C"—Construction Schedule
Exhibit"D"—Audit Certification Form and Audit Requirements
Exhibit"E"—Narrative Report
Exhibit"F"—Tenant Demographic Report
Exhibit"G"—Request For Funds
Exhibit"H"—Detail Statement of Costs
Exhibit"I"—Expenditures Worksheet
Exhibit"J"—Davis Bacon Report
Exhibit"K"—Tenant Self Certification Form
HOME DEVELOPER RENTAL CONTRACT Rev 08-15-11
Tarrant County Housing Partnership,Inc.—Beaty Street Page 34
EXHIBIT "A"
PROJECT SUMMARY- SCOPE OF WORK
TARRANT COUNTY HOUSING PARTNERSHIP, INC.—BEATY STREET
DESCRIPTION:
Tarrant County Housing Partnership, Inc. ("Developer") will acquire 10 multifamily buildings and 1
single family house in the 5500 block of Beaty Street, then rehabilitate and redevelop the 71 existing
units into 66 units plus an office/community center(the "Project'). For the 15 year Affordability
Period, the Project will be managed in compliance with this Contract and applicable provisions of all
HOME Regulations governing rental projects. All units in the Project will be affordable to households
at or below 80% of Area Median Income ("AMP') as established by the United States Department of
Housing and Urban Development ("HUD").
HOME Funds -Exhibits
Renta,CITPPt
EXHIBIT "B"
Sources and Uses
COFW NSP COFW HOME COFW WAP** TCHP LOC TOTAL
Acquisition $1,150,000 $1,150,000
Acquisition-Insurance-property liability,builder's risk $20,000 $20,000
Acquisition-Closing costs,extension/legal fees $118,801 $118,801
Acquisition-Asbestos Survey $6,125 $6,125
Acquisition-Lead Base Paint Testing $14,000 $14,000
Relocation Agent Fees $135,000 $135,000
Relocation Expenses(1 tenant) $15,000 $15,000
Architectural $8,360 $8,360
Rehab $170,841 $1,000,000 $248,750 $506,640 $1,926,231
Developer Fee 5%NSP* $84,988 $84,988
TOTAL $1,699,755 $1,000,000 $248,750 $530,000 $3,478,505
*$50,000 of Developer Fee to be paid upon closing of Beaty Street property, and the remainder to be paid when
City has received from Developer all information required to close Project in IDIS and begin the Affordability
Period.
"Nothing in this Contract shall be construed as a commitment by the City to provide these funds.
HOME Funds -Exhibits
Beaty Street
EXHIBIT "C"
CONSTRUCTION SCHEDULE
Beaty Street
Activity
PHASE I ACTIVITIES: Contract signed
Lot Preparation (Demolition)
Plumbing
Foundation
PHASE I completed by: April 1, 2012
PHASE II ACTIVIITES: Framing/TPW
Mechanicals/ Siding/Paint
PHASE II completed by: August 1,2012
PHASE III ACTIVIITES: Inspections/ Insulation
Sheetrock/Brick
Interior Trim/Paint
PHASE III completed by: December 1,2012
PHASE IV ACTIVIITES: Flooring
Mechanical Trim/Grading/ Landscaping
Final Trim/Appliances and Fixtures /Fencing
Final Inspections
Punch List
PHASE IV completed by: May 1, 2013
HOME Funds -Exhibits
EXHIBIT "D"
AUDIT REQUIREMENTS
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
AUDIT REQUIREMENTS
Organizations expending $500,000 or more in federal awards (from City of Fort Worth and other funding
sources) during their fiscal years shall obtain either an annual single audit or a program specific audit.
Organizations may have a program specific audit in accordance with OMB Circular A-133, or other standard
set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the
Catalog of Federal Domestic Assistance (CFDA). If funds are spent for more than one federal program, a
single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort
Worth's funding period.
The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit
by the appropriate regulatory body. The CPA shall meet all of the general standards concerning
qualifications, independence, due professional care and quality control as required by Government Auditing
Standards, including the requirements for continuing professional education and external peer reviews.
Auditor selection must adhere to federal procurement requirements.
A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City
of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list
City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the
CFDA number (OMB A-133 § .310).
The independent auditor's report should include all of the relevant items listed on the "Audit Report
Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance
of the following publications:
Government Auditing Standards issued by the Comptroller General of the United States,2003
OMB Circular A-133 as revised 6/30/97 and amended June 2003
OMB Circular A-133 Compliance Supplement
AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not-for-Profit Organizations
Receiving Federal Awards"
Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations
AICPA's Audit Risk Alert"State and Local Governmental Developments"
Government Auditing Standards by the Texas Department of Housing and Community Affairs for Properties
Receiving Low Income Housing Tax Credits
All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form
which certifies whether you are subject to a single/program audit. Organizations receiving federal awards
from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency.
The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within
60 days of the end of the organization's fiscal year in the year that the project was completed.
The following items should be submitted to the City of Fort Worth Housing and Economic Development
Department within the required timeframe:
HOME Funds -Exhibits
RPgh,Ctrs t
Due 60 days after organization's fiscal year end in the year that the project was completed: (required for all
subrecipients)
Completed Audit Certification Form
Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit
period.
Two copies of the entire audit report issued by the CPA
Two copies of any management letter issued by the CPA in conjunction with the audit report
Two copies of management's comments on all findings, recommendations, & questioned
costs contained in the audit report and management letter, including a detailed corrective
action plan
Failure to submit any of these items by the required due date may result in holds on current draw
requests, suspension of the organization's contract(s) and eligibility for future funding.
If the organization does not meet the requirements of having a single/program audit conducted, records
must still be kept available for review or audit by City of Fort Worth staff(OMB A-133 Subpart B Sec 200(d).
If additional information is needed concerning the audit requirements, please call (817) 392-6141.
HOME Funds -Exhibits
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
SINGLE AUDIT REPORT CHECKLIST
The Department developed this checklist to help organizations improve the quality and completeness of
audit reports.
General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial
Statements in accordance with Government Auditing Standards
Notes to the General Purpose or Basic Financial Statements of the Organization
A Schedule of Expenditures of Federal Awards, including the Department's contract numbers, the total
expended for the federal program, and the CFDA number(OMB A-133 Subpart C Sec 310).
Opinion/Report on Schedule of Expenditures of Federal and State Awards
amort on Compliance and on Internals Control Over Financial Reporting_Based on an Audit of Financial
Statements Performed in Accordance With Government Auditing Standards. (OMB A-133 § 505 (b))
Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over
Compliance in Accordance with OMB Circular A-133. (OMB A-133 § 505 (c))
Schedule of Findings and Questioned Costs (OMB A-133 §. 505d), including: Summary Schedule of Prior Audit
Findings reporting the status of all findings included in the prior audit's schedule of findings and questioned
costs. (OMB A-133 Sec. 315 (a) and (b))
Corrective Action Plan including(OMB A-133 Sec. 315 (c)) name of person responsible for the corrective
action, corrective action planned, anticipated completion date, and explanation and reason if auditee
does not agree with findings or believes correction is not required.
All reports are signed and dated by the auditor
Two copies of the audit reports are submitted
Two copies of the management letter, if issued in conjunction with the audit report. Two copies of
comments by management concerning all findings and recommendations included in
management letter, including a corrective action plan.
HOME Funds -Exhibits
R-hi',f-t
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
Audit Certification Form
Subrecipient: Fiscal Year Ending:
Month Day Year
❑ We have exceeded the federal expenditure threshold of$500,000. We will have our Single Audit or
Program Specific Audit completed and will submit the audit report within nine (9) months after the end of the
audited fiscal year.
❑ We did not exceed the $500,000 federal expenditure threshold required for a Single Audit or a Program
Specific Audit to be performed this fiscal year. (Fill out schedule below)
Must be filled out if Single Audit or Program Audit is not required:
Federal Expenditure Disclosure
Federal Funds
Pass Through Program Name& Contract
Federal Grantor Grantor CFDA Number Number Expenditures
Total Federal Expenditures for this Fiscal Year $
Printed Name Title(Must be CFO,CEO or equivalent)
Authorized Signature(Must be CFO,CEO or equivalent) Phone Number Date
Failure to submit this or a similar statement or failure to submit a completed single audit package as
described in the audit requirements by the required due date will result in suspension of funding and will affect
eligibility for future funding.
Submit this form to the City of Fort Worth Housing and Economic Development Department within 60 days after the end of your
Fiscal year
HOME Funds -Exhibits
R-t,,Ctr-t
EXHIBIT E
NARRATIVE REPORT
FROM: TO:
Please provide information on project construction progress, the percent of construction completion, anticipated
construction completion date, and; construction problems encountered and solutions proposed.
I. ACCOMPLISHMENTS:
II. ADDITIONAL COMMENTS REGARDING ACCOMPLISHMENTS THIS MONTH:
III. PROBLEMS ENCOUNTERED AND SOLUTIONS PROPOSED:
IV. ANTICIPATED ACTIVITIES DURING NEXT MONTH:
HOME Funds - Exhibits
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EXHIBIT G
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
SUBRECEPIENT'S REIMBURSEMENT REQUEST FOR FUNDS
Agency
Program Name:
Contract Number: Report Period:
Date of Request:
SECTION I(AGENC OArrmt
CASH BALANCE ANALYSIS FOR
1. Beginning Cash Balance $ 0.00 $ 0.00
2. Amount Received:
Program Income $ 0.00 $ 0.00
City of Fort Worth $ 0.00 $ 0.00
Interest Earned $ 0.00 $ 0.00
3. Total Funds Available(I+2) $ 0.00 $ 0.00
4. Less Expenditure(detail statement cost) $ 0.00 $ 0.00
5. ENDING CASH BALANCE (34) $ 0.00 $ 0.00
operatog Last
6. Estimated Expenditures $ n/a
7. Funds Needed(6-5) (Actual Feb Expenses) $ 0.00
8. Less Estimated Program Income $ 0.00
9. Unpaid Request for Payment Previously Submitted $ 0.00
10.Amount of This Request(7-8 &9) $ 0.00
TOTAL ANOV KT REQUESTED-
SECTION 1I (CITY)
I. MARS-Purchasing Request
A. MARS INPUT: Vendor/PO Number/Requisition Number
B. Fund/Account/Center
C. Total Amount of this Request
SEA HIbN TA
1. Verification
A. Project Coordinator:
Charlen Hun
B. Compliance:
C. Accounting:
2. Authorization
A. Sr.Admin.Srvices:
owno fimy
B. Community Dev.Manager
Robin Bentley
C.Housing Director
IF OV ER 38.500.00 Jam"Jay"Cbapa
EXHIBIT I
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
MANAGEMENT AND BUDGET DIVISION
EXPENDITURES WORKSHEET
CONTRACT NO. DATE
AGENCY
TO
PROGRAM REPORT PERIOD
CHECK
NO. DATE # PAYEE DESCRIPTION ACCOUNT NO. AMOUNT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
TOTAL -
Sub-Contractors Certification: I certify that the costs incurred are taken from the books of accounts and that such costs are valid
and consistent with the terms of the agreement.
NAME and TITLE OF AUTHORIZED OFFICER SIGNATURE and DATE
EXHIBIT H
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
MANAGEMENT AND BUDGET DIVISION
DETAIL STATEMENT OF COSTS
CONTRACT NO. DATE
AGENCY
TO
PROGRAM REPORT PERIOD
PROGRAM MONTHLY CUMULATIVE
COST CATEGORY ACCOUNT BUDGET EXPENDITURES TO DATE BALANCE
CONTRACTUAL SERVICES
Contractual Services
TOTAL - - - -
Sub-Contractors Certification: 1 certify that the costs incurred are taken from the books of accounts and that such costs are valid
and consistent with the terms of the agreement.
NAME and TITLE OF AUTHORIZED OFFICER SIGNATURE and DATE
Federal Labor Standards Provisions U.S.Department of Housing
and Urban Development
Office of Labor Relations
Appllcablllly (1) The work to be performed by the classification
The Project or Program to which the construction work requested is not performed by a classification In the wage
covered by this contract pertains is being assisted by the determination; and
United States of America and the following Federal Labor (2) The classification is utilized in the area by the
Standards Provisions are included in this Contract construction industry; and
pursuant to the provisions applicable to such Federal (3) The proposed wage rate, including any bona fide
assistance. fringe benefits, bears a reasonable relationship to the
A. 1. (1) Minimum Wages. All laborers and mechanics wage rates contained in the wage determination.
employed or working upon the site of the work, will be paid (b) If the contractor and the laborers and mechanics to be
unconditionally and not less often than once a week, and employed in the classification (if known), or their
without subsequent deduction or rebate on any account representatives, and HUD or its designee agree on the
(except such payroll deductions as are permitted by classification and wage rate (including the amount
regulations issued by the Secretary of Labor under the designated for fringe benefits where appropriate), a report
Copeland Act (29 CFR Part 3), the full amount of wages of the action taken shall be sent by HUD or its designee to
and bona fide fringe benefits (or cash equivalents thereof) the Administrator of the Wage and Hour Division,
due at time of payment computed at rates not less than Employment Standards Administration, U.S. Department of
those contained in the wage determination of the Labor, Washington, D.C. 20210. The Administrator, or an
Secretary of Labor which is attached hereto and made a authorized representative, will approve, modify, or
part hereof, regardless of any contractual relationship disapprove every additional classification action within 30
which may be alleged to exist between the contractor and days of receipt and so advise HUD or its designee or will
such laborers and mechanics. Contributions made or notify HUD or its designee within the 30-day period that
costs reasonably anticipated for bona fide fringe benefits additional time is necessary. (Approved by the Office of
under Section 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
(e) In the event the contractor, the laborers or mechanics
5.5(a)(1)(iv); also, regular contributions made or costs to be employed in the classification or their
incurred for more than a weekly period (but not less often
than quarterly) under plans, funds, or programs, which representatives, and HUD or its designee do not agree on
be the proposed classification and wage rate (including the
cover the particular weekly period, are deemed to
w
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
additional classification and wage rates conformed under p The wage rate (including fringe benefits where
a
29 CFR 5.5(a)(1)(ii) and the Davis-Bacon poster (WH- appropriate) determined pursuant to subparagraphs
(1)(ii)(b) or (c) of this paragraph, shall be paid to all
1321) shall be posted at all times by the contractor and its
subcontractors at the site of the work in a prominent and workers performing work in the classification under this
contract from the first day on which work is performed in
accessible, place where it can be easily seen by the
workers. the classification.
