HomeMy WebLinkAboutContract 48303 DI T Y SECRETARY
GUNMACT 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 The Broadmoor at Western Hills Ltd. (hereafter "Developer'), a
Texas limited partnership. 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 through the HOME Investment Partnerships Program, Catalog of Federal
Domestic Assistance No. 14.239, with which City desires to promote activities that expand the
supply of affordable housing and the development of partnerships among City, local
governments, 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. and the HOME Investment Partnerships
Program Final Rule, as amended, 24 CFR Part 92 et seq., is to benefit low and moderate income
individuals and families by providing them with affordable housing;
WHEREAS, Developer is a Texas limited partnership consisting of The Broadmoor at
Western Hills GP LLC, a Texas limited liability company, as General Partner; NRP The
Broadmoor Apartments SLP LLC, a Texas limited liability company, as Class B Special Limited
Partner; and, U.S. Bancorp Community Investment Corporation, a Minnesota corporation, as
Investor Limited Partner. The Fort Worth Housing Finance Corporation, a Texas housing finance
corporation and public instrumentality of the City, is the Sole Member of the General Partner and
will be the fee owner of the land on which the project will be constructed. Class B Special
Limited Partner is an affiliate of NRP Master L.P., a Delaware , limited partnership.
WHEREAS, Developer proposes to use HOME funds for an eligible project under the
HOME Regulations whereby Developer will construct, develop, own, and operate a new 324-
unit mixed income multifamily rental complex in the City;
WHEREAS, Developer has received an award of 2016 Non Competitive (4%) Housing
Tax Credits from the Texas Department of Housing and Community Affairs for a portion of the
costs of the development of the project to be commonly Known as the Broadmoor at Western
Hills;
WHEREAS, City citizens and the City Council have determined that the development of
quality, accessible, affordable housing is needed for moderate, low, and very low-income City
citizens.
OFFICIAL RECORD
HOME DEVELOPER RENTAL CONTRACT CITY SECRETARY Rev. 10/2-0/2016
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NOW, THEREFORE, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all Exhibits and Attachments, and subject to the
terms and conditions hereinafter stated,the Parties understand and agree as follows:
1. INCORPORATION OF RECITALS.
City and Developer hereby agree that the recitals set forth above are true and correct and
form the basis upon which the Parties have entered into this Contract.
2. DEFINITIONS.
In addition to terms defined in the body of this Contract, the following terms shall have
the definitions ascribed to them as follows:
Accessible Units means units accessible to handicapped tenants. Developer must comply with
Section 504 requirements and all other applicable Federal accessibility requirements.
The Required Improvements must contain 24 Accessible Units. Of these 24 units, 17
must be accessible to individuals with mobility impairments, and the other 7 must be
accessible to individuals with visual or hearing impairments.
Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National
Affordable Housing Act of 1990, as amended,42 U.S.C. 12701 et seq.
Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit
published annually by HUD, with adjustment for the bedroom size of the housing unit as more
particularly described on Exhibit"A"---Project Summary.
Affordability Period means the period of time that HOME Units must be leased to HOME
Eligible Households for Affordable Rent.
The Affordability Period for this project is 20 years. The Affordability Period begins on
the date that the project status is changed to"complete"in IDIS.
Affordability Requirements means the HOME Units remain occupied by HOME Eligible
Households paying Affordable Rent throughout the Affordability Period in accordance with the
terms of this Contract and the HOME Regulations.
Area Median Income or AMI means the median family income for the Fort Worth-Arlington
metropolitan statistical area as set annually by HUD.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 20020-12-2011.
Complete Documentation means the following documentation as applicable:
1. Attachments I and II, with supporting documentation as follows:
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a. Proof of expense: invoices, leases, service contracts or other documentation
showing the nature of the cost and that payment is due by Developer.
b. Proof of payment: cancelled checks, bank statements, or wire transfers necessary
to demonstrate that amounts due by Developer were actually paid by Developer.
2. Other documentation: (i) final lien releases signed by the general contractor or
subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass"
inspections for such work; (iii) documentation to show compliance with BDE or DBE
bidding process for procurement or Contract activities, if applicable; (iv) proof of
contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any
other documents or records reasonably necessary to verify costs spent for the project.
3. Complete Documentation shall meet the standards described in Exhibit"J"--Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD
Compliance Inspection Report and any other applicable final inspection approval from the City
showing that the Required Improvements have met City and HOME standards.
Completion Deadline paeans October 31, 2018.
Conversion means the earlier of (i) the date the project's construction financing converts to
permanent financing and begins principal amortization, or(ii) October 31, 2019.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means any deed of trust from Developer in favor of City covering the Property
and securing the indebtedness evidenced therein and Developer's performance of the
requirements of this Contract and the of the HOME Regulations, as the same may be extended,
amended, restated, supplemented or otherwise modified. The form of the Deed of Trust is
attached as Exhibit "E"—Loan Documents.
Director means the Director of the City's Neighborhood Services Department.
Effective Date means the date of this Contract is fully executed by the Parties as shown by the
date written under their respective signatures.
Fort Worth Housing Finance Corporation or FWHFC means the Fort Worth Housing
Finance Corporation, a Texas housing finance corporation and public instrumentality of the City
of Fort Worth.
High HOME Unit paeans a unit that must be leased to High HOME Eligible Tenant for High
HOME Rent. High HOME Units can float among units that are materially similar in number of
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bedrooms, square footage, and amenities; however, if the units are not materially similar, then
the High HOME units must be fixed.
This project contains 5 High HOME Units. Of these High HOME Units, 2 are two-
bedroom units,2 are three-bedroom units and 1 is a four-bedroom unit.
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 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.
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 55% of AMI with adjustment for the bedroom size of the
housing unit. High Home Rent may not exceed the maximum rent limitations set by HUD minus
utility allowances as more particularly described in Section 7.5.4.
HOME means the HOME Investment Partnerships Program.
HOME Eligible Household means a household whose annual income adjusted for family size
does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical
Guidance for Determining Income and Allowances. The definition of annual income to
determine tenant income eligibility shall be the definition at 24 CFR Part 5.609, as amended
from time to time.
HOME Funds means the HOME Program grant funds supplied by City to Developer under the
terms of this Contract.
HOME Regulations means the HOME Investment Partnerships Program Final Rule at 24 CFR
Part 92 et seq.
HOME Unit means a housing unit subject to the HOME Regulations leased to a HOME Eligible
Household at Affordable Rent for the duration of the Affordability Period as further described in
Exhibit "A" — Project Summary. The HOME Units can be designated as either High and/or
Low HOME units. The HOME Units are floating.
This project contains 7 Home Units. Of these HOME Units, 3 are two-bedroom units, 3
are three-bedroom units and 1 is a four-bedroom unit.
Housing Tax Credits means the federal housing tax credits allocated by the Texas Department
of Housing and Community Affairs under Section 42(h) of the Internal Revenue Code of 1986,
as amended.
HUD means the United States Department of Housing and Urban Development.
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IDIS means Integrated Disbursement Information System, HUD's project tracking system.
Investor means the entity purchasing the housing tax credits, and any successors and assigns.
Loan, means the HOME Funds provided to Developer by City under the terms of this Contract as
more particularly described in the Loan Documents.
Loan Documents means security instruments which Developer or any other party has executed
and delivered to City including without limitation, the City's Promissory Note and Deed of
Trust, or any other similar security instruments evidencing, securing or guaranteeing City's
interest in the Required Improvements constructed under this Contract and further evidencing,
securing, or guaranteeing Developer's performance of the Affordability Requirements during the
Affordability Period, as the same may from time to time be extended, amended, restated,
supplemented or otherwise modified.
Low HOME Eligible Tenant means a tenant whose annual income adjusted for family size does
not exceed 50% of AMI set 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.
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. Low Home Rent may not exceed the maximum
rent limitations established by HUD minus utility allowances as more particularly described in
Section 7.5.4.
Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant 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 2 Low HOME Units. Of these Low HOME Units, I is a two-
bedroom unit, and 1 is three-bedroom unit.
Neighborhood Services Department means the City's Neighborhood Services Department.
Plans means the plans and specifications related to the Required Improvements prepared by the
Developer's architect which have been delivered to and then reviewed and approved by City on
or before the Effective Date, and any and all amendments thereto approved by City.
Promissory Note means any note in the amount of the HOME Funds executed by Developer
payable to the order of City, as the same may be extended, amended, restated, supplemented or
otherwise modified. The form of the Promissory Note is attached as Exhibit "E" — Loan
Documents.
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Property means the land on which the Required Improvements shall be constructed as more
particularly described in and encumbered by the Deed of Trust.
Required Improvements or the project means all the improvements for a 324-unit mixed
income affordable multifamily 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 Broadmoor at Western Hills. The current address for the project is 2900 Broadmoor Dr.,
Fort Worth, TX 76116.
Reimbursement Request means all reports and other documentation described in Section 10.
Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of
1973 to provide accessible housing to persons with disabilities. Section 504 requires that 5% of
the units (but not less than I unit) in a newly constructed multifamily project must be accessible
to individuals with mobility impairments, and an additional 2% of the units (but not less than 1
unit) must be accessible to individuals with sensory impairments.
Subordination Agreement means the Subordination Agreement among Developer's
construction and permanent financing lenders, Developer and City outlining the relative
priorities of the construction and permanent loans and the City's Loan for the project.
TDHCA means the Texas Department of Housing and Community Affairs.
Tenant Documentation means any documentation allowed under the definition of annual
income in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible Household.
Documentation may include but is not limited to copies of paychecks, Social Security and
disability verification letters, interest or rental income statements, retirement income statements,
child support and alimony verification, unemployment benefit letters, and the like for initial
tenant income eligibility verifications, and the tenant income verification required every 61' year
of the Affordability Period. Documentation for tenant income eligibility verifications for other
than the initial lease and the 6r" year of the Affordability Period shall be a City-approved income
self-certification farm.
3. TERM AND EXTENSION.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and terminates in 3 years
unless earlier terminated as provided in this Contract.
3.2 Extension of Contract.
This Contract may be extended for 2 one-year extensions 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 the reasons for the extension, and Developer's anticipated
budget, construction schedule and goals for the extended term. It is specifically understood that
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it is within City's sole discretion whether to approve or deny Developer's request for an
additional term. Any such extension shall be in the form of an amendment to this Contract.
3.3 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and ends on the
termination of the Affordability Period, so long as the terms and conditions of this Contract and
the Loan Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide HOME Funds.
City shall provide up to $559,481.40 of HOME Funds in the form of the Loan for part of
the cost of acquisition of the Property and construction of the Required Improvements, under the
terms and conditions of this Contract and the Loan Documents.
4.2 City Will Monitor.
City will monitor the activities and performance of Developer and any of its contractors,
subcontractors or vendors throughout the Affordability Period, but no less than annually as
required by 24 CFR Part 92.504.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Construction of Required Improvements.
Developer shall complete the construction of the Required Improvements as described in
Exhibit"A"—Project Summary in accordance with the Plans, the schedule set forth in Exhibit
"C" _ Construction and Reimbursement Schedule, and the terms and conditions of this
Contract.
5.1.1 Written. Cost Estimates, Construction Contracts and Construction
Documents.
Developer shall submit any written cost estimates, construction contracts and
construction documents (collectively, the"Construction Documents")to City to show the work
to be undertaken for the Required Improvements in sufficient detail that City can perform all
required inspections in accordance with 24 CFR Part 92.251 (a)(2)(iv). City shall review and
approve written cost estimates for the construction of the Required Improvements to determine
that such costs are reasonable prior to the commencement of construction. In the event City in
its reasonable discretion determines that such costs are unreasonable,Developer shall revise said
costs estimates to City's satisfaction.
5.2 Use of HOME Funds.
5.2.1 _Costs in Compliance with HOME Regulations and Contract.
Developer shall be reimbursed for eligible project costs with HOME Funds only if City
determines in its sole discretion that:
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5.2.1.1 Costs are eligible expenditures in accordance with the HOME
Regulations.
5.2.1.2 Costs are in compliance with this Contract and are reasonable and
consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable,is submitted by Developer.
5.2.2 Budget.
Developer agrees that the HOME Funds will be paid on a reimbursement basis in
accordance with Exhibit "B" - Budget and Exhibit "C" - Construction and Reimbursement
Schedule. Developer may increase or decrease line item amounts in the HOME Funds Budget
with the Director's prior written approval, which approval shall be in the Director's sole
discretion. Any such increase or decrease in line items in the Budget shall comply with Section
5.2.1,Exhibit"A—Project Summary, and shall not increase the total amount of HOME Funds.
5.2.3 Change in Budget.
5.2.3.1 Developer will notify City promptly of any additional funds it receives
for construction of the project, and City reserves the right to amend
this Contract in such instances to ensure compliance with HUD
regulations governing cost allocation.
5.2.3.2 Developer agrees to utilize the HOME Funds to supplement rather
than supplant funds otherwise available for the project.
5.3 Payment of HOME Funds to Developer
HOME Funds will be disbursed to Developer upon City's approval of Developer's
Reimbursement Requests, including submission of Complete Documentation to City in
compliance with Section 10. As more particularly described in the HOME Funds Budget, City
will hold back $50,000.00 of the HOME Funds until City verifies that the first HOME Unit has
been leased to a HOME Eligible Household. It is expressly agreed by the Parties that any
HOME Funds not reimbursed to Developer shall remain with City.
5.4 Identify Project Expenses Paid with HOME Funds.
Developer will keep accounts and records in such a manner that City may readily identify
and account for project expenses reimbursed with HOME Funds. These records shall be made
available to City for audit purposes and shall be retained as required hereunder.
5.5 Acknowledgement of City Payment of HOME Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that City has
paid all HOME Funds due under this Contract, or shall deliver a document executed by an
officer of Developer identifying all or any portion of the HOME Funds that City has not paid to
Developer. Once City has met all of its obligations for payment of HOME Funds hereunder, an
officer of Developer shall sign an acknowledgement of same.
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5.6. Security for City's Interest and Developer's Performance.
To secure City's interest in the Required Improvements and the performance of
De'veloper's obligations hereunder, Developer shall execute the Loan Documents and record the
Deed of Trust encumbering the Property at the earlier of(i) the acquisition of the Property, or(ii)
the closing of Developer's construction loan. No HOME Funds will be paid or reimbursed until
the Deed of Trust is recorded. The City's interest in preserving the affordability of the HOME
Units will be additionally secured by the Declaration of Land Use Restrictive Covenants
("LURA") established and enforced by TDHCA for the Housing Tax Credits. The TDHCA's
LURA shall restrict the project and Property to certain occupancy and rent requirements for a
period of 40 years.
5.6.1 Loan. Terms and Conditions.
Developer will be required to:
5.6.1.1 Execute and deliver the Promissory Note and Deed of Trust along with
any other Loan Documents required by City.
5.6.1.2 Provide City with a Mortgagee's Policy of title insurance in the
amount of the Loan.
5.6.1.3 Pay all costs associated with closing the Loan.
5.6.1.4 Provide City with an estimated settlement statement from the title
company at least 3 business days before closing.
5.6.1.5 Ensure City's lien is subordinate only to the senior indebtedness
described in the Subordination Agreement. City must approve in
writing any secured financing for the project that is to be subordinate
to the Loan.
5.6.1.6 The term of the Loan shall be as specified in Section 3.3.
5.6.1.7 Interest on the Loan shall accrue at the lesser of the Long Terry►
Applicable Federal Rate in effect on the date of the Promissory Note,
or 1% per annum. Interest shall accrue during the construction period.
Payment of principal and interest on the Loan shall be based on a 30
year amortization schedule. Principal and accrued interest shall be due
and payable in equal annual installments beginning 30 days after
Conversion and continuing annually thereafter on the anniversary date
of the first payment until the Final Payment Date in the Promissory
Note, which shall be 15 years and 6 months after Conversion.
Payments of principal and interest are only payable from 50% of
remaining Cash Flow as defined in Developer's Amended and
Restated Limited Partnership Agreement (the "Partnership
Agreement"). Principal and interest to the extent not paid from Cash
Flow shall accumulate from year to year until paid on or before the
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Final Payment Date. Payments will be applied first to accrued interest
and the remainder to reduction of principal.
5.6.1.8 INTENTIONALLY DELETED
5.6.1.9 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the HOME Regulations including
but not limited to the Affordability Requirements and other HOME
requirements. The Deed of Trust shall secure both repayment of the
HOME Funds and performance by Developer of its obligations under
this Contract during the Affordability Period.
5.6.1.10 Except for permanent loan conversion with Developer's permanent
lender, refinancing by Developer, or any subordinate financing other
than that approved herein or otherwise by City, shall require the
review and prior written approval of City for the purpose of ensuring
compliance with the underwriting and subsidy layering requirements
of the HOME Regulations, which approval shall not be unreasonably
withheld,conditioned or delayed.
5.6.1.12 Failure by Developer to comply with this Section 5.6.1 will be an
event of default under this Contract and the Loan Documents.
5.7 _Maintain Affordability Requirements.
Developer shall ensure that the HOME Units shall be occupied by HOME Eligible
Households throughout the Affordability Period as required by the HOME Regulations.
Developer must notify the City in writing within 30 days of either of the following occurrences:
(i) a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, or (ii) a
HOME Unit remains vacant for more than 90 days. In the event that a HOME Unit is occupied
by a tenant who is not a HOME Eligible Household, Developer shall have 30 days to determine
if a market rate tenant qualifies as a HOME Eligible Household or fill an empty market rate unit
with a HOME Eligible Household. If either (i) or(ii) takes place and is not cured within the
time limits described in this Section, then Developer shall pay to City 10% of the Loan
amount as liquidated damages. The Parties agree that City's actual damages in the event
of either (i) or (ii) happening and remaining uncured are uncertain and would be difficult
to ascertain and may include a finding by HUD, a repayment of funds to HUD by City or
otherwise impact the City's HOME grant or other federal grant funds. Therefore, the
Parties agree that payment under this Section of 10% of the Loan amount by Developer to
City is liquidated damages and not a penalty.