(II) (a) Any class of laborers or mechanics which is not (111) Whenever the minimum wage rate prescribed in the
listed in the wage determination and which is to be contract for a class of laborers or mechanics includes a
employed under the contract shall be classified in fringe benefit which is not expressed as an hourly rate, the
conformance with the wage determination. HUD shall contractor shall either pay the benefit as stated in the
approve an additional classification and wage rate and wage determination or shall pay another bona fide fringe
fringe benefits therefor only when the following criteria benefit or an hourly cash equivalent thereof.
have been met: (Iv) 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 1215-0140 and 1215-0017.)
action or upon written request of an authorized (II) (a) The contractor shall submit weekly for each week
representative of the Department of Labor withhold or in which any contract work is performed a copy of all
cause to be withheld from the contractor under this payrolls to HUD or its designee if the agency is a party to
contract or any other Federal contract with the same prime the contract, but if the agency is not such a party, the
contractor, or any other Federally-assisted contract contractor will submit the payrolls to the applicant
subject to Davis-Bacon prevailing wage requirements, sponsor, or owner, as the case may be, for transmission to
which is held by the same prime contractor so much of the HUD or its designee. The payrolls submitted shall set out
accrued payments or advances as may be considered accurately and completely all of the information required
necessary to pay laborers and mechanics, including to be maintained under 29 CFR 5.5(a)(3)(i) except that full
apprentices, trainees and helpers, employed by the social security numbers and home addresses shall not be
contractor or any subcontractor the full amount of wages included on weekly transmittals. Instead the payrolls shall
required by the contract In the event of failure to pay any only need to include an individually identifying number for
laborer or mechanic, including any apprentice, trainee or each employee (e.g., the last four digits of the employee's
helper, employed or working on the site of the work, all or social security number). The required weekly payroll
part of the wages required by the contract, HUD or its Information may be submitted in any form desired,
designee may, after written notice to the contractor, Optional Form WH-347 is available for this purpose from
sponsor, applicant, or owner, take such action as may be the Wage and Hour Division Web site at
necessary to cause the suspension of any further htto://www.dol.(iov/e.5aAvhd/formslwh347instr.htm or its
payment, advance, or guarantee of funds until such successor site. The prime contractor is responsible for
violations have ceased. HUD or its designee may, after the submission of copies of payrolls by all subcontractors.
written notice to the contractor, disburse such amounts Contractors and subcontractors shall maintain the full
withheld for and on account of the contractor or social security number and current address of each
subcontractor to the respective employees to whom they covered worker, and shall provide them upon request to
are due. The Comptroller General shall make such HUD or its designee if the agency is a party to the
disbursements in the case of direct Davis-Bacon Act contract, but if the agency is not such a party, the
contracts. contractor will submit the payrolls to the applicant
3. (1) Payrolls and basic records. Payrolls and basic sponsor, or owner, as the case may be, for transmission to
records relating thereto shall be maintained by the HUD or its designee, the contractor, or the Wage and Hour
contractor during the course of the work preserved for a Division of the Department of Labor for purposes of an
period of three years thereafter for all laborers and investigation or audit of compliance with prevailing wage
mechanics working at the site of the work. Such records requirements. It is not a violation of this subparagraph for
shall contain the name, address, and social security a prime contractor to require a subcontractor to provide
number of each such worker, his or her correct addresses and social security numbers to the prime
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)(iv) that the wages of any subcontractor or his or her agent who pays or supervises
laborer or mechanic include the amount of any costs the payment of the persons employed under the contract
reasonably anticipated in providing benefits under a plan and shall certify the following:
or program described in Section I(b)(2)(B) of the Davis- (1) That the payroll for the payroll period contains the
Bacon Act, the contractor shall maintain records which information required to be provided under 29 CFR 5.5
show that the commitment to provide such benefits is
enforceable, that the plan or program is financially (a)(3)(ii), the appropriate information is being maintained
under 29 CFR 5.5(a)(3)(i), and that such information is
responsible, and that the plan or program has been correct and complete;
Previous editions are obsolete form HUD-4010(0612009)
Page 2 of 5 ref.Handbook 1344.1
(2) That each laborer or mechanic (including each helper, is not registered or otherwise employed as stated above,
apprentice, and trainee) employed on the contract during shall be paid not less than the applicable wage rate on the
the payroll period has been paid the full weekly wages wage determination for the classification of work actually
earned, without rebate, either directly or indirectly, and performed. In addition, any apprentice performing work on
that no deductions have been made either directly or the job site in excess of the ratio permitted under the
indirectly from the 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 classification of work performed, as which its program is registered, the ratios and wage rates
specified in the applicable wage determination (expressed in percentages of the journeyman's hourly
incorporated into the contract. rate) specified in the contractor's or subcontractor's
(c) The weekly submission of a properly executed registered program shall be observed. Every apprentice
certification set forth on the reverse side of Optional Form must be paid at not less than the rate specified in the
WH-347 shall satisfy the requirement for submission of the registered program for the apprentice's level of progress,
"Statement of Compliance' required by subparagraph expressed as a percentage of the journeymen hourly rate
A.3.(11)(b). specified in the applicable wage determination.
Apprentices shall be paid fringe benefits in accordance
(d) The falsification of any of the above certifications may with the provisions of the apprenticeship program. If the
subject the contractor or subcontractor to civil or criminal apprenticeship program does not specify fringe benefits,
prosecution under Section 1001 of Title 18 and Section apprentices must be paid the full amount of fringe benefits
231 of Title 31 of the United States Code. listed on the wage determination for the applicable
(III) The contractor or subcontractor shall make the classification. If the Administrator determines that a
records required under subparagraph A.3.(i) available for different practice prevails for the applicable apprentice
inspection, copying, or transcription by authorized classification, fringes shall be paid in accordance with that
representatives of HUD or its designee or the Department determination. in the event the Office of Apprenticeship
of Labor, and shall permit such representatives to Training, Employer and Labor Services, or a State
interview employees during working hours on the job. If Apprenticeship Agency recognized by the Office,
the contractor or subcontractor fails to submit the required withdraws approval of an apprenticeship program, the
records or to make them available, HUD or its designee contractor will no longer be permitted to utilize
may, after written notice 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
4. Apprentices and Trainees. program which has received prior approval, evidenced by
(i) Apprentices. Apprentices will be permitted to work at formal certification by the U.S. Department of Labor,
less than the predetermined rate for the work they Employment and Training Administration. The ratio of
performed when they are employed pursuant to and trainees to journeymen on the job site shall not be greater
Individually registered in a bona fide apprenticeship than permitted under the plan approved by the
program registered with the U.S. Department of Labor, Employment and Training Administration. Every trainee
Employment and Training Administration, Office of must be paid at not less than the rate specified in the
Apprenticeship Training, Employer and Labor Services, or approved program for the trainee's level of progress,
with a State Apprenticeship Agency recognized by the expressed as a percentage of the journeyman hourly rate
Office, or if a person is employed in his or her first 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 entire work force under the registered program. Any employee listed on the payroll at a trainee rate who is not
worker listed on a payroll at an apprentice wage rate, who registered and participating in a training plan approved by
Previous editions are obsolete form HUD-4010(MOD9)
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 less than the applicable wage rate on the wage pursuant to 24 CFR Part 24.
determination for the work actually performed. In addition, (II) 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 III) The penalty for making false statements is prescribed
in the U.S. Criminal Code, 18 U.S.0 1001. Additionally,
will no longer be permitted to utilize trainees at less than U.S. Criminal Code, Section 1 01 0, Title 18, U.S.C.
the applicable predetermined rate for the work performed
until an acceptable program is approved. "Federal 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
ti. 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.
(1) Overtime requirements. No contractor or subcontractor
7. Contract termination; debarment. A breach of the contracting for any part of the contract work which may require or
contract clauses in 29 CFR 5.5 may be grounds for involve the employment of laborers or mechanics shall require or
termination of the contract and for debarment as a permit any such laborer or mechanic in any workweek in which the
contractor and a subcontractor as provided in 29 CFR individual is employed on such work to work in excess of 40 hours in
5.12• such workweek unless such laborer or mechanic receives
S. 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; liquidated
8. Disputes concerning labor standards. Disputes damages. In the event of any violation of the clause set
arising out of the labor standards provisions of this forth in subparagraph (1) of this paragraph, the contractor
contract shall not be subject to the general disputes and any subcontractor responsible therefor shall be liable
clause of this contract. Such disputes shall be resolved in for the unpaid wages. In addition, such contractor and
accordance with the procedures of the Department of subcontractor shall be liable to the United States (in the
Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes case of work done under contract for the District of
within the meaning of this clause include disputes between Columbia or a 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. (1) 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 form HUD-4010(0612009)
Page 4 of 5 ref.Handbook 1344.1
(3) Withholding for unpaid wages and liquidated
damages. HUD or its designee shall upon its own action
or upon written request of an authorized representative of
the Department of Labor withhold or cause to be withheld,
from any moneys payable on account of work performed by
the contractor or subcontractor under any such contract or
any other Federal contract with the same prime contract,
or any other Federally-assisted contract subject to the
Contract Work Hours and Safety Standards Act which is
held by the same prime contractor such sums as may be
determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth in
subparagraph (2) of this paragraph.
(4) Subcontracts. The contractor or subcontractor shall
insert in any 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.
C. Health and Safety. The provisions of this paragraph C are
applicable where the amount of the prime contract exceeds$100,000.
(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
1928 and failure to comply may result in imposition of
sanctions pursuant to the Contract Work Hours and Safety
Standards Act, (Public Law 91-54, 83 Stat 98). 40 USC
3701 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
take 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(0812009)
Page 5 of 5 ref.Handbook 1344.1
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 7/26/2011
DATE: Tuesday, July 26, 2011 REFERENCE NO.: C-25072
LOG NAME: 17BEATY STREET APARTMENTS—ADDITIONAL CHDO FUNDING
SUB.IECT:
Authorize Change in Use and Expenditure of$1,000,000.00 of HOME Investment Partnerships Program
Grant Funds to Tarrant County Housing Partnership,Inc., in the Form of a Subordinate Forgivable Loan for
the Beaty Street Apartments Located in the 5500 Block of Beaty Street,Authorize the Execution of a Contract
and Authorize Substitution of Funding Years (COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a change in use and expenditure of$1,000,000.00 in prior year's HOME Investment
Partnerships Program Grant funds to Tarrant County Housing Partnership,Inc. in the form of a subordinate
forgivable loan for the acquisition,rehabilitation and redevelopment of the Beaty Street Apartments located
in the 5500 block of Beaty Street;
2. Authorize the City Manager, or his designee, to execute a contract and any related documents for the
project with the Tarrant County Housing Partnership, Inc., for a two—year term beginning on the date of
execution of the contract;
3. Authorize the City Manager, or his designee, to extend or renew the contract for up to one year if Tarrant
County Housing Partnership, Inc. requests an extension and such extension is necessary for completion of the
project;
4. Authorize the City Manager, or his designee, to amend the contract if necessary to acheive project goals
provided that the amendment is within the scope of the project and in compliance with City policies and
applicable laws and regulations governing the use of federal grant funds; and
5. Authorize the City Manager to substitute funding years in order to meet commitment,disbursement, and
expenditure deadlines for grant funds from the United States Department of Housing and Urban
Development.
DISCUSSION:
On July 13, 2010, City Council approved a contract with Tarrant County Housing Partnership,Inc. (TCHP)
for$1,360,255.00 of the City's Neighborhood Stabilization Program(NSP)grant funds set aside for
households earning less than 50 percent of area median income(AMI)for the acquisition and redevelopment
of the Beaty Street Apartments located in the 5500 block of Beaty Street just north of Lancaster Avenue
(M&C C-24344). On September 14, 2010, City Council approved an addtional$339,500.00 of NSP funds
for the project for a total of$1,699,755.00 to be in the form of a subordinate forgivable loan(M&C
C-24455). The State is providing approximately$1.8 million of its NSP funds for the project and TCHP is
providing approximately $314,000.00 of its own funds for the project.
r
The project consists of the acquisition of 73 multifamily units to be rehabilitated and redeveloped into 64
units. The 64 units will be in the 10 existing multifamily buildings and a single family house located on the
site will be rehabilitated to serve as an office/community center for on—site enrichment programs such as
budget management classes, credit counseling,job skills,and resume building. The project is now owned by
a lender after foreclosure and existing tenants will be relocated in accordance with Uniform Relocation Act
requirments. The 64 apartment units will provide quality, affordable, accessible housing to individuals and
families earning 50 percent or less of AMI which will increase the total number of very low income
households served by the NSP. TCHP will develop, own,and manage the property.
State and City staff have reviewed the project's development costs and funding sources and the rents that will
be charged. Because NSP requires that the rents be affordable to families earning at or below 50 percent
AMI, State and City staff have identified a gap in the project's finances. Staff recommends awarding an
additional$1,000,000.00 in HOME Community Housing Development Organization (CHDO) Set—Aside
funds to TCHP, a certified CHDO for this project. The funds can be used for acquisition,predevelopment
costs,rehabilitation and redevelopment costs, including, among other things, making the project more
sustainable and energy efficient.