5.8 Affordability Requirements Survive 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. Subject to the Subordination Agreement, any sale or
transfer of the project during the Affordability Period, excluding a transfer due to condemnation
or to obtain utility services, may at City's sole discretion require the repayment of the HOME
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Funds unless the new owner or transferee affirmatively assumes in writing the obligations
established hereunder for the HOME Units for whatever time remains of the Affordability
Period. Failure of the new owner or transferee to promptly assume all of Developer's obligations
under this Contract and the Loan Documents will result in immediate termination of this
Contract and any HOME Funds already paid to Developer must be repaid to City within 30 days
of such termination. In addition, City may pursue any of its remedies under the Loan documents
if the new owner or transferee fails to assume Developer's obligations to maintain the
Affordability Requirements throughout the Affordability Period.
6. CONSTRUCTION.
6.1. Construction Schedule.
Developer will construct the Required Improvements in accordance with the schedule set
forth in the attached Exhibit "C" -- Construction and Reimbursement Schedule. Developer
shall not begin construction until City sends a Notice to Proceed. Developer's failure to meet
the Construction Schedule ( as it may be modified in accordance with Section 14.19) or the
Completion Deadline shall be an event of default. Subject to Section 14.14, Developer may not
change the Construction Schedule without the Director's prior written approval, which
approval shall be in the Director's reasonable discretion.
6.1.1 Construction Inspections.
City will conduct progress and final inspections of construction of the project to ensure
that the work is done in accordance with the applicable building codes and the Construction
Documents. The construction of the project must pass a Neighborhood Services Department
Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any
other applicable HUD-required inspections during the construction period, along with any
applicable final inspection approval from the City building inspectors at the completion of the
construction of the project.
6.2 Avylicable Laws Building Codes and Ordinances.
The Plans and construction for the Required Improvements shall (i) conform to all applicable
Federal, state, City and other local laws, ordinances,codes,rules and regulations, including the
HOME Regulations; (ii)meet all City building codes; (iii) meet the Energy Conservation
requirements as required by the State of Texas in Chapter 11 of the International Residential
Code; (iv) if new construction,must conform to the Model Energy Code published by the
Council of American Building Officials; and (v) must pass a HUD Compliance Inspection
Report and inspection by City's Neighborhood Services Department inspectors.
6.3 Property Standards During Construction.
Developer shall comply with the following as applicable during the construction of the
Required Improvements: (i) the Property Standards in 24 CFR Part 92.251(x), (ii) accessibility
standards under 24 CFR Part 92.251(a)(2)(i), (iii) any City property standards, and (iv) all other
applicable accessibility standards for the project.
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6.4 Lead-Based Paint Re uirements.
Developer will comply with any applicable Federal lead-based paint requirements
including lead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355
and 24 GFR Part 35, subparts A, B, ], K, M, and R, and the Lead: Renovation, Repair and
Painting Program Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the
Required Improvements.
6.5 Approval of Plans and S ecifications by City Not Release of Res onsibiIi
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of Developer or any of its contractors or subcontractors, or their
respective officers, agents, employees and lower tier subcontractors, for the accuracy or the
competency of the Plans or the Construction Documents, 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 architects, contractors
or subcontractors, and their respective officers, agents, employees and lower tier subcontractors.
6.6 Contractor Subcontractor and Vendor Requirements.
Developer will use commercially reasonable efforts to ensure that all contractors or
vendors utilized by Developer or subcontractors utilized by Developer's general contractor are
appropriately licensed and such licenses are maintained throughout the construction of the
Required Improvements and the operation of the project when applicable. Developer shall
ensure that all contractors utilized by Developer, subcontractors utilized by Developer's general
contractor in the construction of the Required Improvements, or vendors utilized by Developer in
the operation of the project are not debarred or suspended from performing the contractor's,
subcontractor's or vendor's work by the City,the State of Texas, or the Federal government. For
purposes of this Contract, the term "vendors" does not include suppliers or rnaterialmen.
Developer acknowledges that 2 CFR Part 204 forbids Developer from hiring or continuing
to employ any contractor, subcontractor or vendor that is listed on the Federal System for
Award Management, www.sam.g ("SAM"). Developer must confirm by search of SAM
that all contractors, subcontractors or vendors are not listed by SAM as being debarred, both
prior to hiring and prior to submitting a Reimbursement Request which includes invoices
from any such contractor, subcontractor, or vendor. Failure to submit such proofs of search
shall be an event of default. In the event that City determines that any contractor, subcontractor
or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's
general contractor shall immediately cause such contractor, subcontractor or vendor to
immediately stop work on the project and Developer shall not be reimbursed for any work
performed by such contractor, subcontractor or vendor. However, this Section should not be
construed to be an assumption of any responsibility or liability by City for the determination of
the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor.
Developer acknowledges that the provisions of this Section pertaining to the SAM shall
survive the termination of this Contract and be applicable for the length of the
Affordability Period.
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5.7. Furnish Complete Set of"As Built" Plans.
Developer shall furnish City a complete set of "as built" or marked-up plans for the
project at completion of construction after all final approvals have been obtained.
7. TENANT AND LEASE RE UJIRMENTS• PROPERTY STANDARDS DURING
AFFORDABILITY PERIOD.
7.1 Income Eligibility.
Developer must use the definition of annual income used by 24 CFR 5.609 to establish
tenant income eligibility. Developer shall use the most current HUD Income Guidelines.
Developer shall maintain Tenant Documentation sufficient to show that the HOME Units are
occupied by HOME Eligible Households. This Section shall survive the earlier termination
or expiration of this Contract and be applicable for the length of the Affordability Period.
7.2 Income Verification.
7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible
Households with full Tenant Documentation at the time the initial lease for a HOME Unit is
executed. Tenants must certify the number of people in tenant's household along with such
person's names and ages. Developer shall obtain financial information on all members of a
tenant's household.
7.2.2 Developer must verify the income of the tenants of the HOME Units annually
after the initial lease is executed, but may use a City-approved tenant self-certification form as
Tenant Documentation. Notwithstanding the foregoing, Developer must verify the income
eligibility of all HOME Eligible Households with full Tenant Documentation every 6th year
of the Affordability Period.
7.2.3 Developer must maintain copies of Tenant Documentation as required under this
Contract.
7.2.4 City will review Tenant Documentation during the Affordability Period as part of
its monitoring.
7.3 Tenant Lease.
7.3.1. Developer shall submit to City the form of its tenant lease prior to leasing any
HOME Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253 regarding the
following issues:
7.3.1.1 Length, of lease term shall not exceed 2 years and may not be shorter
than I year for the initial lease term. if the lease is renewed, tenant and
landlord may agree to a longer or shorter term.
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7.3.1.2 Lease may not include agreement by tenant to allow landlord to take,
hold or sell tenant's personal property without notice and a court
decision on the rights of the parties.
7.3.1.3 Lease may not include agreement by the tenant to excuse owner or
owner's agents from responsibility for any action or failure to act,
whether intentional or negligent acts.
7.3.1.4 Lease may not authorize landlord to institute a lawsuit without notice
to the tenant.
7.3.1.5 Lease may not include agreement by tenant to waive a jury trial or
right of appeal.
7.3.1.6 Lease may not include an agreement by tenant to pay legal costs of
court proceeding even if the tenant prevails in those proceedings
regardless of outcome.
7.3.1.7 Lease may not include an agreement by the tenant to be sued, to admit
guilt or to a judgment in favor of the owner in a lawsuit brought in
connection with the lease.
7.3.1.8 Lease may not include an agreement by the tenant that the owner may
evict the tenant or household members without instituting civil court
proceedings in which the tenant has the opportunity to present a
defense, or before a court decision on the rights of the parties.
7.3.1.9 Lease may not include an agreement by the tenant to waive the
tenant's right to appeal or otherwise challenge in court a court decision
in connection with the lease.
7.3.1.10 Lease may not include an agreement by the tenant to accept supportive
services that are offered.
7.3.2 Termination of Tenancy of HOME Units.
Developer may not terminate the tenancy of a HOME Eligible Household in a HOME
Unit except for serious or repeated violation of the terms and conditions of the lease; for
violation of applicable federal, state or local laws; or for other good cause. Good cause does not
include an increase in the income of the HOME Eligible Household. To terminate or refuse to
renew the tenancy, Developer must serve written notice upon the tenant specifying the grounds
for the action at least 30 days before the termination of tenancy.
7.3.3 Revised Lease Forms.
Developer shall provide City copies of revised lease forms within 30 days of any change
to its lease form. All changes to Developer's lease form shall comply with the requirement of
Section 7.3.1.
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7.4 Tenant Household Characteristics.
7.4.1 Developer shall provide City with the information about the household
characteristics of the first tenant renting a HOME Unit on Exhibit "G" — Project Compliance
Report: Rental Housing.
7.4.2. At City's request, Developer shall provide demographic information on all tenants
in the project in order to show compliance with Section 7.7 during the Affordability Period.
7.5 Tenant Rent.
7.5.1 Rents charged to tenants of the HOME Units are subject to 24 CFR 92.252 (a) and
(b) and are subject to review and approval by City at initial lease up and prior to any rent
increases. Under no circumstances may the maximum rent charged to tenants of HOME Units
exceed the High Home Rent minus utility allowances (excluding telephone). Developer agrees
to abide by HUD-approved schedules of HOME rent levels.
7.5.2 City shall provide Developer with information on updated HOME rent limits so
that rents may be adjusted (not to exceed the maximum HOME rent limits). Developer shall
provide City annually with information on rents and occupancy of the HOME Units to
demonstrate compliance with 24 CFR Part 92.252 (a) and (b). City shall review the rents for
compliance and approve or disapprove them every year.