Staff recommends the following contract and loan terms:
i. Units must be rented to tenants who earn at or below 50 percent of AMI;
ii. Secure performance and repayment of HOME funds in case of default with deed of trust;
iii. 15 year Affordability Period;
iv. Loan term to run concurrently with Affordability Period;
v. Loan forgiven at end of Affordability Period if all HOME requirments and contract terms are met.
The expenditure of HOME funds is conditioned upon the following:
i. Satisfactory completion of an environmental review per 24 CFR Part 58; and
ii. Authorization to use grant funds from HUD.
Staff recommends the change in use and expenditure of$1,000,000.00 of HOME CHDO Set—Aside funds for
the project which benefits low and very low income citizens by providing them with affordable housing. A
public comment period on the change in use of these HOME funds was held from June 24, 2011 to July 23,
2011. Any comments are maintained by the Housing and Economic Development Department.The Action
Plan funding years selected may vary and be substituted based on the principle of first in,first out(FIFO)in
order to spend oldest grant funds first.
This project is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget,as appropriated,of the Grants Fund.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
GR76 539120 005206128500 $371.47 GR76 539120 005206128240 $371.47
GR76 539120 005206128500 $99.999.00 GR76 539120 005206128160 $99.999.00
GR76 539120 005206698500 $10.745.27 GR76 539120 005206698460 $10.745.27
GR76 539120 005206772500 $44.997.00 GR76 539120 005206772460 $44.997.00
GR76 539120 005206846500 $25.000.00 GR76 539120 005206846280 $25.000.00
GR76 539120 005206846500 $25.000.00 GR76 539120 005206846270 $25.000.00
GR76 539120 005206930500 $16.059.65 GR76 539120 005206930210 $16.059.65
GR76 539120 005206930500 $39.735.83 GR76 539120 005206930220 $39.735.83
GR76 539120 005206930500 $2,376.86 GR76 539120 005206930280 $2,376.86
GR76 539120 005206006500 $340.326.61 GR76 539120 005206006210 $340.326.61
GR76 539120 005206006500 $34,384.17 GR76 539120 005206006220 $34.384.17
GR76 539120 005206006500 $136.494.00 GR76 539120 005206006220 $136.494.00
GR76 539120 005206006500 $36.719.46 GR76 539120 005206006280 $36.719.46
GR76 539120 005206141500 $187.790.68 GR76 539120 005206141220 $187,790.68
CERTIFICATIONS:
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Jay Chapa (5804)
Additional Information Contact: Cynthia Garcia (8187)
Ryan Haden (7329)
ATTACHMENTS
1. Available Funds—Beaty Street Apartments.pdf
2.Available Funds.pdf
3. Beaty Street Apartments Map.doc
ON
WW
Alamo Title Company
A member of Fidelity National Financial
April 20, 2018
VIA Federal Express
City of Fort Worth
Neighborhood Services Dept.
200 Texas Street
Fort Worth, TX 76102
ATTN: Alice Cruz
Re: Our file number 6000181701261-LSK
Beaty Street Apartments—Refinance
Dear Alice:
Enclosed you will find a copy of our electronically issued Owner's Policy of Title Insurance, the original
recorded Deed of Trust, the original recorded Release of Lien, and the original executed closing
statement.
Please let me know if you find you need anything further. Thank you for the opportunity of having
closed this transaction with the City of Fort Worth. I look forward to closing other deals with you.
SiYrely,
Laeith
Enc.
CC: via e-mail with attachments
Ms. Vicki Ganske Ms.Jessica Sangsvang
Sr. Assistant City Attorney Assistant City Attorney II
City of Fort Worth City of Fort Worth
200 Texas Street 200 Texas Street
Fort Worth, TX 76102 Fort Worth, TX 76102
2900 S. Hulen St., Suite 30 • Fort Worth, TX 76109
Main: 817.370.7393
PROMISSORY NOTE
HOME Funds
Date: March 27, 2018
Borrower: Housing Channel, a Texas non-profit corporation
Borrower's Mailing Address:
Housing Channel
4200 South Freeway
Tower Suite 307
Fort Worth, TX 76115
Attention: Donna VanNess
Lender: City of Fort Worth, Texas, a Texas municipal corporation
Place for Payment:
C/O Assistant 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: $2,926,310.44
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to the HOME
Investment Partnership 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: The expiration of the Affordability Period described in City Secretary
Contract No 42289, as amended, between Borrower and Lender for the
HOME funds (the "Contract").
Terms of Payment(principal and interest):
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
The Principal Amount is a forgivable deferred payment loan. Payment of the Principal
Amount will only be required if Borrower does not comply with the terms of the Contract,
the HOME Program, and the HOME Regulations, or the terms of this Note and any
instrument evidencing or securing the Loan (collectively,the "Loan Documents").
This Note is the Note required in the Contract and has been executed and delivered in
PROMISSORY NOTE—HOME FUNDS Page 1
Housing Channel
Beaty Street Apartments Rev.3/27/18
accordance with its terms. The funds advanced by Lender are HOME funds and the
Contract requires that the 66 residential rental units assisted with HOME funds located on
the Property and more particularly described in the Contract (the "HOME Units") must
qualify and remain affordable rental housing in accordance with the HOME Program and
the HOME Regulations for the 15 year Affordability Period as defined in the Contract.
The obligations described in the Contract pertaining to the HOME Program and the HOME
Regulations including the Affordability Period as well as the Loan evidenced by this Note
will be in default if HOME Units do not remain affordable rental housing for the duration
of the Affordability Period. In the event of such default,Lender may invoke any remedies
provided in the Contract or the Deed of Trust Security Agreement—Financing Statement
("Deed of Trust")for default.
On performance of the obligations described in the Contract and the terms and conditions
of the Loan Documents,the Loan will be forgiven.
Security for Payment:
This Note is secured by a Deed of Trust of even date from Borrower to Jessica Sangsvang,
Trustee, or Leann D. Guzman, Trustee, which covers the following real property:
Tract 1:
Being Lot 16-R and 18-R,Block 14, Forty Oaks, an Addition to the City of Fort Worth,
Tarrant County, Texas,according to the Map or Plat thereof recorded in Volume 388-46,
Page 619, of the Plat Records of Tarrant County Texas.
Tract 2:
Being Lots 12-15, Block 14, Forty Oaks, an Addition to the City of Fort Worth, Tarrant
County, Texas, according to the Map or Plat thereof recorded in Volume 388-1,Page 40,
of the Plat Records of Tarrant County Texas.
Tract 3:
Being Lots 1-4, 8-10,Block 15,Forty Oaks, an Addition to the City of Fort Worth,
Tarrant County, Texas, according to the Map or Plat thereof recorded in Volume 388-1,
Page 40, of the Plat Records of Tarrant County Texas,
commonly known as 5511 Beaty St.,Fort Worth TX 76112 (the "Property").
Other Security for Payment: None
If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender
the Principal Amount. In that event, this Note is payable at the Place for Payment and according
to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After the Maturity
Date, Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest
Rate on Matured, Unpaid Amounts.
PROMISSORY NOTE—HOME FUNDS Page 2
Housing Channel
Beaty Street Apartments Rev.3/27/18
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 in the performance of any
obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid
principal balance, earned interest, and any other amounts owed on the Note immediately due and
payable. Borrower and each surety, endorser, and guarantor waive all demand for payment,
presentation for payment, notice of intention to accelerate maturity, notice of acceleration of
maturity,protest, and notice of protest,to the extent permitted by law.
Notwithstanding anything to the contrary, if a monetary event of default occurs under the
terms of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower
written notice of such default. Borrower shall have a period of 7 days after such notice is given within
which to cure the default prior to exercise of remedies by Lender under the Loan Documents.
Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms
of any of the Loan Documents,prior to exercising any remedies,Lender shall give Borrower written
notice of such default. If the default is reasonably capable of being cured within 30 days,Borrower
shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan
Documents. If the default is such that it is not reasonably capable of being cured within 30 days,and
if Borrower (i) initiates corrective action within said period, and (ii) diligently, continually, and in
good faith works to effect a cure as soon as possible, then Borrower shall have such additional time
as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event
shall Lender be precluded from exercising remedies if its security becomes or is about to become
materially jeopardized by any failure to cure a default or the default is not cured within 180 days after
the first notice of default is given.
Borrower also promises to pay reasonable attorney's fees and court and other costs if this
Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear
interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts.
Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These
expenses and interest will become part of the debt evidenced by the Note and will be secured by
any security for payment.
Interest on the debt evidenced by this Note will not exceed the maximum rate or amount
of non-usurious interest that may be contracted for, taken, reserved, charged, or received under
law.Any interest in excess of that maximum amount will be credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. On any acceleration or required or permitted
prepayment, any excess interest will be canceled automatically as of the acceleration or
prepayment or, if the excess interest has already been paid, credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. This provision overrides any conflicting
provisions in this Note and all other instruments concerning the debt.
Each Borrower, as applicable, is responsible for all obligations represented by this Note.
When the context requires, singular nouns and pronouns include the plural.
The execution and delivery of this Note are required under the Contract.
PROMISSORY NOTE—HOME FUNDS Page 3
Housing Channel
Beaty Street Apartments Rev.3/27/18
If any provision of this Note conflicts with any provision of the Contract,the Deed of Trust
or any other document evidencing the same transaction between Lender and Borrower, the
provisions of the Contract will govern to the extent of the conflict. Capitalized terms not defined
herein shall have meanings assigned to them in the Contract.
This Note will be construed under the laws of the state of Texas without regard to
choice-of-law rules of any jurisdiction.
This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any other party
shall have any personal liability for repayment of the Loan described in the Contract. The sole
recourse of Lender under the Loan Documents for repayment of the Loan shall be the exercise of
its rights against the Security for Payment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
PROMISSORY NOTE—HOME FUNDS Page 4
Housing Channel
Beaty Street Apartments Rev.3/27/18
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
nna an ess, Pr
PROMISSORY NOTE—HOME FUNDS Page 5
Housing Channel
Beaty Street Apartments Rev.3/27/18
Page 1 of 16
D218066397 312912018 2:57 PM PGS 16 Fee: $76.00 Submitter: SIMPLIFILE
Electronically Recorded by Tarrant County Clerk in Official Public Records �-r
!'bt-jd,��cti c1,=, Mary Louise Garcia
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS
AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN
THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.
Deed of Trust
Security Agreement-Financing Statement
HOME Funds
Terms
r41
Date: March 27, 2018
Grantor: Housing Channel, a Texas non-profit corporation
Grantor's Mailing Address:
Housing Channel
4200 South Freeway
Tower Suite 307
Fort Worth, TX 76115
Attention: Donna VanNess
Trustee: Jessica Sangsvang or Leann D. Guzman
Trustee's Mailing Address:
City Attorney's Office
City of Fort Worth
200 Texas St.
Fort Worth, TX 76102
Tarrant County
Lender: City of Fort Worth, a Texas municipal corporation
Lender's Mailing Address:
City of Fort Worth
Neighborhood Services Department
Attention: Assistant Director
200 Texas Street
Fort Worth, Texas 76102
Tarrant County
Loan Authority:
The loan evidenced by this Note(the"Load')is being made pursuant to the HOME
DEED OF TRUST—HOME Funds Page 1
Housing Channel
Beaty Street Apartments Rev.3/27/18
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS
AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN
THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.
Deed of Trust
Security Agreement-Financing Statement
HOME Funds
Terms ALAh;O TITLE COMPANY
GF �o__ .�o�� /-�s
Date: March 27, 2018
Grantor: Housing Channel, a Texas non-profit corporation
Grantor's Mailing Address:
Housing Channel
4200 South Freeway
Tower Suite 307
Fort Worth, TX 76115
Attention: Donna VanNess
Trustee: Jessica Sangsvang or Leann D. Guzman
Trustee's Mailing Address:
City Attorney's Office
City of Fort Worth
200 Texas St.
Fort Worth, TX 76102
Tarrant County
Lender: City of Fort Worth, a Texas municipal corporation
Lender's Mailing Address:
City of Fort Worth
Neighborhood Services Department
Attention: Assistant Director
200 Texas Street
Fort Worth, Texas 76102
Tarrant County
Loan Authority:
The loan evidenced by this Note(the"Loan") is being made pursuant to the HOME
DEED OF TRUST—HOME Funds Page 1
Housing Channel
Beaty Street Apartments Rev.3/27/18
Investment Partnership 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.
Obligations
Note
Date: March 27, 2018
Original Principal Amount: $2,926,310.44
Borrower: Housing Channel
Lender: City of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: As described therein and in the Contract (as defined
below)
In addition, Obligations shall include compliance by Grantor with the requirements
of the HOME Program for the 15 year Affordability Period more particularly
described in Section F. below.
Property (including any improvements):
Tract 1:
Being Lot 16-R and 18-R, Block 14, Forty Oaks, an Addition to the City of Fort
Worth, Tarrant County, Texas, according to the Map or Plat thereof recorded in
Volume 388-46, Page 619, of the Plat Records of Tarrant County Texas.
Tract 2:
Being Lots 12-15, Block 14, Forty Oaks, an Addition to the City of Fort Worth,
Tarrant County, Texas, according to the Map or Plat thereof recorded in Volume
388-1, Page 40, of the Plat Records of Tarrant County Texas.
Tract 3:
Being Lots 1-4, 8-10, Block 15, Forty Oaks, an Addition to the City of Fort
Worth, Tarrant County, Texas, according to the Map or Plat thereof recorded in
Volume 388-1, Page 40, of the Plat Records of Tarrant County Texas.
commonly known as 5511 Beaty St., Fort Worth TX 76112 (the "Property").