7.5.3 Any increase in rents for the HOME Units is subject to the provisions of any
outstanding leases for said units. Developer shall provide tenants of the HOME Units with not
less than 34 days prior written notice before implementing any increase in rents.
7.5.4 City shall adopt utility allowances in accordance with HOME Regulations and
HUD guidance. Such allowances shall be updated regularly, and shall be furnished to
Developer. Developer shall adjust tenant rents accordingly in compliance with HOME
Regulations.
7.6 Tenant Selection.
Within 94 days of the Effective Date, Developer must submit to City for City's approval
Developer's tenant selection policy and criteria that address the following:
7.6.1 The tenant selection policy must be consistent with the purpose of providing
housing for very low and low income persons.
7.6.2 The tenant selection policy must provide for:
7.6.2.1 Selection of tenants from a written waiting list in the chronological
order of their application, insofar as is practicable;
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7.6.2.2 Prompt written notification to any rejected applicant of the grounds for
such rejection; and
7.6.2.3 Bi-lingual leasing and management assistance.
7.6.3 Holders of rental assistance subsidies (such as HUD's Housing Choice Voucher
or similar subsidy)must not be excluded from renting a unit in the project.
7.6.4 The tenant selection policy must address non-discrimination and affirmative
marketing as discussed in Section 7.7.
7.6.5 Developer must market Accessible Units in the following order:
7.6.5.1 'Within the project to persons requiring an accessible unit.
7.6.5.2 To persons on the waiting list requiring an accessible unit.
7.6.5.3 To the general community for persons requiring accessible unit.
7.6.5.4 To persons that do not require an accessible unit.
7.6.6 The tenant selection policy must (i) address the lease requirements described in
Section 7.3, (ii) address managing HOME Unit requirements, and (iii) must comply with state
and local tenant/landlord lamas.
7.7 Affirmative Marketin .
Developer must adopt and implement affirmative marketing procedures as required by 24
CFR 92.351 if the project involves the construction of 5 or more 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 are given an equal
opportunity to participate in the project without regard to sex, age, race, color, creed, nationality,
national origin, religion, handicap status, disability, familial status, sexual orientation, gender
identity, gender expression or transgender. The procedures shall include methods to be used by
Developer to inform and solicit applications for tenancy from person in the housing market area
who are not likely to apply for the housing without special outreach (e.g., through the use of
community organizations, places of worship, employment centers, fair housing groups, or
housing counseling agencies.)The procedures and requirements must designate an individual
who will be responsible for marketing the project and must establish a clear application
screening plan. Developer's affirmative marketing procedures must be submitted to City for
approval prior to implementation; provided however, City shall have no responsibility for
affirmative marketing of the project.
7.7.1 Developer shall keep records describing actions taken to affirmatively market the
HOME Units and the project sufficient to enable City to assess the results of the affirmative
marketing.
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7.8 _Property Inspections During Initial Lease-Up of HOME Units; Annual
Inspections of HOME Units.
City shall inspect units in the project before they are placed into service. City shall
inspect the HOME Units prior to a HOME Eligible Household occupying such unit to ensure that
each HOME Unit meets the appropriate HOME standards. Thereafter, City will inspect the
HOME Units annually.
7.9 Proiect Maintenance and Inspections During Affordability Period.
Developer shall ensure that the project is maintained in accordance with all applicable
HUD property standards for the duration of the Affordability Period, which at a minimum shall
be those property standards required in 24 CFR Part 92. City will verify maintenance of the
project to these standards through on-site inspections every year.
8. ADDITIONAL 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 and completed an Environmental Review Record as required
by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify,
or cancel the project. Further, Developer will not undertake or commit any funds to physical or
choice limiting actions, including if applicable, property acquisition, demolition, movement,
rehabilitation, conversion, repair or construction prior to the environmental clearance. Any
violation of this Section will (i) cause this Contract to terminate immediately; (ii) require
Developer to repay to City any HOME Funds received and forfeit any future payments of
HOME Funds; and (iii)Developer must pay 10% of the HOME Funds to City as liquidated
damages. The Parties agree that City's actual damages in the event of Developer violating
this Section are uncertain and would be difficult to ascertain and may include a finding by
HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant
or other Federal grant funds. Therefore, the Parties agree that payment of 10% of the
Loan amount by Developer to City under this Section is liquidated damages and not a
penalty.
8.1.1 Mitigation.
Developer must take the mitigation actions outlined in Exhibit "A-2" 4-Environmental
Mitigation Actions. Failure to complete the required mitigation action is an event of
default under this Contract.
8.2 Contract Not Constituting Commitment of Funds.
Notwithstanding any provision of this Contract, the Parties agree and acknowledge that
this Contract does not constitute a commitment of HOME Funds, and that such commitment or
approval may occur only upon satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
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8.3. Monitoring.
8.3.1 Developer understands and agrees that it will be subject to monitoring by City for
compliance with the HOME Regulations, the terms of this Contract and the Loan Documents
during the Affordability Period. Developer will provide reports and access to project files as
requested by City during the Affordability Period and for 5 years after it ends.
8.3.2 Representatives of City, HUD, HUD Office of the Inspector General, and the
United States Comptroller General shall have access during regular business hours, upon at least
48 hours prior notice, to Developer's offices and records and to Developer's officers and agents
that are related to the use of the HOME Funds and the requirements of the HOME Regulations
during the Affordability Period, and to Developer's officers, agents, employees, contractors,
subcontractors and vendors for the purpose of such monitoring
8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring,
City reserves the right to perform desk reviews or on-site monitoring of Developer's compliance
with the terms and conditions of this Contract and the Loan. After each monitoring visit, City
shall provide Developer with a written report of the monitor's findings. If the monitoring report
notes deficiencies in Developer's performance, the report shall include requirements for the
timely correction of said deficiencies by Developer. Failure by Developer to take the action
specified in the monitoring report may be cause for suspension or termination of this Contract as
provided herein, or City may take all actions allowed in the Loan Documents.
8.3.4 Developer shall annually provide to City the results of any state or federal
monitoring related to the project including any monitoring by TDHCA. Such results shall be
submitted annually to City with the submission of its annual audit and financial statements.
8.3.5 This Section 8.3 shall be applicable for the duration of the Affordability
Period and shall survive the earlier termination or expiration of this Contract.
8.4 Compliance with the Uniform Relocation Act.
If applicable, Developer shall comply with the relocation requirements of 24 CFR Part
92.353 and all other applicable federal and state laws and City ordinances and requirements
pertaining to relocation.
8.5 Compliance with Davis-Bacon Act.
If applicable, Developer and its general contractor and all lower tier subcontractors will
comply with the Davis-Bacon Act as described in Section 14.14 and Exhibit "H" — Federal
Labor Standards Provisions -Davis-Bacon Requirements.
8.5 Developer Procurement Standards.
Developer shall ensure that procurement of materials and sex-vices is done in a cost
effective manner. Developer shall comply with all applicable federal, state and local laws,
regulations, and ordinances for making procurements under this Contract. Developer shall
establish written procurement procedures to ensure that materials and services are obtained in a
cost effective manner
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8.7 Cost Principles/Cost Reasonableness.
The eligibility of costs incurred for performance rendered shall be determined in
accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable,regarding cost
reasonableness and allocability.
8.8 Financial Manamement Standards.
Developer agrees to adhere to the accounting principles and procedures required in 2
CFR Part 200, as applicable, utilize adequate internal controls, and maintain necessary
supporting and back-up documentation for all costs incurred in accordance with 2 CFR Part
200.302 and Part 200.303.
8.9 Uniform Administrative_ Requirements.
Developer will comply with the Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably
equivalent procedures and requirements that City may require.
8.10 Compliance with FFATA and Whistleblower Protections.
Developer shall provide City with all necessary information for City to comply with the
requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act ("FFATA") governing requirements on executive compensation and
provisions governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10
U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
8.10.1 Developer shall provide City its DUNS number prior to the payment of any
Reimbursement Requests.
8.11 Internal Controls.
In compliance with the requirements of 2 CFR 200.303, Developer shall:
8.11.1 Establish and maintain effective internal control over the HOME Funds that
provides reasonable assurance that Developer is managing the HOME Funds in compliance with
federal statutes, regulations, and the terms and conditions of this Contract. These internal
controls shall be in compliance with guidance in "Standards for Internal Control in the Federal
Government" issued by the Comptroller General of the United States or the "Internal Control
Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway
Commission("Cosa");
8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this
Contract;
8.11.3 Evaluate and monitor Developer's compliance with statutes, regulations and the
terms and conditions of this Contract;
8.11.4 Take prompt action when instances of noncompliance are identified including
noncompliance identified in audit findings; and
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8.11.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that HUD or City designates as sensitive or Developer
considers sensitive consistent with applicable federal, state, local and tribal laws regarding
privacy and obligations of confidentiality.
8.12 Copyright and Patent Rights.
No reports, maps, or other documents produced in whole or in part under this Contract
shall be the subject of an application for copyright by or on behalf of Developer. HUD and City
shall possess all rights to invention or discovery, as well as rights in data which may arise as a
result of Developer's performance under this Contract.
8.13 Terms Applicable to Contractors,Subcontractors and Vendors.
Developer understands and agrees that all terms of this Contract, whether regulatory or
otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which
are in any way paid with HOME Funds or who perform any work in connection with the project.
Developer shall cause all applicable provisions of this Contract to be included in and made a part
of any contract or subcontract executed in the performance of its obligations hereunder,
including its obligations regarding the Affordability Requirements and the HOME Regulations
during the Affordability Period. Developer shall monitor the services and work performed by its
contractors, subcontractors and vendors on a regular basis for compliance with the Affordability
Requirements,the HOME Regulations and Contract provisions. Developer is responsible to cure
all violations of the HOME Regulations committed by its contractors, subcontractors or vendors.
City maintains the right to insist on Developer's full compliance with the terms of this Contract
and the HOME Regulations and Developer is responsible for such compliance regardless of
whether actions to fulfill the requirements of this Contract or the HOME Regulations are taken
by Developer or by Developer's contractors, subcontractors or vendors. Developer
acknowledges that the provisions of this Section shall survive the earlier termination or
expiration of this Contract and be applicable for the length of the Affordability Period and
for 5 years thereafter.
8.14 Payment and Performance Bonds.
Subject to the requirements of 2 CFR Part 200.325, Developer shall furnish City with
payment and performance bonds in a form acceptable to City in the amount of the construction
cost for the project but not less than$559,481.00. At City's discretion, other forms of assurance
may be acceptable so long as they meet the requirements of the HOME Regulations and the
federal interest is adequately protected.
9. RECORD KEEPING, REPORTING AND DOCUMENTATION
REQUIREMENTS,RIGHT TO AUDIT.
9.1 Record Keeping.
Developer shall maintain a record-keeping system as part of its performance of 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
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spent, with supporting and back-up documentation as well as all Tenant Documentation.
Developer will maintain all records and documentation related to this Contract for 5 years after
the end of the Affordability Period. If any claim, litigation, or audit related to this Contract or
the project is initiated before the expiration of the 5 year period, the relevant records and
documentation must be retained until all such claims, litigation or audits have been resolved.
9.1.2 Access to Records.
City representatives and HUD and any duly authorized officials of the federal
government will have full access to, and the right to examine, audit, excerpt and/or transcribe
any of Developer's records pertaining to all matters covered by this Contract throughout the
Affordability Period and for 5 years thereafter. Such access shall be during regular business
hours upon at least 48 hours prior notice.
9.2 Reports.
Developer will submit to City all reports and documentation described in this Contract in
such form as City may prescribe. Developer may also be required to submit a final performance
and/or final financial report if required by City at the termination of this Contract and/or the
termination of the Loan in such form and within such times as City may prescribe. Failure to
submit any report or documentation to City required by this Contract shall be an event of
default and City may exercise all of it remedies for default under this Contract and Loan
Documents. City shall not exercise its rights hereunder for default until its gives Developer 30
days' notice of such failure and Developer has failed to cure such default.
9.2.1 Additional Information.
Developer shall provide City with additional information as may be required by state or
federal agencies to substantiate HOME Program activities and/or expenditure eligibility.
9.3 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its reasonable
discretion. City will notify Developer in writing at least 34 days prior to the effective date of
such change, and the Parties shall execute an amendment to the Contract reflecting such change
if necessary.
9.4 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 and during the Affordability Period and for 5 years
thereafter, if City determines that such audit is necessary for City's compliance with the HOME
Regulations or other City policies, and Developer agrees to allow access to all pertinent materials
as described herein. If such audit reveals a questioned practice or expenditure, such questions
must be resolved within 15 business days after notice to Developer of such questioned practice
or expenditure. If questions are not resolved within this period, City reserves the right to
withhold further funding under this and/or other 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,DEVELOPER
AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE
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AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED
AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS.
10. REIMBURSEMENT REQUIREMENTS.
Developer shall provide City with Complete Documentation and the fallowing reports as
shown in Exhibit "F"--Reimbursement Forms with each Reimbursement Request:
10.1 Attachment I—Invoice.
This report shall contain the amount requested for reimbursement in the submitted
request, and the cumulative reimbursement requested to date (inclusive of the current request).
This report must be signed by an authorized signatory of Developer. By signing Attachment I,
Developer is certifying that the costs are valid, eligible, and consistent with the terms and
conditions of this Contract, and the data contained in the report is true and correct.
10.2 Attachment II--Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by Developer. In
order for this report to be complete the following must be submitted:
10.2.1 Invoices for each expense with an explanation as to how the expense pertains
to the project, if necessary; and
1.0.2.2 Proof that each expense was paid by Developer, which proof can be satisfied
by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking
documentation.
10.3. Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be submitted by
Developer to City within 60 calendar days from each of the deadlines as shown in Exhibit"C"—
ConstruEction and Reimbursement Schedule.
10.3.12 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF
THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND
REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit
Reimbursement Requests and Complete Documentation along with any required reports
shall be an event of default.
16.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
CALENDAR DAYS OF THE COMPLETION DEADLINE.
10.3.3 Final Payment.
Developer shall not be reimbursed for Final Payment until it submits Exhibit"G"—HOME
Project Compliance Report to City.
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1 0.4 Withholding Payment.
CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST
THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements
11.1.1 If Developer fails to begin construction within 9 months of the Effective Date,
this 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 (as may be modified in accordance with Section 14.19) or have failed to
pass any of the inspections described in Section 6.1.1 (or to promptly correct any noted
deficiency and subsequently pass such inspection), City shall have the right to terminate this
Contract with no penalty or liability to City, with such termination to be effective immediately
upon written notice. City shall also be entitled to demand repayment of the HOME Funds and
enforce any of the provisions of Loan documents for default.
11.2 Failure to Submit Complete Documentation During Construction..
11.2.1 If Developer fails to submit all applicable Complete Documentation during
construction of the Required Improvements in accordance with Exhibit "C" — Construction
and Reimbursement Schedule, or if any report or documentation submitted as part of Complete
Documentation is not in compliance with this Contract or the HOME Regulations as determined
by City, City will notify Developer in writing and the Developer will have 15 calendar days from
the date of the written notice to submit or resubmit any such report or documentation. If
Developer fails to submit or resubmit any such report or documentation within such time, City
shall have the right to withhold payments. If such failure continues for an additional 15 days (a
total of 30 days) City shall have the right to terminate this Contract effective immediately
upon written notice of such intent with no penalty or liability to City. Notwithstanding
anything to the contrary herein, City will not be required to pay any HOME Funds to Developer
during the period that any such report or documentation is not in compliance with this Contract
or the HOME Regulations.
11,2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise
not in compliance with this Contract or the HOME Regulations as determined by City, City will
notify Developer in writing of such default and the Developer will have 15 calendar days from
the date of the written notice to resubmit any such Reimbursement Request to cure the default. If
the Developer fails to cure the default within such time, Developer shall forfeit any payments
otherwise due under such Reimbursement Request. If such failure to resubmit such
Reimbursement Request continues for an additional 15 days (a total of M days) the City shall
have the right to terminate this Contract effective immediately upon written notice of such
intent with no penalty or liability to City. Notwithstanding anything to the contrary herein,
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City will not be required to pay any HOME Funds to Developer during the period that any such
Reimbursement Request is not in compliance with this Contract or the HOME Regulations.
11.2.3 In the event of more than 3 instances of default, cured or uncured, under
Sections 11.2.1 or 11.2.2 which have a material adverse impact on the project, City reserves
the right at its sole option to terminate this Contract effective immediately upon written
notice of such intent with no penalty or liability to City.
11.2.4 Notwithstanding anything to the contrary herein, City will not be required to
pay any HOME Funds to Developer during the period that any Reimbursement Requests, reports
or documentation are past due or are not in compliance with this Contract or the HOME
Regulations, or during any period during which Developer is in default of this Contract.
11.2.5 In the event of termination under this Section 11.2, all HOME Funds awarded
but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer
shall have no further right to such funds. Any HOME Funds already paid to Developer must be
repaid to City within 30 days of termination under this Section. Failure to repay such HOME
Funds will result in City exercising all legal remedies available to City under this Contract
and the Loan Documents. For clarification, the defaults and related remedies set out in this
Section 11.2 are not intended to arise from mathematical errors or other minor defects in a
Reimbursement Request.
11..3 Failure to Submit Required Reports and Documentation During
Affordability Period.
If Developer fails to maintain all records and documentation as required in Section 9, or
fails to submit any report or documentation required by this Contract after the Required
Improvements are completed, or if the 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 30 calendar days from the date of the written notice to
obtain or recreate the missing records or documentation, or submit or resubmit any such report or
documentation to City. If Developer fails to maintain the required reports or documentation, or
submit or resubmit any such report or documentation within such time, City shall have the right
to terminate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City. In the event of termination under this Section 11.3, any HOME
Funds paid to Developer must be repaid to City within M days of termination. Failure to
repay such HOME Funds will result in City exercising all legal remedies available to City
under this Contract and the Loan Documents.