Together with the following personal property:
All fixtures, supplies, building materials, and other goods of every nature
now or hereafter located, used, or intended to be located or used on the
Property;
DEED OF TRUST—HOME Funds Page 2
Housing Channel
Beaty Street Apartments Rev. 3/27/18
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: None
Other Exceptions to Conveyance and Warranty:
The Permitted Exceptions set forth on Exhibit "A" attached hereto and
incorporated herein for all purposes, to the extent that they relate to the Property.
For value received and to secure performance of the Obligations, Grantor conveys
the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the
Property, subject to the Other Exceptions to Conveyance and Warranty. On performance
of the Obligations including payment of the Loan and all other amounts secured by this
Deed of Trust 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;
DEED OF TRUST—HOME Funds Page 3
Housing Channel
Beaty Street Apartments Rev.3/27/18
3. defend title to the Property subject to the Other Exceptions to Conveyance
and Warranty and preserve the lien's priority as it is established in this Deed of Trust;
4. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
5. maintain all insurance coverages with respect to the Property, revenues
generated by the Property, and operations on the Property that Lender reasonably requires
("Required Insurance Coverages"), issued by insurers and written on policy forms
acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form
acceptable to Lender at least 10 days before the expiration of the Required Insurance
Coverages.
6. keep any buildings occupied as required by the Required Insurance
Coverages;
7. 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
8. notify Lender in writing of any change of address.
Grantor agrees not to-
t. do or permit anything to be done that will impair the security of this Deed
of Trust.
B. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute
trustee, succeeding to all rights and responsibilities of Trustee.
2. If the proceeds of the Loan are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and liens of the holders of any debt so paid.
3. Notwithstanding the terms of the Note to the contrary,and unless applicable
law prohibits, all payments received by Lender from Grantor with respect to the
Obligations or this Deed of Trust may, at Lender's discretion, be applied first to amounts
payable under this Deed of Trust and then to amounts due and payable to Lender with
respect to the Obligations, to be applied to late charges, principal, or interest in the order
Lender in its discretion determines.
4. If Grantor fails to perform any of Grantor's Obligations under this Deed of
Trust,subject to prior written notice and cure period,Lender may perform those obligations
and be reimbursed by Grantor on demand for any amounts so paid, including reasonable
attorney's fees,plus interest on those amounts from the dates of payment at the rate stated
DEED OF TRUST—HOME Funds Page 4
Housing Channel
Beaty Street Apartments Rev.3/27/18
in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by
this Deed of Trust.
5. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's Obligations under this Deed of Trust and the default continues after any required
notice of the default and the time allowed to cure, Lender may-
a. declare any unpaid principal balance and any earned interest on the
Obligations immediately due;
b. exercise Lender's rights with respect to rent under the Texas Property Code
as then in effect;
c. direct Trustee to foreclose this lien, in which case Lender or Lender's agent
will cause notice of the foreclosure sale to be given as provided by the Texas
Property Code as then in effect; and
d. purchase the Property at any foreclosure sale by offering the highest bid and
then have the bid credited on the Obligations.
6. Lender may remedy any default without waiving it and may waive any
default without waiving any prior or subsequent default.
C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will-
1. either personally or by agent give notice of the foreclosure sale as required
by the Texas Property Code as then in effect;
2. sell and convey all or part of the Property "AS IS" to the highest bidder for
cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other
Exceptions to Conveyance and Warranty and without representation or warranty, express
or implied, by Trustee;
3. from the proceeds of the sale, pay, in this order-
a. expenses of foreclosure, including a reasonable commission to
Trustee;
b. to Lender, the full amount of principal, interest, reasonable
attorney's fees, and other charges due and unpaid;
C. any amounts required by law to be paid before payment to Grantor;
d. to Grantor, any balance; and
DEED OF TRUST—HOME Funds Page 5
Housing Channel
Beaty Street Apartments Rev.3/27/18
4. be indemnified, held harmless, and defended by Lender against all costs,
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of
the trust created by this Deed of Trust, which includes all court and other costs, including
reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken
against Trustee in that capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Trust, Grantor must
immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will
become a tenant at sufferance of the purchaser, subject to an action for forcible detainer.
2. Recitals in any trustee's deed conveying the Property will be presumed to
be true, absent evidence to the contrary.
3. Proceeding under this Deed of Trust,filing suit for foreclosure, or pursuing
any other remedy will not constitute an election of remedies.
4. This lien will remain superior to liens later created even if the time of
payment of all or part of the Obligations is extended or part of the Property is released,
unless a subordination agreement is executed by the Lender.
5. If any portion of the Obligations cannot be lawfully secured by this Deed of
Trust, payments will be applied first to discharge that portion.
6. Grantor assigns to Lender all amounts payable to or received by Grantor
from condemnation of all or part of the Property,from private sale in lieu of condemnation,
and from damages caused by public works or construction on or near the Property. After
deducting any expenses incurred, including reasonable attorney's fees and court and other
costs, Lender will either release any remaining amounts to Grantor or apply such amounts
to reduce the Obligations and any excess proceeds shall be paid to Grantor.Lender will not
be liable for failure to collect or to exercise diligence in collecting any such amounts.
Grantor will immediately give Lender notice of any actual or known threatened
proceedings for condemnation of all or part of the Property.
Notwithstanding the above, in the event of any fire or other casualty to the Property
or eminent domain proceedings resulting in condemnation of the Property or any part thereof,
Grantor shall have the right to rebuild the Property, and to use all available insurance or
condemnation proceeds therefore,provided that(a) such proceeds are sufficient to keep the
Obligations in balance and rebuild the Property in a manner that provides adequate security
to Lender for repayment or performance of the Obligations or if such proceeds are insufficient
then Grantor shall have funded any deficiency, (b) Lender shall have the right to approve
plans and specifications for any major rebuilding and the right to approve disbursements of
insurance or condemnation proceeds for rebuilding under a construction escrow or similar
arrangement, and (c) no material default then exists under the Loan documents other than
DEED OF TRUST—HOME Funds Page 6
Housing Channel
Beaty Street Apartments Rev.3/27/18
attributable to casualty or condemnation. If the casualty or condemnation affects only part of
the Property and total rebuilding is infeasible,then proceeds may be used for partial rebuilding
and partial repayment of the Obligations in a manner that provides adequate security to Lender
for repayment of the remaining balance of the Obligations,and any excess proceeds shall be
paid to Grantor.
7. Grantor assigns to Lender absolutely, not only as collateral, all present and
future rent and other income and receipts from the Property. Grantor may as Lender's
licensee collect rent and other income and receipts as long as Grantor is not in default with
respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents,
Grantor will apply all rent and other income and receipts to payment of the Obligations and
performance of this Deed of Trust,but if the rent and other income and receipts exceed the
amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the
excess. If Grantor defaults in payment or performance of the Obligations or performance
of this Deed of Trust, Lender may terminate Grantor's license to collect rent and other
income and then as Grantor's agent may rent the Property and collect all rent and other
income and receipts. Lender neither has nor assumes any obligations as lessor or landlord
with respect to any occupant of the Property. Lender may exercise Lender's rights and
remedies under this paragraph without taking possession of the Property. Lender will apply
all rent and other income and receipts collected under this paragraph as required by the
Texas Property Code as then in effect. Lender is not required to act under this paragraph,
and acting under this paragraph does not waive any of Lender's other rights or remedies.
8. Interest on the debt secured by this Deed of Trust will not exceed the
maximum amount of non-usurious interest that may be contracted for, taken, reserved,
charged, or received under law. Any interest in excess of that maximum amount will be
credited on the principal of the debt or,if that has been paid,refunded. On any acceleration
or required or permitted prepayment, any excess interest will be canceled automatically as
of the acceleration or prepayment or, if already paid, credited on the principal of the debt
or, if the principal of the debt has been paid, refunded. This provision overrides any
conflicting provisions in this and all other instruments concerning the debt.
9. In no event may this Deed of Trust secure payment of any debt that may not
lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law.
10. When the context requires, singular nouns and pronouns include the plural.
11. The term Note includes all extensions, modifications, and renewals of the
Note and all amounts secured by this Deed of Trust.
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
DEED OF TRUST—HOME Funds Page 7
Housing Channel
Beaty Street Apartments Rev.3/27/18
to time, permit Lender to examine and make copies of such books, records, contracts,
leases, and other instruments at any reasonable time.
13. Grantor agrees to deliver to Lender, at Lender's request from time to time,
internally prepared financial statements of Grantor and any guarantor of the Note prepared
in accordance with generally accepted accounting principles consistently applied, in detail
reasonably satisfactory to Lender and certified to be materially true and correct by the chief
financial officer of Grantor or its certified public accountant, as applicable.
14. If Lender orders an appraisal of the Property while a default exists or to
comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to
reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to
reimburse Lender for any such appraisal within 20 days of Lender's written request, that
failure is a default under this Deed of Trust.
15. Grantor agrees to allow Lender or Lender's agents to enter the Property
during regular business hours upon at least 48 hours prior notice and inspect it and any
personal property in which Lender is granted a security interest by this Deed of Trust.
16. Grantor may not sell, transfer, or otherwise dispose of any Property,
whether voluntarily or by operation of law, except for condemnation or to obtain utility
easements, without the prior written consent of Lender. If granted, consent may be
conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and
management ability being satisfactory to Lender; and (b) the grantee's executing, before
such sale, transfer, or other disposition, a written assumption agreement containing any
terms Lender may reasonably require, such as a principal pay down on the Obligations, an
increase in the rate of interest payable with respect to the Obligations,a transfer fee,or any
other modification of the Note,this Deed of Trust, or any other instruments evidencing or
securing the Obligations.
Grantor may not cause or permit any Property to be encumbered by any liens,
security interests, or encumbrances other than the liens securing the Obligation and the
liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions
without the prior written consent of Lender. If granted, consent may be conditioned upon
Grantor's executing,before granting such lien,a written modification agreement containing
any terms Lender may require,such as a principal pay down on the Obligations,an increase
in the rate of interest payable with respect to the Obligations,an approval fee, or any other
modification of the Note, this Deed of Trust, or any other instruments evidencing or
securing the Obligations.
Grantor may not grant any lien, security interest, or other encumbrance (a
"Subordinate Instrument") covering the Property that is subordinate to the liens created
by this Deed of Trust without the prior written consent of Lender. If granted, consent may
be conditioned upon the Subordinate Instrument's containing express covenants to the
effect that-
DEED OF TRUST—HOME Funds Page 8
Housing Channel
Beaty Street Apartments Rev.3/27/18
a. the Subordinate Instrument is unconditionally subordinate to this Deed of
Trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate
Instrument, no action may be taken that would terminate any occupancy or
tenancy without the prior written consent of Lender, and that consent, if
granted, may be conditioned in any manner Lender determines;
C. rents, if collected by or for the holder of the Subordinate Instrument,will be
applied first to the payment of the Obligations then due and to expenses
incurred in the ownership, operation, and maintenance of the Property in
any order Lender may determine, before being applied to any indebtedness
secured by the Subordinate Instrument;
d. written notice of default under the Subordinate Instrument and written
notice of the commencement of any action to foreclose or otherwise enforce
the Subordinate Instrument must be given to Lender concurrently with or
immediately after the occurrence of any such default or commencement;
and
e. in the event of the bankruptcy of Grantor,all amounts due on or with respect
to the Obligations and this Deed of Trust will be payable in full before any
payments on the indebtedness secured by the Subordinate Instrument.
Grantor may not cause or permit any of the following events to occur without the
prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the
corporation or the sale,pledge, encumbrance, or assignment of any shares of its stock; (b)
a limited liability company, the dissolution of the company or the sale, pledge,
encumbrance, or assignment of any of its membership interests; (c) a general partnership
or joint venture, the dissolution of the partnership or venture or the sale, pledge,
encumbrance, or assignment of any of its partnership or joint venture interests, or the
withdrawal from or admission into it of any general partner or joint venturer; or (d) a
limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge,
encumbrance, or assignment of any of its general partnership interests, or the withdrawal
from or admission into it of any general partner, or (3) except for a limited partnership
interest in a low income housing project, the withdrawal from or admission into it of any
controlling limited partner or partners.If granted, consent may be conditioned upon(a)the
integrity, reputation, character, creditworthiness, and management ability of the person
succeeding to the ownership interest in Grantor (or security interest in such 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.
DEED OF TRUST—HOME Funds Page 9
Housing Channel
Beaty Street Apartments Rev.3/27/18
17. Grantor agrees not to grant any future lien or security interest in the Property
or to permit any future junior encumbrance to be recorded or any existing or future claim
to otherwise become an encumbrance against the Property. If an involuntary encumbrance
is filed against the Property, Grantor agrees, within 30 days of actual notice, to either
remove the involuntary encumbrance or insure against it or provide a bond acceptable to
Lender against the involuntary encumbrance.
18. This Deed of Trust binds, benefits, and may be enforced by the successors
in interest of all parties.
19. If Grantor and Borrower are not the same person,the term Grantor includes
Borrower.
20. Except as may be specifically stated in this Deed of Trust or the Note,
Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for
payment, presentation for payment, notice of intention to accelerate maturity, notice of
acceleration of maturity,protest, and notice of protest,to the extent permitted by law.
21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court
and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust
is placed in the hands of an attorney for enforcement.
22. If any provision of this Deed of Trust is determined to be invalid or
unenforceable,the validity or enforceability of any other provision will not be affected.
23. The term Lender includes any mortgage servicer for Lender.
24. The debt and the performance secured by this Deed of Trust is a nonrecourse
obligation of Borrower. Neither Borrower nor any other party shall have any personal
liability for repayment of the Loan described in the Contract. The sole recourse of Lender
under the Loan documents for repayment of the Loan or performance of any of the
Obligations shall be the exercise of its right against the security for payment as defined in
the Note.
E. Construction Loan Mortgage
1. This Deed of Trust is a "construction mortgage" within the meaning of
Section 9.334 of the Texas Business and Commerce Code. The liens and security 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.42289,as amended,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.
DEED OF TRUST—HOME Funds Page 10
Housing Channel
Beaty Street Apartments Rev.3/27/18
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 66 residential rental units located on the Property assisted with HOME Funds
(the "HOME Units") must qualify and remain affordable rental housing in
accordance with the HOME Program and the HOME Regulations for the 15 year
Affordability Period more particularly defined 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 HOME Units more particularly described in the Contract do
not remain affordable rental housing for the duration of the Affordability Period.
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.
G. Renewal and Extension
1. This Deed of Trust is the Deed of Trust described in the Note and
the Contract as to be substituted for that certain other Deed of Trust Security
Agreement dated September 19, 2011, filed on September 21, 2011, under
DEED OF TRUST—HOME Funds Page 11
Housing Channel
Beaty Street Apartments Rev.3/27/18
Document No. D211229024 in the Real Property Records of Tarrant County,
Texas, and this Deed of Trust renews and extends the lien and the Obligations
described therein including all HOME requirements under the HOME Regulations.
Grantor acknowledges that the lien securing the Note is valid and that it subsists
against the Property and that said lien is renewed and extended in full force by this
Deed of Trust until the Note is paid and the Obligations performed in full even
though the prior lien is released.
2. The Note renews and extends the balance that Grantor owes on a
prior note in the original principal amount of $530,000.00, which is dated
September 19, 2011, executed by Tarrant County Housing Partnership, Inc., now
known as Housing Channel,and payable to the order of Wells Fargo Bank,National
Association. The prior note is more fully described in and secured by a deed of
trust on the Property, which is dated September 21, 2011, filed on September 21,
2011, under Document No. D211229022 in the Real Property Records of Tarrant
County,Texas. Grantor acknowledges that the lien securing the prior note is valid,
that it subsists against the Property, and that by this deed of trust it is renewed and
extended in full force to secure payment of the Note, even though the prior lien is
released and not assigned to Lender.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
DEED OF TRUST—HOME Funds Page 12
Housing Channel
Beaty Street Apartments Rev.3/27/18
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
By: - I &
o a ess
P-ws'ident
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on Mufc.�% ;0 , 2018 by
Donna VanNess, the President of Housing Channel, a Texas nonprofit corporation, on
behalf of said corporation.
`�`PRY PV�iG ANNE H. NAPPS
Notary Public, State of exas
S Notary Public, State of Texas
9f `c Comm.Expires 09-23-2020
OF Notary ID 130833865
AFTER RECORDING RETURN TO:
City of Fort Worth
City Attorney's Office
Attention: Jessica Sangsvang
200 Texas Street
Fort Worth, Texas 76102
DEED OF TRUST—HOME Funds Page 13
Housing Channel
Beaty Street Apartments Rev.3/27/18
EXHIBIT "A"
PERMITTED ENCUMBRANCES
1. Restrictive covenants of records including Volume 2320, Page 230; Volume
2886,Page 196, Real Property Records, Tarrant County, Texas and in Volume
388-I,Page 40; Volume 388-46, Page 619, Plat Records, Tarrant County, Texas.
2. Liens and leases that affect the title to the Property, but that are subordinate to
the lien of the Deed of Trust.
3. Rights of tenants in possession, as tenants only, under unrecorded lease
agreements.
4. Any discrepancies, conflicts, or shortages in area or boundary lines, or any
encroachments or protrusions, or any overlapping of improvements.
5. Standby fees,taxes and assessments by any taxing authority for the year 2017
and subsequent years; and subsequent taxes and assessments by any taxing
authority for prior years due to change in land usage or ownership; but not those
taxes or assessments for prior years because of an exemption granted to a
previous owner of the property under Section 11.13, Texas Tax Code, or
because of improvements not assessed for a previous tax years.
6. All leases, grants,exceptions or reservations of coal, lignite, oil, gas and other
minerals,together with all rights,privileges, and immunities relating thereto,
appearing in the Public Records.
7. The following items as set out on plat recorded in Volume 388-46, Page 619,
Plat Records, Tarrant County, Texas:
a) 25 foot building line
b) 5 foot utility easement
c) 12 1/2 building line
d) 5 foot utility and storm sewer easement
e) 20 foot by 20 foot public open space easement
(As to Tract 1)
The following items as set out on plat recorded in Volume 388-I, Page 40, Plat Records,
Tarrant County,Texas:
a) 25 foot building line
b) 5 foot utility easement
c) 10 foot storm water and utility easement(Lot 15)
(As to Tract 2)
The following items as set out on plat recorded in Volume 388-I,Page 40, Plat Records,
Tarrant County, Texas:
a) 25 foot building line
b) 5 foot utility easement
c) 12.5 foot building line (Lot 1 & 10)
(As to Tract 3)
DEED OF TRUST—HOME Funds Page 14
Housing Channel
Beaty Street Apartments Rev.3/27/18
Shown on survey dated January 3,2018, by CBG Surveying Inc.,prepared by Bryan
Connally, Registered Professional Land Surveyor Number 5513, Job Number 1727601.
8. Easement(s) and rights incidental thereto, as granted in a document:
Granted to: Texas Electric Service Company
Purpose:As provided in said document
Recording Date: October 13, 1968
Recording No: Volume 4631,Page 928, Real Property Records, Tarrant
County, Texas
Affects: Tract 1
Shown on survey dated January 3,2018, by CBG Surveying Inc.,prepared
by Bryan Connally, Registered Professional Land Surveyor Number 5513,
Job Number 1727601.
9. Easement(s) and rights incidental thereto, as granted in a document:
Granted to: Texas Electric Service Company
Purpose:As provided in said document
Recording Date: September 14, 1971
Recording No: Volume 5111, Page 349, Real Property Records, Tarrant
County, Texas
Affects: Tract 1
Noted on survey dated January 3, 2018, by CBG Surveying Inc.,prepared
by Bryan Connally,Registered Professional Land Surveyor Number 5513,
Job Number 1727601.
10. Lease for coal, lignite, oil, gas or other minerals, together with rights incident
thereto, dated September 18, 2000, by and between 777 Development Group,
LLC, a Texas limited liability company, as Lessor, and Dale Property Services,
LLC, as Lessee, recorded October 5, 2007 at under Clerk's File No(s).
D207356452 of the Official Records of Tarrant County,Texas.
11.Lease for coal, lignite, oil, gas or other minerals,together with rights incident
thereto, dated September 18, 2007, by and between TDHB, Inc., a Texas
corporation , as Lessor, and Dale Property Services,LLC, as Lessee, recorded
October 18, 2007 at under Clerk's File No(s). D207373366 of the Official
Records of Tarrant County, Texas. (Lots 14 and 15 Block 14)
12. Interest in and to all coal, lignite, oil, gas and other minerals, and all rights
incident thereto, contained in instrument dated April 1, 2008, recorded
September 4, 2008 at under Clerk's File No(s). D208345250 of the Official
Records of Tarrant County, Texas, which document contains the following
language "all of grantor's right,title and interest, in and to all of the oil, gas and
other minerals".
13. Matters contained in that certain document
Entitled:Nonexclusive Installation and Service Agreement
Dated: October 3, 2012
Executed by: Marcus Cable Associates, LLC and Tarrant County Housing
Partnership,Inc
Recording Date: December 12, 2012
DEED OF TRUST—HOME Funds Page 15
Housing Channel
Beaty Street Apartments Rev.3/27/18
Recording No: under Clerk's File No(s). D212304023, Real Property
Records, Tarrant County,Texas
Reference is hereby made to said document for full particulars.
14.Any rights, interests, or claims which may exist or arise by reason of the
following matters disclosed by survey
Job No.: 1727601
Dated: January 3, 2018
Prepared by: Bryan Connally, Registered Professional Land Surveyor
Number 5513
Matters shown: Tract 1
Wood Fence North and West property line
Overhead Electric and Power Lines;Underground Electric
Sidewalks Southerly property lines
Concrete paving South property line
Tract 2
Chain link fence and wood fence North property line.
Overhead Electric and Power Lines;Underground Electric
Sidewalks Southerly property lines
Concrete paving South property line
Tract 3; Lots 1-4
Overhead Electric and Power Lines; Underground Electric
Concrete paving North property line
Tract 3: Lots 8-10
Overhead Electric and Power Lines; Underground Electric
Chain link fence South property line
Dumpster and fence over easement
Building over 25'Building Line-Lot 8
Building over 12.5'Building Line-Lot 10
DEED OF TRUST—HOME Funds Page 16
Housing Channel
Beaty Street Apartments Rev.3/27/18
Alamo Title Company
2900 South Hulen Street,Suite 30,Ft Worth,TX 76109
Phone:(817)370-7393 1 FAX:(817)370-6131
MASTER STATEMENT
Settlement Date: March 27,2018 Escrow Number: 6000181701261
Disbursement Date: March 27,2018 Escrow Officer: Lavonne Keith
Borrower: Tarrant County Housing Partnership,Inc.,nka Housing Channel(100.00000%)
Property: Beaty Street Apartments
Fort Worth,TX
Lender: City of Fort Worth
SELLER BORROWER
$ DEBITS $ CREDITS $ DEBITS $ CREDITS
FINANCIAL CONSIDERATION
Principal amount of new loan(s) 2,926,310.44
City of Fort Worth
First Draw on Home Loan 422,075.06
City of Fort Worth
TITLE&ESCROW CHARGES
Title services and lender's title insurance 66.00
RE:Tax Certificate
Alamo Title FBO National TaxNet
Title services and lender's title insurance 9.00
RE:E Recording Fee
Alamo Title Company
Settlement or closing fee 375.00
RE:Escrow Fee
Alamo Title Company
Lender's title insurance 14,258.75
Alamo Title Company
Not Yet Due and Payable Tax Amendment 5.00
Alamo Title Company
T-30 Amendment of Tax Exception(T-30,T-3 or 20.00
deletion)
Alamo Title Company
Guaranty Assessment Recoupment Charge 4.50
Texas Title Insurance Guaranty Association
Document Preparation Fee 70.00
Newman&Lawler,P.C.
Policies to be issued:
Loan Policy
Coverage: $2,926,310.44 Premium:$14,258.75
Version: Loan Policy of Title Insurance(T-2)-
2014
GOVERNMENTCHARGES
Government recording charges 96.00
Alamo Title Company
PAYOFFS
Wells Fargo-payoff thru March 28,2018
($407,170.81)
Wells Fargo
Total Payoff 407,170.81
OTHER DEBITS/CREDITS
Existing Liens with City of Fort Worth 2,926,310.44
MISCELLANEOUS CHARGES
New Survey to CBG Surveying,Inc.
RE:P.O.C.$3,902.41(B)'
Subtotals 3,348,385.50 3,348,385.50
0.00 0.00 TOTALS 3,348,385.50 3,348,385.50
Page 1 of 2 (6000181701261/49)March 27,2018 11:15 AM C
Master Statement,Legal-Continued
APPROVED and ACCEPTED
Borrower and Seller understand the Closing or Escrow Agent has assembled this information representing the transaction from the
best information available from other sources and cannot guarantee the accuracy thereof.The Lender involved may be fumished a
copy of this Statement.The undersigned hereby authorizes Alamo Title Company to make expenditures and disbursements as
shown and approves same for payment.The undersigned also acknowledges receipt of loan funds in the amount shown above
and a receipt of a copy of this Statement.
I have carefully reviewed the Settlement Statement and to the best of my knowledge and belief,it is a true and accurate statement of
all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the
Settlement Statement.
SELLER: BORROWER:
Tarant County Housing Partnership,Inc.,nka
Housing Cha el
BY:
To the st of my knowledge, Settlem nt Statement which 1 have prepared is rue and a ccount of the funds which
were r ived have be will b bussed y the undersigned as part of the settlement of this transaction.
Alary6 Title CompAy
Sodlement Agent
Page 2 of 2 (6000181701261/49)March 27,2018 11:15 AM C
Policy LOAN POLICY OF TITLE INSURANCE (T-2)
Issued By: Policy Number:
1000�
Alamo Title Insurance 6000181701261-L
Any notice of claim and any other notice or statement in writing required to be given the Company under this
Policy must be given to the Company at the address shown in Section 17 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN
SCHEDULE B AND THE CONDITIONS, ALAMO TITLE INSURANCE, a Texas corporation (the"Company") insures, as of
Date of Policy and, to the extent stated in Covered Risks 11, 13 and 14, after Date of Policy, against loss or damage, not
exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against
loss from:
(a) A defect in the Title caused by:
(i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation;
(ii) failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or
delivered;
(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified, expired or otherwise invalid power of attorney;
(vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those
acts by electronic means authorized by law; or
(vii)a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but
unpaid.
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be
disclosed by an accurate and complete land survey of the Land. The term "encroachment' includes
encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the
Land of existing improvements located on adjoining land.
3. Lack of good and indefeasible Title.
4. No right of access to and from the Land.
5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to
building and zoning) restricting, regulating, prohibiting or relating to:
(a) the occupancy, use or enjoyment of the Land;
(b) the character, dimensions or location of any improvement erected on the Land;
(c) subdivision of land; or
(d) environmental protection
if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to
enforce, but only to the extent of the violation or enforcement referred to in that notice.
6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a
notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the
extent of the enforcement referred to in that notice.
7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in
the Public Records.
8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without
Knowledge.