11.4 In General.
11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided
otherwise in this Contract, Developer shall be in default if Developer breaches any term or
condition of this Contract. In the event that such a breach remains uncured after 30 calendar
days following written notice by City for such other notice period as may be specified herein), or
if Developer has diligently and continuously attempted to cure following receipt of such written
notice but reasonably required more than 30 calendar days to cure, as determined by both Parties
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mutually and in good faith, City shall have the right to elect, in City's sole discretion, to (i)
extend Developer's time to cure, (ii) terminate this Contract effective immediately upon written
notice of such intent to Developer, or(iii)pursue any other legal remedies available to City.
11.4.2 City's remedies may include:
11.4.2.1. Direct Developer to prepare and follow a schedule of actions for
carrying out the affected activities, consisting of schedules,
timetables and milestones necessary to implement the affected
activities, including extending the Affordability Period.
11.4.2.2 Direct Developer to establish and follow a management plan that
assigns responsibilities for carrying out the remedial activities.
11.4.2.3 Cancel or revise activities likely to be affected by the performance
deficiency, before expending HOME Funds for the activities.
11.4.2.4 Reprogram HOME Funds that have not yet been expended from
affected activities to other eligible activities or withhold HOME
Funds.
11.4.2.5 Direct Developer to reimburse City in any amount of HOME
Funds not used in accordance with the HOME Regulations.
11.4.2.5 Suspend reimbursement of HOME Funds for affected activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions,termination of this Contract or any other contracts with
Developer, and any other available remedies.
11.4.3 In the event of termination under this Section 11.4, all 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 termination. Failure to repay such HOME Funds will
result in City exercising all legal remedies available to City under this Contract or the Loan
Documents.
11.5 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 City's satisfaction.
11.5 No Compensation After Date of Termination.
In the event of termination, Developer shall not receive any HOME Funds in
compensation for work undertaken after the date of termination.
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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 this provision shall be in
addition to any and all other rights and remedies available to City under the law and Loan
Documents including, but not limited to, compelling Developer to complete the Required
Improvements in accordance with the terms of the Contract. Such termination does not
terminate any applicable provisions of this Contract that have been expressly noted as surviving
the term or termination of this Contract. No delay or omission by City in exercising any right or
remedy available to it under this Contract shall impair any such right or remedy or constitute a
waiver or acquiescence in any Developer default.
11.8 Waiver of Breach Not Waiver of Subse uent 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.
11.10.1 City may terminate this Contract in the event of Developer's default, inability,
or failure to perform, subject to notice, grace and cure periods. In the event City terminates this
Contract for cause, all HOME Funds awarded but unpaid to Developer pursuant to this Contract
shall be immediately rescinded and Developer shall have no further right to such funds and any
HOME Funds already paid to Developer must be repaid to City within 30 calendar days of
termination. Failure to repay such HOME Funds will result in City exercising all legal remedies
available to City under this Contract or the Loan Documents. DEVELOPER
ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT
FOR CAUSE, NEITHER DEVELOPER NOR ANY AFFILIATES OF DEVELOPER
SHALL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS
FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. This
provision shall not apply to the Investor.
11.10.2 Developer may terminate this Contract if City does not provide the HOME
Funds substantially in accordance with this Contract. In such event, the termination of the
Contract shall have the effect of returning the Parties to their respective circumstances as existed
prior to the execution of this Contract, and no terms or obligations shall survive the date of
termination,including but not limited to,reporting, inspections or the Affordability Period.
11.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200, Appendix II, this Contract rnay be
terminated in whole or in part only as follows:
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11-11.1 By City with the consent of Developer in which case the Parties shall agree
upon the termination conditions, including the effective date and in the case of partial
termination, the portion to be terminated; or
11.11.2 By Developer upon written notification to City setting forth the reasons for
such termination, the effective date, and in the case of partial termination, the portion to be
terminated. In the case of a partial termination, City may terminate the Contract in its entirety if
City determines in its sole discretion that the remaining portion of the Contract to be performed
or HOME Funds to be spent will not accomplish the purposes for which this Contract was made.
11.11.3 In the event of termination of the Contract under this Section 11.11, the
termination shall have the effect of returning the Parties to their respective circumstances as
existed prior to the execution of this Contract, and no terms or obligations shall survive the date
of termination, including but not limited to, reporting, inspections or the Affordability Period.
11.12 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist,this Contract shall terminate. In the
event of termination under this Section, all HOME Funds are subject to repayment and/or City
may exercise all of its remedies under this Contract and the Loan Documents.
11.13 Reversion of Assets.
In the event this Contract is terminated with or without cause, all tangible personal
property owned by Developer that was acquired or improved with the HOME Funds shall belong
to City and shall automatically transfer to City or to such assignees as City may designate.
11.14 Notice of Termination under Subordination A reement.
City shall not terminate this Contract without first giving notice and opportunity to cure
as required in the Subordination Agreement.
11.15 Notice to Investor of Default.
City shall furnish Investor with notice of any default under this Contract at the address
shown below.
12. REPAYMENT OF HOME FUNDS.
All HOME Funds are subject to repayment in the event the project does not meet the
requirements as set out in this Contract or in the HOME Regulations. If Developer takes any
action that results in City being required to repay all or any portion of the HOME Funds to
HUD, Developer agrees it will reimburse City for such repayment. If Developer takes any
action that results in City receiving a finding from HUD about the project, whether or not
repayment to HUD is required of City,Developer agrees it will pay City 10% of the HOME
Funds as liquidated damages. The Parties agree that City's damages in the event of either
repayment to HUD being required or receiving a finding from HUD are uncertain and
would be difficult to ascertain and may include an impact on City's HOME grant or other
Federal grant funds, in addition to a finding by HUD or a repayment of funds to HUD by
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City. Therefore, the Parties agree that payment under this Section of 10% of the Loan
amount by Developer to City is liquidated damages and not a penalty.
13. MATERIAL OWNERSHIP CHANGE.
Subject to the terms of the Deed of Trust and transfers in accordance with Developer's
Limited Partnership Agreement, as may be amended and restated from time to time to admit
Investor Member or other members, or otherwise with City consent, if ownership of Developer
materially changes after the date of this Contract, City may, but is not obligated to, terminate this
Contract. City has 30 days to make such determination after receipt of notice from Developer
and failure to make such determination in that time period will constitute a waiver. In the event
of termination under this Section 13, all HOME Funds awarded but not yet paid to Developer
pursuant to this Contract shall be immediately rescinded and Developer shall have no further
right to such funds. Any HOME Funds already paid to Developer must be repaid to City within
30 days of termination under this Section.
14. GENERAL PROVISIONS
14.1 Developer an Independent Contractor.
Developer shall operate hereunder as an independent contractor and not as an officer,
agent, servant or employee of City. Developer shall have exclusive control of, and the exclusive
right to control, the details of the work and services performed hereunder, and all persons
performing same, and shall be solely responsible for the acts and omissions of its officers,
members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or
invitees.
1.4.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and Developer, its
officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants,
licensees or invitees, and nothing herein shall be. construed as creating a partnership or joint
enterprise between City and Developer. City does not have the legal right to control the details
of the tasks performed hereunder by Developer, its officers, members, agents, employees,
contractors, subcontractors,vendors, licensees or invitees.
14.3 Developer Property
City shall under no circumstances be responsible for any property belonging to
Developer, its officers, members, agents, employees, contractors, subcontractors, vendors,
tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and
DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS
OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SHITS
PERTAINING TO OR CONNECTED WITH SUCH PROPERTY.
14.4 Reli ious 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.
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14.5 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.
14.6 Governing Law.
This Contract shall be governed by and construed in accordance with the laws of the
State of Texas. If any action., whether real or asserted, at law or in equity, arises out of the
execution, performance or non-performance of this Contract or on the basis of any provision
herein., for any issue not governed by federal law, the choice of law shall be the laws of the State
of Texas.
14.7 Severability.
The provisions of this Contract are severable, and if for any reason a clause, sentence,
paragraph or other part of this Contract shall be determined to be invalid by a court or federal or
state agency, board or commission having jurisdiction over the subject matter thereof, such
invalidity shall not affect other provisions which can be given effect without the invalid
provision.
14.8 Written Agreement Entire Agreement.
This written instrument and the Exhibits, Addendums and Attachments attached hereto,
which are incorporated by reference and made a part of this Contract for all purposes, constitute
the entire agreement by the Parties concerning the work and services to be performed under this
Contract. Any prior or contemporaneous oral or written agreement which purports to vary the
terms of this Contract shall be void. Any amendments to the terms of this Contract must be in
writing and be executed by the Parties.
14.9 Paragraph Headin s for Reference Only,No Legal Significance; Number.
The paragraph headings contained herein are for convenience in reference to this
Contract and are not intended to define or to limit the scope of any provision of this Contract.
When context requires, singular nouns and pronouns include the plural and the masculine gender
shall be deemed to include the feminine or neuter and the neuter gender to include the masculine
and feminine. The words "include" and "including" whenever used herein shall be deemed to be
followed by the words "without limitation".
14.10 Compliance With All Applicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are
currently in effect or that are hereafter amended during the performance of this Contract. These
laws include, but are not limited to:
�- HOME Investment Partnerships Act as set out above
➢ Title VT 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
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➢ The Fair Housing Act, Title V111 of the Civil Rights Act of 1968 (42 U.S.C. Sections
3641 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. C NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean.
Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive
Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15.