9. The invalidity or unenforceability of the lien of the Insured Mortgage upon the Title. This Covered Risk includes but is
not limited to insurance against loss from any of the following impairing the lien of the Insured Mortgage:
(a) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation;
(b) failure of any person or Entity to have authorized a transfer or conveyance;
FORM T-2: Loan Policy of Title Insurance(01/03/14) TX---SPS-3339943-1-18-6000181701261
ALAMO TITLE INSURANCE POLICY NO.: 6000181701261-L
(continued)
(c) the Insured Mortgage not being properly created, executed, witnessed, sealed, acknowledged, notarized or
delivered;
(d) failure to perform those acts necessary to create a document by electronic means authorized by law;
(e) a document executed under a falsified, expired or otherwise invalid power of attorney;
(f) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by
electronic means authorized by law; or
(g) a defective judicial or administrative proceeding.
10. The lack of priority of the lien of the Insured Mortgage over any other lien or encumbrance.
11, The lack of priority of the lien of the Insured Mortgage
(a) as security for each and every advance of proceeds of the loan secured by the Insured Mortgage over any
statutory or constitutional mechanic's, contractor's, or materialman's lien for services, labor or material having its
inception on or before Date of Policy; and
(b) over the lien of any assessments for street improvements under construction or completed at Date of Policy.
12. The invalidity or unenforceability of any assignment of the Insured Mortgage, provided the assignment is shown in
Schedule A, or the failure of the assignment shown in Schedule A to vest title to the Insured Mortgage in the named
Insured assignee free and clear of all liens.
13. The invalidity, unenforceability, lack of priority or avoidance of the lien of the Insured Mortgage:
(a) resulting from the avoidance in whole or in part, or from a court order providing an alternative remedy, of any
transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction creating the lien
of the Insured Mortgage because that prior transfer constituted a fraudulent or preferential transfer under federal
bankruptcy, state insolvency or similar creditors' rights laws; or
(b) because the Insured Mortgage constitutes a preferential transfer under federal bankruptcy, state insolvency or
similar creditors' rights laws by reason of the failure of its recording in the Public Records:
(i) to be timely, or
(ii) to impart notice of its existence to a purchaser for value or a judgment or lien creditor.
14. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 13 that has been
created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the
recording of the Insured Mortgage in the Public Records.
The Company will also pay the costs, attorneys' fees and expenses incurred in defense of any matter insured against by
this Policy, but only to the extent provided in the Conditions.
Alamo Title Insurance
By:
Issued By:
Alamo Title Company
�J
President
Attest:
Joseph Love Secretary
FORM T-2: Loan Policy of Title Insurance(01/03/14) TX--SPS-3339943-1-18-6000181701261
ALAMO TITLE INSURANCE POLICY NO.: 6000181701261-L
(continued)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or
damage, costs, attorneys'fees or expenses that arise by reason of:
1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting,
regulating, prohibiting or relating to:
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions or location of any improvement erected on the Land;
(iii) subdivision of land; or
(iv) environmental protection
or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not
modify or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b)does not modify or limit the coverage provided under Covered
Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the Insured Claimant;
(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured
Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured
Claimant became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided
under Covered Risk 11, 13 or 14); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the
Insured Mortgage.
4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with
applicable doing business laws of the state where the Land is situated.
5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction
evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth in lending law.
6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the
transaction creating the lien of the Insured Mortgage, is:
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 13(b)of this policy.
7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching
between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This exclusion does
not modify or limit the coverage provided under Covered Risk 11(b).
8. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land
described in Schedule A because of Unmarketable Title.
FORM T-2: Loan Policy of Title Insurance(01/03/14) TX----SPS-3339943-1-18-6000181701261
ALAMO TITLE INSURANCE POLICY NO.: 6000181701261-L
LOAN POLICY OF TITLE INSURANCE (T-2)
SCHEDULE A
Name and Address of Title Insurance Company:
Alamo Title Insurance
P.O. Box 45023
Jacksonville, FL 32232-5023
GF No.: ATD-18-6000181701261
Policy No.: 6000181701261-L
Loan No.: n/a
Address for Reference only: Beaty Street Apartments, Fort Worth, TX
Amount of Insurance: $2,926,310.44
Premium: $14,258.75
Date of Policy: March 29, 2018 at 02:57 PM
1. Name of Insured:
City of Fort Worth, a Texas municipal corporation, and each successor in ownership of the indebtedness secured by
the insured mortgage, except a successor who is an obligor under the provisions of Section 12 (c)of the Conditions.
2. The estate or interest in the Land that is encumbered by the Insured Mortgage is:
Fee Simple
3. Title is insured as vested in:
Housing Channel, a Texas non-profit corporation
4. The Insured Mortgage, and its assignments, if any, are described as follows:
A deed of trust to secure an indebtedness in the amount shown below,
Amount: $2,926,310.44
Dated: March 27. 2018
Trustor/Grantor: Housing Channel, a Texas non-profit corporation
Trustee: Jessica Sangsvang or Leann D. Guzman
Beneficiary: City of Fort Worth, a Texas municipal corporation
Loan No.: n/a
Recording Date: March 29, 2018
Recording No: D218066397, Official Public Records, Tarrant County, Texas
5. The Land referred to in this policy is described as follows:
SEE EXHIBIT "A"ATTACHED HERETO AND MADE A PART HEREOF
6. This policy incorporates by reference those endorsements selected below:
None; see attached endorsements
R1 Section 13 of the Conditions of this policy, which relates to Arbitration, is hereby deleted.
END OF SCHEDULE A
FORM T-2: Loan Policy of Title Insurance(01/03/14) TX---SPS-3339943-1-18-6000181701261
EXHIBIT "A"
Legal Description
Tract 1:
Being Lot 16-R and 18-R, Block 14, Forty Oaks, an Addition to the City of Fort Worth, Tarrant County, Texas, according to
the Map or Plat thereof recorded in Volume 388-46, Page 619, of the Plat Records of Tarrant County, Texas.
Tract 2:
Being Lots 12-15, Block 14, Forty Oaks, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the
Map or Plat thereof recorded in Volume 388-I, Page 40, of the Plat Records of Tarrant County, Texas.
Tract 3:
Being Lots 1-4, 8-10, Block 15, Forty Oaks, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the
Map or Plat thereof recorded in Volume 388-I, Page 40, of the Plat Records of Tarrant County, Texas.
FORM T-2: Loan Policy of Title Insurance(01/03/14) TX—SPS-3339943-1-18-6000181701261
ALAMO TITLE INSURANCE POLICY NO.: 6000181701261-L
SCHEDULE B
EXCEPTIONS FROM COVERAGE
GF No.: ATD-18-6000181701261 Policy No.: 6000181701261-L
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys'fees or expenses) that
arise by reason of the terms and conditions of leases and easements, if any, shown in Schedule A, and the following
matters:
1. The following restrictive covenants of record itemized below, but the Company insures that any such restrictive
covenants have not been violated so as to affect, and that future violation thereof will not affect the validity or
priority of the Insured Mortgage (insert specific recording data or delete this exception):
Volume 2320, Page 230; Volume 2886, Page 196, Real Property Records, Tarrant County, Texas and in Volume
388-I, Page 40; Volume 388-46, Page 619, Plat Records, Tarrant County, Texas.
Omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion,
sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of
income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is
permitted by applicable law.
Noted on survey dated January 3, 2018, by CBG Surveying Inc., prepared by Bryan Connally, Registered
Professional Land Surveyor Number 5513, Job Number 1727601.
2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any
overlapping of improvements.
3. Standby fees, taxes and assessments by any taxing authority for the year 2018 and subsequent years; but not
those taxes or assessments for prior years because of an exemption granted to a previous owner of the property
under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year.
Company insures that standby fees, taxes and assessments by any taxing authority for the year 2018 are not yet
due and payable.
4. Liens and leases that affect theTitle, but that are subordinate to the lien of the Insured Mortgage.
5. (Insert here all other specific exceptions as to superior liens, easements, outstanding mineral and royalty interests,
etc.)
a. Rights of tenants in possession, as tenants only, under unrecorded lease agreements.
b. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all
rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in
Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are
not listed.
C. The following items as set out on plat recorded in Volume 388-46, Page 619, Plat Records, Tarrant
County, Texas:
1) 25 foot building line
2) 5 foot utility easement
3) 12 1/2 building line
4) 5 foot utility and storm sewer easement
5) 20 foot by 20 foot public open space easement
(As to Tract 1)
FORM T-2: Loan Policy of Title Insurance(01103114) TX---SPS-3339943-1-18-6000181701261
ALAMO TITLE INSURANCE POLICY NO.: 6000181701261-L
SCHEDULE B
EXCEPTIONS FROM COVERAGE
(continued)
The following items as set out on plat recorded in Volume 388-I, Page 40, Plat Records, Tarrant
County, Texas:
1) 25 foot building line
2) 5 foot utility easement
3) 10 foot storm water and utility easement( Lot 15 )
(As to Tract 2)
The following items as set out on plat recorded in Volume 388-I, Page 40, Plat Records, Tarrant
County, Texas:
1) 25 foot building line
2) 5 foot utility easement
3) 12.5 foot building line ( Lot 1 & 10 )
(As to Tract 3)
Shown on survey dated January 3, 2018, by CBG Surveying Inc., prepared by Bryan Connally, Registered
Professional Land Surveyor Number 5513, Job Number 1727601.
d. Easement(s)and rights incidental thereto, as granted in a document:
Granted to: Texas Electric Service Company
Purpose: As provided in said document
Recording Date: October 13, 1968
Recording No: Volume 4631, Page 928, Real Property Records, Tarrant County, Texas
Affects: Tract 1
Shown on survey dated January 3, 2018, by CBG Surveying Inc., prepared by Bryan Connally, Registered
Professional Land Surveyor Number 5513, Job Number 1727601.
e. Easement(s)and rights incidental thereto, as granted in a document:
Granted to: Texas Electric Service Company
Purpose: As provided in said document
Recording Date: September 14, 1971
Recording No: Volume 5111, Page 349, Real Property Records, Tarrant County, Texas
Affects: Tract 1
Noted on survey dated January 3, 2018, by CBG Surveying Inc., prepared by Bryan Connally, Registered
Professional Land Surveyor Number 5513, Job Number 1727601.
f. Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated September 18,
2000, by and between 777 Development Group, LLC, a Texas limited liability company, as Lessor, and
Dale Property Services, LLC, as Lessee, recorded October 5, 2007 at under Clerk's File No(s).
D207356452 of the Official Records of Tarrant County, Texas. Reference to which instrument is here
made for particulars. No further search of title has been made as to the interest(s)evidenced by this
instrument, and the Company makes no representation as to the ownership or holder of such interest(s).
g. Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated September 18,
2007, by and between TDHB, Inc., a Texas corporation , as Lessor, and Dale Property Services, LLC, as
Lessee, recorded October 18, 2007 at under Clerk's File No(s). D207373366 of the Official Records of
FORM T-2: Loan Policy of Title Insurance(01/03/14) TX----SPS-3339943-1-18-6000181701261
ALAMO TITLE INSURANCE POLICY NO.: 6000181701261-L
SCHEDULE B
EXCEPTIONS FROM COVERAGE
(continued)
Tarrant County, Texas. Reference to which instrument is here made for particulars. No further search of
title has been made as to the interest(s) evidenced by this instrument, and the Company makes no
representation as to the ownership or holder of such interest(s).
(Lots 14 and 15 Block 14)
h. Interest in and to all coal, lignite, oil, gas and other minerals, and all rights incident thereto, contained in
instrument dated April 1, 2008, recorded September 4, 2008 at under Clerk's File No(s). D208345250 of
the Official Records of Tarrant County, Texas, which document contains the following language"all of
grantor's right, title and interest, in and to all of the oil, gas and other minerals". Reference to which
instrument is here made for particulars. No further search of title has been made as to the interest(s)
evidenced by this instrument, and the Company makes no representation as to the ownership or holder of
such interest(s).
i. Matters contained in that certain document
Entitled: Nonexclusive Installation and Service Agreement
Dated: October 3, 2012
Executed by: Marcus Cable Associates, LLC and Tarrant County Housing Partnership, Inc
Recording Date: December 12, 2012
Recording No: under Clerk's File No(s). D212304023, Real Property Records, Tarrant County,
Texas
Reference is hereby made to said document for full particulars.
j. Any rights, interests, or claims which may exist or arise by reason of the following matters disclosed by
survey,
Job No.: 1727601
Dated: January 3, 2018
Prepared by: Bryan Connally, Registered Professional Land Surveyor Number 5513
Matters shown: Tract 1
Wood Fence North and West property line
Overhead Electric and Power Lines; Underground Electric
Sidewalks Southerly property lines
Concrete paving South property line
Tract 2
Chain link fence and wood fence North property line.
Overhead Electric and Power Lines; Underground Electric
Sidewalks Southerly property lines
Concrete paving South property line
Tract 3; Lots 1-4
Overhead Electric and Power Lines; Underground Electric
Concrete paving North property line
Tract 3: Lots 8-10
Overhead Electric and Power Lines; Underground Electric
Chain link fence South property line
Dumpster and fence over easement
Building over 25' Building Line- Lot 8
Building over 12.5' Building Line- Lot 10
FORM T-2: Loan Policy of Title Insurance(01/03/14) TX----SPS-3339943-1-18-6000181701261
ALAMO TITLE INSURANCE POLICY NO.: 6000181701261-L
SCHEDULE B
EXCEPTIONS FROM COVERAGE
(continued)
k. A deed of trust to secure an indebtedness in the amount shown below,
Amount: $1,699,755.00
Dated: September 19, 2011
Trustor/Grantor Tarrant County Housing Partnership, Inc
Trustee: Vicki S. Ganske or Leann D. Guzman
Beneficiary: City of Fort Worth, a Texas municipal corporation
Loan No.: n/a
Recording Date: September 21, 2011
Recording No: under Clerk's File No(s). D211229025, Real Property Records, Tarrant County,
Texas
FORM T-2: Loan Policy of Title Insurance(01/03/14) TX--SPS-3339943-1-18-6000181701261
ALAMO TITLE INSURANCE POLICY NO.: 6000181701261-L
CONDITIONS
1. DEFINITION OF TERMS.
(a) "Amount of Insurance": the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by
Section 8(b),or decreased by Section 10 of these Conditions.
(b) "Date of Policy":The date designated as"Date of Policy"in Schedule A.
(c) "Entity":A corporation, partnership,trust,limited liability company or other similar legal entity.
(d) "Indebtedness": The obligation secured by the Insured Mortgage including one evidenced by electronic means authorized by law, and if that
obligation is the payment of a debt,the Indebtedness is the sum of:
(i) the amount of the principal disbursed as of Date of Policy;
(ii) the amount of the principal disbursed subsequent to Date of Policy;
(iii) construction loan advances made subsequent to Date of Policy for the purpose of financing in whole or in part the construction of an
improvement to the Land or related to the Land that the Insured was and continued to be obligated to advance at Date of Policy and at
the date of the advance;
(iv) interest on the loan;
(v) prepayment premiums,exit fees and other similar fees or penalties allowed by law;
(vi) expenses of foreclosure and any other costs of enforcement;
(vii) amounts advanced to assure compliance with laws or to protect the lien or the priority of the lien of the Insured Mortgage before the
acquisition of the estate or interest in the Title;
(viii) amounts to pay taxes and insurance;and,
(ix) reasonable amounts expended to prevent deterioration of improvements; but reduced by the total of all payments and by any amount
forgiven by an Insured.
(e) "Insured": the Insured named in Schedule A.
(i) The term"Insured"also includes:
(A) the owner of the Indebtedness and each successor in ownership of the Indebtedness, whether the owner or successor owns the
Indebtedness for its own account or as a trustee or other fiduciary, except a successor who is an obligor under the provisions of
Section 12(c)of these Conditions;
(B) if the Indebtedness is evidenced by a"transferable record,"the person or Entity who has"control"of the"transferable record," as
these terms are defined by applicable electronic transactions law;
(C) successors to an Insured by dissolution,merger,consolidation,distribution or reorganization;
(D) successors to an Insured by its conversion to another kind of Entity;
(E) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title:
(1) If the stock,shares, memberships,or other equity interests of the grantee are wholly-owned by the named Insured;
(2) If the grantee wholly-owns the named Insured;or
(3) If the grantee is wholly-owned by an affiliated Entity of the named Insured,provided the affiliated Entity and the named Insured
are both wholly-owned by the same person or Entity;
(F) any government agency or instrumentality that is an insurer or guarantor under an insurance contract or guaranty insuring or
guaranteeing the Indebtedness secured by the Insured Mortgage,or any part of it,whether named as an Insured or not;
(ii) With regard to(A), (B), (C), (D)and(E)reserving, however, all rights and defenses as to any successor that the Company would have
had against any predecessor Insured, unless the successor acquired the Indebtedness as a purchaser for value without Knowledge of
the asserted defect,lien,encumbrance or other matter insured against by this policy.
(f) "Insured Claimant":an Insured claiming loss or damage.
(g) "Insured Mortgage":the Mortgage described in paragraph 4 of Schedule A.
(h) "Knowledge"or"Known": actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public
Records or any other records that impart constructive notice of matters affecting the Title.
(i) "Land": the land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land"does not include
any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads,
avenues, alleys, lanes,ways or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured
by this policy.
Q) "Mortgage": mortgage,deed of trust,trust deed,or other security instrument,including one evidenced by electronic means authorized by law.
(k) "Public Records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters
relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also
include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is
located.
(1) "Title":the estate or interest described in Schedule A.
(m) "Unmarketable Title":Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender
on the Title or a prospective purchaser of the Insured Mortgage to be released from the obligation to purchase, lease or lend if there is a
contractual condition requiring the delivery of marketable title.
2. CONTINUATION OF INSURANCE.
The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured after acquisition of the Title by an Insured or after
conveyance by an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase
money Mortgage given by a purchaser from the Insured,or only so long as the Insured shall have liability by reason of warranties in any transfer or
conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either(i)an estate or interest in the
Land,or(ii)an obligation secured by a purchase money Mortgage given to the Insured.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT.
The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a)below, or(ii) in case Knowledge
shall come to an Insured of any claim of title or interest that is adverse to the Title or the lien of the Insured Mortgage, as insured, and that might
cause loss or damage for which the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured
Claimant to provide prompt notice,the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.
Subject to the provisions of this policy, upon acquisition of all or any part of the Title pursuant to the provisions of Section 2 of these Conditions,
when, after the Date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in
FORM T-2: Loan Policy of Title Insurance(01/03/14) TX---SPS-3339943-1-18-6000181701261
ALAMO TITLE INSURANCE POLICY NO.: 6000181701261-L
(continued)
Title insured by this policy that is not excluded or excepted from the coverage of this policy,the Company shall promptly investigate the charge to
determine whether the lien, encumbrance, adverse claim or defect or other matter is valid and not barred by law or statute. The Company shall
notify the Insured in writing,within a reasonable time, of its determination as to the validity or invalidity of the Insured's claim or charge under the
policy. If the Company concludes that the lien, encumbrance,adverse claim or defect is not covered by this policy,or was otherwise addressed in
the closing of the transaction in connection with which this policy was issued,the Company shall specifically advise the Insured of the reasons for
its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the
following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the Title as insured; (ii)
indemnify the Insured as provided in this policy; (iii)upon payment of appropriate premium and charges therefor, issue to the Insured Claimant or
to a subsequent owner, mortgagee or holder of the estate or interest in the Land insured by this policy,a policy of title insurance without exception
for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a loan policy, the
amount of the loan; (iv) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without
exception for the lien,encumbrance, adverse claim or defect; (v)secure a release or other document discharging the lien,encumbrance, adverse
claim or defect;or(vi)undertake a combination of(i)through(v)herein.
4. PROOF OF LOSS.
In the event the Company is unable to determine the amount of loss or damage,the Company may,at its option, require as a condition of payment
that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance or other matter insured
against by this policy that constitutes the basis of loss or damage and shall state,to the extent possible,the basis of calculating the amount of the
loss or damage.
5. DEFENSE AND PROSECUTION OF ACTIONS.
(a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions,the Company, at its own
cost and without unreasonable delay,shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered
by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this
policy.The Company shall have the right to select counsel of its choice(subject to the right of the Insured to object for reasonable cause)to
represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The
Company will not pay any fees, costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not
insured against by this policy.
(b) The Company shall have the right, in addition to the options contained in Sections 3 and 7, at its own cost, to institute and prosecute any
action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title or the lien of the Insured
Mortgage, as insured,or to prevent or reduce loss or damage to the Insured.The Company may take any appropriate action under the terms
of this policy,whether or not it shall be liable to the Insured.The exercise of these rights shall not be an admission of liability or waiver of any
provision of this policy.If the Company exercises its rights under this subsection,it must do so diligently.
(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy,the Company may pursue the litigation
to a final determination by a court of competent jurisdiction and it expressly reserves the right, in its sole discretion, to appeal from any
adverse judgment or order.
6. DUTY OF INSURED CLAIMANT TO COOPERATE.
(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any
appeals,the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right
to use,at its option,the name of the Insured for this purpose.Whenever requested by the Company,the Insured,at the Company's expense,
shall give the Company all reasonable aid(i)in securing evidence,obtaining witnesses, prosecuting or defending the action or proceeding,or
effecting settlement, and (ii)in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title,
the lien of the Insured Mortgage, or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the
required cooperation,the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend,
prosecute,or continue any litigation,with regard to the matter or matters requiring such cooperation.
(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the
Company and to produce for examination, inspection and copying, at such reasonable times and places as may be designated by the
authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda,
correspondence,reports,emails,disks,tapes,and videos whether bearing a date before or after Date of Policy,that reasonably pertain to the
loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in
writing,for any authorized representative of the Company to examine, inspect and copy all of these records in the custody or control of a third
party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the
Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the
administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested
information or grant permission to secure reasonably necessary information from third parties as required in this subsection,unless prohibited
by law or governmental regulation,shall terminate any liability of the Company under this policy as to that claim.
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;TERMINATION OF LIABILITY.
In case of a claim under this policy,the Company shall have the following additional options:
(a) To Pay or Tender Payment of the Amount of Insurance or to Purchase the Indebtedness.
(i) to pay or tender payment of the Amount of Insurance under this policy together with any costs,attorneys'fees and expenses incurred by
the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is
obligated to pay;or
(ii) to purchase the Indebtedness for the amount of the Indebtedness on the date of purchase,together with any costs,attorneys'fees and
expenses incurred by the Insured Claimant that were authorized by the Company up to the time of purchase and that the Company is
obligated to pay.
When the Company purchases the Indebtedness,the Insured shall transfer, assign, and convey to the Company the Indebtedness and
the Insured Mortgage,together with any collateral security.
Upon the exercise by the Company of either of the options provided for in subsections(a)(i)or(ii),all liability and obligations of the Company
to the Insured under this policy, other than to make the payment required in those subsections, shall terminate, including any liability or
obligation to defend,prosecute,or continue any litigation.
FORM T-2: Loan Policy of Title Insurance(01/03/14) TX---SPS-3339943-1-18-6000181701261
ALAMO TITLE INSURANCE POLICY NO.: 6000181701261-L
(continued)
(b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant.
(i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In
addition, the Company will pay any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the
Company up to the time of payment and that the Company is obligated to pay;or
(ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy,together with any costs,attorneys'
fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the
Company is obligated to pay.
Upon the exercise by the Company of either of the options provided for in subsections (b)(i)or(ii), the Company's obligations to the Insured
under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or
obligation to defend, prosecute or continue any litigation.
8. DETERMINATION AND EXTENT OF LIABILITY.
This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss
or damage by reason of matters insured against by this policy.
(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the least of:
(i) the Amount of Insurance;
(ii) the Indebtedness;
(iii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy;or
(iv) if a government agency or instrumentality is the Insured Claimant, the amount it paid in the acquisition of the Title or the Insured
Mortgage in satisfaction of its insurance contract or guaranty.
(b) If the Company pursues its rights under Section 3 or 5 and is unsuccessful in establishing the Title or the lien of the Insured Mortgage, as
insured,
(i) the Amount of Insurance shall be increased by 10%,and
(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the
Insured Claimant or as of the date it is settled and paid.
(c) In the event the Insured has acquired the Title in the manner described in Section 2 of these Conditions or has conveyed the Title,then the
extent of liability of the Company shall continue as set forth in Section 8(a)of these Conditions.
(d) In addition to the extent of liability under(a), (b)and (c), the Company will also pay those costs, attorneys' fees and expenses incurred in
accordance with Sections 5 and 7 of these Conditions.
9. LIMITATION OF LIABILITY.
(a) If the Company establishes the Title,or removes the alleged defect,lien or encumbrance,or cures the lack of a right of access to or from the
Land,or establishes the lien of the Insured Mortgage,all as insured,or takes action in accordance with Section 3 or 7,in a reasonably diligent
manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that
matter and shall not be liable for any loss or damage caused to the Insured.
(b) In the event of any litigation, including litigation by the Company or with the Company's consent,the Company shall have no liability for loss
or damage until there has been a final determination by a court of competent jurisdiction,and disposition of all appeals,adverse to the Title or
to the lien of the Insured Mortgage,as insured.
(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit
without the prior written consent of the Company.
10, REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY.
(a) All payments under this policy, except payments made for costs,attorneys'fees and expenses, shall reduce the Amount of Insurance by the
amount of the payment. However, any payments made prior to the acquisition of Title as provided in Section 2 of these Conditions shall not
reduce the Amount of Insurance afforded under this policy except to the extent that the payments reduce the Indebtedness.
(b) The voluntary satisfaction or release of the Insured Mortgage shall terminate all liability of the Company except as provided in Section 2 of
these Conditions.
11. PAYMENT OF LOSS.
When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within
30 days.
12. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT.
(a) The Company's Right to Recover.
Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured
Claimant in the Title or Insured Mortgage and all other rights and remedies in respect to the claim that the Insured Claimant has against any
person or property, to the extent of the amount of any loss, costs, attorneys'fees and expenses paid by the Company. If requested by the
Company,the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies.The Insured
Claimant shall permit the Company to sue, compromise or settle in the name of the Insured Claimant and to use the name of the Insured
Claimant in any transaction or litigation involving these rights and remedies.
If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to
recover until after the Insured Claimant shall have recovered its loss.
(b) The Insured's Rights and Limitations.
(i) The owner of the Indebtedness may release or substitute the personal liability of any debtor or guarantor,extend or otherwise modify the
terms of payment, release a portion of the Title from the lien of the Insured Mortgage, or release any collateral security for the
Indebtedness,if it does not affect the enforceability or priority of the lien of the Insured Mortgage.
(ii) If the Insured exercises a right provided in(b)(i), but has Knowledge of any claim adverse to the Title or the lien of the Insured Mortgage
insured against by this policy,the Company shall be required to pay only that part of any losses insured against by this policy that shall
exceed the amount, if any, lost to the Company by reason of the impairment by the Insured Claimant of the Company's right of
subrogation.
(c) The Company's Rights Against Non-insured Obligors.
The Company's right of subrogation includes the Insured's rights against non-insured obligors including the rights of the Insured to
indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that
FORM T-2: Loan Policy of Title Insurance(01/03/14) TX---SPS-3339943-1-18-6000181701261
ALAMO TITLE INSURANCE POLICY NO.: 6000181701261-L
(continued)
address subrogation rights. The Company's right of subrogation shall not be avoided by acquisition of the Insured Mortgage by an obligor
(except an obligor described in Section 1(e)(i)(F) of these Conditions) who acquires the Insured Mortgage as a result of an indemnity,
guarantee,other policy of insurance,or bond and the obligor will not be an Insured under this policy.