In no event shall any amount of the assistance provided under this Contract be
utilized with respect to a facility that has given rise to a conviction under the Clean
Air Act or the Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal status
of its employees
➢ The Americans with Disabilities Act of 1994 (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 GFR Part 983.6 for Site and Neighborhood Standards Review
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland "Anti-Kickback"Act
(18 U.S.C. 874) as supplemented in 29 CFR Part 5
➢ For construction contracts in excess of $2,000, and in excess of $2,540 for other
contracts which involve the employment of mechanics or laborers, Sections 103 and
107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 304) as
supplemented by 29 CFR Part 5
➢ Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by
the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et
seq.) and implementing regulations at 24 CFR Part 35, subparts A, B,M, and R
➢ Regulations at 24 CFR Part 92, Horne Investment Partnerships Program Final Rule
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Uniform Administrative Requirements, Cost Principlcs, and Audit Requirements for
Federal Awards, 2 CFR Part 200 et seq.
Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as
amended by Section 5205(a) of Pub.L_ 110-252 and Section 3 of Pub.L. 113-101)
➢ Federal Whistleblower Regulations, 10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C. 2324,
41 U.S.C. 4304 and 41 U.S.C. 4310.
14.11 HUD-Assisted Proiects and Employment and other Economic
Opportunities; Section 3 Requirements.
14.11.1 Requirement that Law Be Quoted in CoveredContracts. — Certain
Requirements Pertaining to Section 3 of the Housing and Urban
Development Act of 1468 as Amended (12 U.S.C. Sections 1701 et seq.]
and its Related Regulations at 24 CFR Part 135
If the construction of the Required Improvements will cause the creation of new
employment, training, or contracting opportunities on a contractor or subcontractor level
resulting from the expenditure of the HOME Funds, Developer shall comply with the following
and will ensure that its contractors also comply. If the work performed under this Contract is on
a project assisted under a program providing direct Federal financial assistance from HUD,
Section 3 of 24 CFR 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 1965, 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 .fart 135, which implement Section 3. As evidenced by their execution of
this contract, the parties to this contract certify that they are under no contractual
or other impediment that would prevent them from complying with the Part 135
regulations.
C. The contractor agrees to send to each labor organization or
representative of workers with which it has a collective bargaining agreement or
other understanding, if any, a notice advising the labor organization or workers'
representatives of the contractor's commitments under this Section 3 clause and
will post copies of the notice in conspicuous places at the work site where both
employees and applicants for training and employment positions can see the
notice. The notice shall describe the Section 3 preference, shall set forth
minimum number and job titles subject to hire, availability of apprentice and
training positions, the qualifications for each; and the name and location of the
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person(s) taking applications for each of the positions; and the anticipated date
the work shall begin.
D. The contractor agrees that it will include this Section 3 clause in every
subcontract to comply with regulation in 24 CFR Part 135, and agrees to take
appropriate action, as provided in an applicable provision of the subcontract or
in this Section 3 clause, upon finding that the subcontractor is in violation of the
regulations in 24 CFR Part 135. The contractor will not subcontract with any
subcontractor where it has notice or knowledge that the subcontractor has been
found in violation of regulations in 24 CFR 135.
E. The contractor will certify that any vacant employment positions,
including training positions that are filed: (1) after the contractor is selected bort
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.
14.11.2 Developer Responsibilities for Section 3 Requirements.
City and Developer understand and agree that compliance with the provisions of Section
3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall
be a condition of the federal financial assistance provided to the project binding upon City and
Developer, and their respective successors, assigns, contractors and subcontractors. Failure to
fulfill these requirements shall subject Developer and its contractors and subcontractors and their
respective successors and assigns to those sanctions specified by the grant agreement through
which federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135.
Developer's responsibilities include:
14.11.2.1 Implementing procedures to notify Section 3 residents and
business concerns about training, employment, and
contracting opportunities generated by Section 3 covered
assistance;
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14.1.1.2.2 Notifying potential contractors working on Section 3 covered
projects of their responsibilities;
14.11.2.3 Facilitating the training and employment of Section 3
residents and the award of contracts to Section 3 business
concerns;
14.11.2.4 Assisting and actively cooperating with the Neighborhood
Services Department in making contractors and
subcontractors comply;
14.11.2.5 Refraining from entering into contracts with contractors that
are in violation of Section 3 regulations;
14.11.2.6 Documenting actions taken to comply with Section 3; and
14.11.2.7 Submitting Section 3 Annual Summary Reports (form HUD-
60002) in accordance with 24 CFR Part 135.94.
14.11.3 Section 3 Reporting Re uirements.
In order to comply with the Section 3 requirements, Developer must submit the forms
attached hereto as Exhibit"I" -Section 3 Reporting Forms and take the following actions:
14.11.3.1 Report to the City all applicants for employment, and all
applicants for employment by contractors and any
subcontractors on a quarterly basis. This shall include name,
address, zip code, date of application, and status (hired/not-
hired) as of the date of the report.
14.11.3.2 Advertise available positions to the public for open
competition and provide documentation to City with the
quarterly report that demonstrates such open advertisement,
in the form of printout of Texas Workforce Commission
posting, copy of newspaper advertisement, copy of flyers and
listing of locations where flyers were distributed, and the
like.
14.11.3.3 Report to the City all contracts awarded by contractors and
any subcontractors on a quarterly basis. This shall include
name of contractor and/or subcontractor, address, zip code,
and amount of award as of the date of the report.
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14.12 Prohibition Against Discrimination,
1.4.12.1 General Statement.
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 111, 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,
contractors,vendors or project participants to engage in such discrimination.
This Contract is made and entered into with reference specifically to the ordinances
codified at Chapter 17, Article 111, Division 3 - Employment Practices of the City Code, and
Developer hereby covenants and agrees that Developer, its officers, members, agents, employees
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, contractors or vendors.
14.12.2 No Discrimination in Employment during the Performance of this
Contract.
During the performance of this Contract Developer agrees to the following provision, and
will require that its contractors, subcontractors and vendors also comply with such provision by
including it in all contracts with its contractors and vendors:
Contractor's Subcontractor's or Vendor's Namel 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. Wontractor's,
Subcontractor's or Vendor's Name will take affirmative action to ensure that applicants
are hired without regard to race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender and that employees are treated fairly during employment
without regard to their race, color, sex, gender, religion, national origin, familial status,
disability or perceived disability, sexual orientation, gender identity, gender expression or
transgender. Such action shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or
termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship. Contractor's Subcontractor's or vendor's Name agrees to
post in conspicuous places, available to employees and applicants for employment,
notices setting forth the provisions of this nondiscrimination clause.
C'ontractor's Subcontractor's or Vendor's Name will, in all solicitations or
advertisements for employees placed by or on behalf of Contractor's Subcontractor's
or Vendor's Name , state that all qualified applicants will receive consideration for
employment without regard to race, color, sex, gender, religion, national origin, familial
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status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender.
fContractor's, Subcontractor's or Vendor's Name] covenants that neither it nor any of its
officers, members, agents, employees, or contractors, while engaged in performing this
Contract, shall, in connection with the employment, advancement or discharge of
employees or in connection with the terms, conditions or privileges of their employment,
discriminate against persons because of their age or because of any disability or
perceived disability, except on the basis of a bona fide occupational qualification,
retirement plan or statutory requirement.
Contractor's Subcontractor's or Vendor-'s Namel further covenants that neither it nor its
officers, members, agents, employees, contractors, or persons acting on their behalf,
shall specify, in solicitations or advertisements for employees to work on this Contract, a
maximum age limit for such employment unless the specified maximum age limit is
based upon a bona fide occupational qualification, retirement plan or statutory
requirement.
14.12.3 Developer's Contractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
{'ADA"), Developer warrants that it 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. 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,
CONTRACTORS, SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING
OUT OF DEVELOPER'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS',
VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH
THE ABOVE-REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION
IN THE PERFORMANCE OF THIS CONTRACT.
14.13. Conflict of Interest and Violations of Criminal Law.
14.13.1 Developer Safeguards.
Developer shall establish safeguards to prohibit its employees, board members, advisors
and agents from using positions for a purpose that is or gives the appearance of being motivated
by a desire for private gain for themselves or others, particularly those with whom they have
family, business or other ties. Developer shall disclose to City any conflict of interest or
potential conflict of interest described above, immediately upon discovery of such.
14.13.2 General Prohibition Against Conflicts of Interest.
No persons who are employees, agents, consultants, officers or elected officials or
appointed officials of City or of Developer who exercise or have exercised any functions or
responsibilities with respect to activities assisted with HOME funds or who are in a position to
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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 I year thereafter, unless they are accepted in accordance with the
procedures set forth at 24 C.F.R. Part 92.356.
14.13.2.1 Developer shall establish conflict of interest policies for Federal
Awards and shall provide such policies in writing to City in
accordance with the requirements oft CFR Part 200.112.
14.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Developer is required to timely disclose to City
in writing any potential conflict of interest, as described in this Section.
14.13.4 Disclosure of Texas Penal Code Violations.
Developer affirms that it will adhere to the provisions of the Texas Penal Code which
prohibits bribery and gifts to public servants.
14.13.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City
all violations of federal criminal law involving fraud, bribery or gratuity violations potentially
affecting this Agreement.