13, ARBITRATION.
Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance
Arbitration Rules of the American Land Title Association("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with
claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company
and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any
other controversy or claim arising out of the transaction giving rise to this policy.All arbitrable matters when the Amount of Insurance is$2,000,000
or less shall be arbitrated at the option of either the Company or the Insured,unless the Insured is an individual person(as distinguished from an
Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the
Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award
rendered by the Arbitrator(s)may be entered in any court of competent jurisdiction.
14. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT.
(a) This policy together with all endorsements, if any,attached to it by the Company is the entire policy and contract between the Insured and the
Company.In interpreting any provision of this policy,this policy shall be construed as a whole.
(b) Any claim of loss or damage that arises out of the status of the Title or lien of the Insured Mortgage or by any action asserting such claim,
shall be restricted to this policy.
(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person,or expressly incorporated by
Schedule A of this policy.
(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the
endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii)
extend the Date of Policy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the
Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term regardless of whether
the term is capitalized in the Commitment, endorsement or other form, or Schedule. Each Commitment, endorsement or other form, or
provision in the Schedules that refers to the Conditions and Stipulations shall be deemed to refer to the Conditions of this policy.
15. SEVERABILITY.
In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law,the policy shall be deemed not to
include that provision or such part held to be invalid and all other provisions shall remain in full force and effect.
16. CHOICE OF LAW; FORUM.
(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium
charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies or
enforcement of policies of title insurance of the jurisdiction where the Land is located.
Therefore,the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against
the Title or the lien of the Insured Mortgage that are adverse to the Insured, and in interpreting and enforcing the terms of this policy. In
neither case shall the court or arbitrator apply its conflicts of laws principles to determine the applicable law.
(b) Choice of Forum:Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court
within the United States of America or its territories having appropriate jurisdiction.
17. NOTICES,WHERE SENT.
Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the
Company at National Claims Administration, P.O. Box 45023,Jacksonville, FL 32232-5023.
FORM T-2: Loan Policy of Title Insurance(01/03/14) TX---SPS-3339943-1-18-6000181701261
IMPORTANT NOTICE AVISO IMPORTANTE
To obtain information or make a complaint: Para obtener informaci6n o para presentar una
queja:
You may call Alamo Title Insurance's toll-free Usted puede Ilamar al numero de telefono gratuito
telephone number for information or to make a de Alamo Title Insurance's para obtener
complaint at: informacion o para presentar una queja al:
1-877-862-9111 1-877-862-9111
You may contact the Texas Department of Usted puede comunicarse con el Departamento de
Insurance to obtain information on companies, Seguros de Texas para obtener informacion sobre
coverages, rights, or complaints at: companias, coberturas, derechos, o quejas al:
1-800-252-3439 1-800-252-3439
You may write the Texas Department of Usted puede escribir al Departamento de Seguros
Insurance: de Texas a:
P.O. Box 149104 P.O. Box 149104
Austin, TX 78714-9104 Austin, TX 78714-9104
Fax: (512)490-1007 Fax: (512)490-1007
Web: www.tdi.texas.aov Sitio web: www.tdi.texas.aov
E-mail: ConsumerProtection(a tdi.texas.aov E-mail: Cons umerProtection(a_�tdi.texas.gov
PREMIUM OR CLAIM DISPUTES: DISPUTAS POR PRIMAS DE SEGUROS O
Should you have a dispute concerning your RECLAMACIONES:
premium or about a claim you should contact Si tiene una disputa relacionada con su prima de
the company first. If the dispute is not seguro o con una reclamaci6n, usted debe
resolved, you may contact the Texas comunicarse con la compania primero. Si la
Department of Insurance. disputa no es resuelta, usted puede comunicarse
con el Departamento de Seguros de Texas.
ATTACH THIS NOTICE TO YOUR POLICY: ADJUNTE ESTE AVISO A SU POLIZA:
This notice is for information only and does not Este aviso es solamente para prop6sitos
become a part or condition of the attached informativos y no se convierte en parte o en
document. condici6n del documento adjunto.
Texas Form B-0023-07 Important Notice(06/01/15)
Alamo Title Company
2900 South Hulen Street,Suite 30,Ft Worth,TX 76109
Phone:(817)370-7393 1 FAX:(817)370-6131
MASTER STATEMENT
Settlement Date: March 27,2018 Escrow Number: 6000181701261
Disbursement Date: March 27,2018 Escrow Officer: Lavonne Keith
Borrower: Tarrant County Housing Partnership,Inc.,nka Housing Channel(100.00000%)
Property: Beaty Street Apartments
Fort Worth,TX
Lender: City of Fort Worth
SELLER BORROWER
$ DEBITS $ CREDITS $ DEBITS $ CREDITS
FINANCIAL CONSIDERATION
Principal amount of new loan(s) 2,926,310.44
City of Fort Worth
First Draw on Home Loan 422,075.06
City of Fort Worth
TITLE&ESCROW CHARGES
Title services and lender's title insurance 66.00
RE:Tax Certificate
Alamo Title FBO National TaxNet
Title services and lender's title insurance 9.00
RE:E Recording Fee
Alamo Title Company
Settlement or closing fee 375.00
RE:Escrow Fee
Alamo Title Company
Lender's title insurance 14,258.75
Alamo Title Company
Not Yet Due and Payable Tax Amendment 5.00
Alamo Title Company
T-30 Amendment of Tax Exception(T-30,T-3 or 20.00
deletion)
Alamo Title Company
Guaranty Assessment Recoupment Charge 4.50
Texas Title Insurance Guaranty Association
Document Preparation Fee 70.00
Newman&Lawler,P.C.
Policies to be issued:
Loan Policy
Coverage: $2,926,310.44 Premium:$14,258.75
Version: Loan Policy of Title Insurance(T-2)-
2014
GOVERNMENT CHARGES
Government recording charges 96.00
Alamo Title Company
PAYOFFS
Wells Fargo-payoff thru March 28,2018
($407,170.81)
Wells Fargo
Total Payoff 407,170.81
OTHER DEBITS/CREDITS
Existing Liens with City of Fort Worth 2,926,310.44
MISCELLANEOUS CHARGES
New Survey to CBG Surveying,Inc.
RE:P.O.C.$3,902.41(B)'
Subtotals 3,348,385.50 3,348,385.50
0.00 0.00 TOTALS 3,348,385.50 3,348,385.50
Page 1 of 2 (6000181701261/49)March 27,2018 11:15 AMC
Master Statement, Legal-Continued
APPROVED and ACCEPTED
Borrower and Seller understand the Closing or Escrow Agent has assembled this information representing the transaction from the
best information available from other sources and cannot guarantee the accuracy thereof.The Lender involved may be furnished a
copy of this Statement.The undersigned hereby authorizes Alamo Title Company to make expenditures and disbursements as
shown and approves same for payment.The undersigned also acknowledges receipt of loan funds in the amount shown above
and a receipt of a copy of this Statement.
I have carefully reviewed the Settlement Statement and to the best of my knowledge and belief,it is a true and accurate statement of
all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the
Settlement Statement.
SELLER: BORROWER:
Tarrant County Housing Partnership,inc.,nka
Housing Cha el
BY:
J
t of my knowledge„thq Settlement Statement which I have prepared is rue and a ccount of the funds which
ved have be 6 will b ' bussed y the undersigned as part of the settlement of this transaction.
ATitle CompAy
S ?ement Agent
Page 2 of 2 (6000181701261/49)March 27,2018 11:15 AM C
Page 1 of 1
D218066398 312912018 2:57 PM PGS 1 Fee: $16.00 Submitter: SIMPLIFILE
Electronically Recorded by Tarrant County Clerk in Official Public Records
Mary Louise Garcia
RELEASE OF LIEN
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU AREA NATURAL PERSON,YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS
FILED FOR RECORD 1N THE PUBLIC RECORDS:YOUR SOCIALS CL{R�TI�NUM` BER_I R
YOUR DRIVER'S LICENSE NUMBER. '�. a:f'k�i _? E Li„; i-, lir PAI � i
..a F GF#6000181701261
Data: MARCH 27,2018
Note
Date: SEPTEMBER 19,2011
Original Amount: $1,000,000.00
Maker. TARRANT COUNTY HOUSING PARTNERSHIP,INC.
Payee: CITYOF FORT WORTH
Holder of Note and lien: CITY OF FORT W ORTH
Holder's Mailing Address:
Note and Lan Are Described in the Following Documents;Recorded in:
WARRANTY DEED RECORDED UNDER COUNTY CLERICS FILE NO, D211229D21, REAL PROPERTY RECORDS,
TARRANT COUNTY,TEXAS, DEED OF TRUST RECORDED UNDER COUNTY CL.ERK'S FILE NO.D211229024,REAL
PROPERTY RECORDS,TARRANT COUNTY,TEXAS.
Property(including any Improvements)Subject to Lien:
TRACT 1:
BEING LOT 16-R AND 18-R, BLOCK 14, FORTY OAKS, AN ADDITION TO THE CITY OF FORT WORTH,TARRANT
COUNTY,TEXAS,ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN VOLUME 388-46,PAGE 619,OF THE
PLAT RECORDS OF TARRANT COUNTY,TEXAS.
TRACT 2:
BEING LOTS 12-15, BLOCK 14,FORTY OAKS,AN ADDITION TO THE CRY OF FORT WORTH,TARRANT COUNTY,
TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN VOLUME 388-1, PAGE 40, OF THE PLAT
RECORDS OF TARRANT COUNTY,TEXAS.
TRACT 3:
BEING LOTS 1-4,8-10,BLOCK 15,FORTY OAKS,AN ADDITION TO THE CITY OF FORT WORTH,TARRANT COUNTY,
TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN VOLUME 388-1, PAGE 40, OF THE PLAT
RECORDS OF TARRANT COUNTY,TEXAS.
Holder of the note acknowledges Its payment and releases the property from the lien.
When the context requires,singular nouns and pronouns include the plural.
CITY OF T W
BYITLE
E:
T : Q rviC f S
(Aelmowladgment)
STATE OF TAL•t.�
COUNTY OF
This instrument was ecknow3edged before me on the � � day of I'Xi,y'-VN }"4'( by
h�tlrfAcy of CITY OF FORT WORTH, A TEXAS MUNICIPAL
CORPORATION,on beh f of said MUNICIPAL CORPORATION,
SARA:EBRUIRKETT N ry Public,State ofMy Notar491984 N ry's name(printed):Expires J ,2020 N ry's commission
AFTER RECORDING RETURN TO;
ALAMO TITLE COMPANY
2900 SOUTH HULEN STREET,SUITE 30
FORT WORTH,TEXAS 76109
Release of Llen#11 AT22_NL0243499 Page 1 of 1
RELEASE OF LIEN
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 SOCIAAS ��UT BER�ORF
YOUR DRIVER'S LICENSE NUMBER. LAlb�"i CJ I ITLE COMPANY
G F GF#6000181701261 -L S k
Date: MARCH 27,2018
Note
Date: SEPTEMBER 19,2011
Original Amount: $1,000,000.00
Maker. TARRANT COUNTY HOUSING PARTNERSHIP,INC.
Payee: CIN OF FORT WORTH
Holder of Note and Lien: CITY OF FORT WORTH
Holder's Mailing Address:
Note and Lien Are Described In the Following Documents,Recorded in:
WARRANTY DEED RECORDED UNDER COUNTY CLERK'S FILE NO. D211229021, REAL PROPERTY RECORDS,
TARRANT COUNTY,TEXAS. DEED OF TRUST RECORDED UNDER COUNTY CLERK'S FILE NO. D211229024,REAL
PROPERTY RECORDS,TARRANT COUNTY,TEXAS.
Property(including any improvements)Subject to Lien:
TRACT 1:
BEING LOT 16-R AND 18-R, BLOCK 14, FORTY OAKS, AN ADDITION TO THE CITY OF FORT WORTH, TARRANT
COUNTY,TEXAS,ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN VOLUME 388-46,PAGE 619,OF THE
PLAT RECORDS OF TARRANT COUNTY,TEXAS.
TRACT 2:
BEING LOTS 12-15, BLOCK 14, FORTY OAKS,AN ADDITION TO THE CITY OF FORT WORTH,TARRANT COUNTY,
TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN VOLUME 38", PAGE 40, OF THE PLAT
RECORDS OF TARRANT COUNTY,TEXAS.
TRACT 3:
BEING LOTS 1-4,9-10,BLOCK 15,FORTY OAKS,AN ADDITION TO THE CITY OF FORT WORTH,TARRANT COUNTY,
TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN VOLUME 388-I, PAGE 40, OF THE PLAT
RECORDS OF TARRANT COUNTY,TEXAS.
Holder of the note acknowledges its payment and releases the property from the lien.
When the context requires,singular nouns and pronouns include the plural.
CITY OF T W
BY•
E:
TITLE: 5, -VA(Q S
/y (Acknowledgment)
STATE OF�—tr^i�lAk� y
COUNTY OF
Th' instrument was ackn edged before me on the � day of 1\/AQ.✓�'Y ` �, by
Xs TV\P'r O\11YLtLY of CITY OF FORT WORTH, A TEXAS MUNICIPAL
CORPORA?ION,on beh if of said MUNICIPAL CORPORATION.
.��. ..,
SARAH BURKETT N ry Public,state of
My Notary ID#130491984 N rys name(printed): Ga>✓ti L�.
Expires January 11,2020 N ry's commission expires: 11-XLZao
AFTER RECORDING RETURN TO:
ALAMO TITLE COMPANY
2900 SOUTH HULEN STREET,SUITE 30
FORT WORTH,TEXAS 76109
Release of Lien#1 1 AT22_NLO243499 Page 1 of 1
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