14.14 Labor Standards.
14.14.1 As applicable, Developer agrees to comply with the requirements of the
Secretary of Labor in accordance with the Davis-Bacon Act(40 U.S.C. 276a-7) as amended, the
provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all
other applicable Federal, state and local laws and regulations pertaining to labor standards
insofar as those acts apply to the performance of this Contract. Developer agrees to comply with
the Copeland Anti-Kick Back Act(18 U.S.C. 874 et seq.) and its implementing regulations of the
United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation
that demonstrates compliance with hour and wage requirements of this Contract and HOME
Regulations. Such documentation shall be made available promptly to City for review upon
request.
14.14.2 Developer agrees that, except with respect to the rehabilitation or construction
of residential property containing less than 12 units assisted with HOME funds, all contractors
engaged under contract for construction, renovation or repair work financed in whole or in part
with assistance provided under this Contract, shall comply with Federal requirements adopted by
City pertaining to such contracts and with the applicable requirements of the regulations of the
Department of Labor under 29 CFR Pacts 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
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shall cause or require to be inserted in full, in all such contracts subject to such regulations,
provisions meeting the requirements of this paragraph.
14.14.3 If Davis-Bacon is applicable, Developer shall provide City access to employee
payrolls, contractor and subcontractor payrolls and other wage information for persons
performing construction of the Required Improvements. Payrolls must be submitted to the
Neighborhood Services Department with each Reimbursement Request, and must be available to
Neighborhood Services Department staff upon request. In addition, Developer shall ensure that
City will have access to employees, contractors and subcontractors and their respective
employees in order to conduct onsite interviews with laborers and mechanics. Developer shall
inform its contractors and subcontractors that City staff or federal agencies may conduct periodic
employee wage interview visits during construction of the project to ensure compliance.
14.15 Subcontracting with Small and Minority Firms Women's Business
Enterprises and Labor Surplus Areas.
14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to abide by
City's policy to involve Minority Business Enterprises and Small Business Enterprises and to
provide them equal opportunity to compete for contracts for construction, provision of
professional services, purchase of equipment and supplies and provision of other services
required by City. Developer agrees to incorporate the City's BDE Ordinance, and all
amendments or successor policies or ordinances thereto, into all contracts and subcontracts for
procurement$54,000.00 or larger, and will further require all persons or entities with which it so
contracts to comply with said ordinance.
14.15.2 It is national policy to award a fair share of contracts to disadvantaged
business enterprises OTBEs"), small business enterprises ("SBEs"), minority business
enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative
steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as
sources of supplies, equipment, construction and services.
14.15.3 In order to comply with the reporting requirements of 24 CFR Part 92.508
(a)(7)(ii),Developer must submit the form attached hereto as Exbibit "K"—
MBE Reporting Form for each contract or subcontract with a value of
$25,000 or more paid, or to be paid, with HOME funds. This form shall be
submitted with the final Reimbursement Request.
14.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is applicable
to Developer does not excuse or relieve Developer from the requirements or responsibilities in
regard to following the law, nor from the consequences or penalties for Developer's failure to
follow the law, if applicable.
HOME DEVELOPER RENTAL CONTRACT Rev. 10/20/2016
The Broadmoor at Western Hills Ltd. Page 37
14.17 Assignment.
Developer shall not assign all or any part of its rights, privileges, or duties
under this Contract without the prior written approval of City. Any attempted assignment of
same without approval shall be void, and shall constitute a breach of this Contract.
14.18. Right to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing any proposed
contracts between Developer and (i) its general contractor and subcontractors, including any
lower tier subcontractors engaged in any activity that is funded as part of the construction of the
Required Improvements, (ii) any vendor contracts arising out of the operation of the project, and
(iii) any third party contracts to be paid with HOME Funds,prior to any charges being incurred.
14.19 Force Maieure
If Developer becomes unable, either in whale or part, to fulfill its obligations under this
Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public
enemies, wars, blockades, insurrections, fiots, epidemics, earthquakes, fires, floods, restraints or
prohibitions by any court, board, department, commission or agency of the United States or of
any States, civil disturbances, or explosions, or some other reason beyond Developer's control
(collectively, "Force Majeure Event"),the obligations so affected by such Force Majeure Event
will be suspended only during the continuance of such event and the completion date for such
obligations shall be extended for a like period. Developer will give City written notice of the
existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the
occurrence of the event. Failure to give notice will result in the continuance of the Developer's
obligation regardless of the extent of any existing Force Majeure Event. Developer will use
commercially reasonable efforts to remedy its inability to perforin as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to Affordability Requirements, auditing,
monitoring,tenant income eligibility, record keeping and reports, City ordinances,the provisions
of Section 6.6 pertaining to SAM, or any HOME requirements, and any default and enforcement
provisions necessary to enforce such provisions, shall survive the termination of this Contract for
the longer of (i) 5 years after the termination date of this Contract, or (ii) 5 years after the
termination of the Affordability Period unless a different survival period is specifically set forth
herein, and shall be enforceable by City against Developer.
15. INDEMNIFICATION AND RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL
CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR
IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED
HOME DEVELOPER RENTAL CONTRACT Rev. 10/20/2016
The Broadmoor at Western Hills Ltd. Page 38
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY, AND DEVELOPER HEREBY
ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS,
AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS
FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND
AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES 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 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.
HOW DEVELOPER RENTAL CONTRACT Rev. 10/20/2016
The Broadmoor at Western Hills Ltd. Page 39
16. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer is a charitable or nonprofit organization and has or claims an immunity or
exemption (statutory or otherwise) from and against liability for damages or injury, including
death,to persons or property,Developer hereby expressly waives its rights to plead defensively
such immunity or exemption as against City. This section shall not be construed to affect a
governmental entity's immunities under constitutional, statutory or common law.
17. INSURANCE AND BONDING.
Developer will maintain coverage in the form of insurance or bond in the amount of
$559,4$1.00, which is the total amount of the Loan,to insure against loss from the fraud, theft or
dishonesty of any of Developer's officers, agents, trustees, directors or employees. The proceeds
of such insurance or bond shall be used to reimburse City for any and all loss of HOME Funds
occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall
include a rider stating that reimbursement for any loss or losses shall name the City as a Loss
Payee.
Developer shall furnish to City, in a timely manner, but not later than 60 days after the
Effective Date, certificates of insurance as proof that it has secured and paid for policies of
commercial insurance as specified herein. If City has not received such certificates as set forth
herein, Developer shall be in default of the Contract and City may at its option, terminate the
Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract. Developer
shall maintain, or require its general contractor to maintain, the following coverages and limits
thereof:
Commercial General LiabiliV(CGL)Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Business Automobile Liability Insurance
$1,000,000 each accident on a combined single-limit basis, or
$ 250,000 Property Damage
$ 500,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance policy shall be endorsed to cover"Any Auto"defined as autos owned, hired and
non-owned. Pending availability of the above coverage and at the discretion of City,the policy
shall be the primary responding insurance policy versus a personal auto insurance policy if or
when in the course of Developer's business as contracted herein.
HOME DEV}LOPER RENTAL CONTRACT Rev. 10/20/2016
The Broadmoor at Western Hills Ltd. Page 40
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
Note: Such insurance shall cover employees performing work on any and all projects
including but not limited to construction, demolition, and rehabilitation. Developer or its
contractors shall maintain coverages,if applicable. In the event the respective contractors
do not maintain coverage, Developer shall maintain the coverage on such contractor, if
applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30 days
following notice to Developer of such requirements.
Developer will submit to City documentation that it, and its general contractor, have obtained
insurance coverage and have executed bonds as required in this Contract prior to payment of any
monies provided hereunder.
Where applicable and appropriate, 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 the foregoing insurance politics shall be at commercially reasonable levels,
and in no event exceed$100,000 per occurrence.
In the event there are any local, federal or other regulatory insurance or bonding requirements for
the project,and such requirements exceed those specified herein,the former shall prevail.
HOME DEVELOPER RENTAL CONTRACT Rev. 14/20/2016
The Broadmoor at Western Hills Ltd. Page 41
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 where applicable and appropriate.
Professional Liability coverage shall be in force and may be provided on a claim's made basis.
This coverage may also be referred to as Management Liability, and shall protect the insured
against claims arising out of alleged errors in judgment, breaches of duty and wrongful acts
arising out of their management duties.
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
18. CERTIFICATION REGARDING LOBBYING.
The undersigned Developer hereby certifies,to the best of its knowledge and belief,that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of
Developer, to any person for influencing or attempting to influence an officer or
employee of any agency, a member of Congress, an officer or employee of
Congress in connection with the awarding of any Federal contract, the making of
any federal grant, the making of any Federal loan, the entering into of any
cooperative agreement and the extension, continuation, renewal, amendment, or
modification of any Federal contract grant, loan or cooperative agreement.
.If any funds other than federally appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an after 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.0 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.
HOME DEVELOPER RENTAL CONTRACT Rev. 10/20/2016
The Broadmoor at Westem Hills Ltd. Page 42
19. LITIGATION AND CLAIMS.
Developer shall give City immediate notice in writing of any action, including any
proceeding before an administrative agency, filed against Developer in conjunction with this
Contract or the project. Developer shall furnish immediately to City copies of all pertinent
papers received by Developer with respect to such action or claire. Developer shall provide a
notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision
of law.
20. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be effective
upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail return receipt
requested or by a nationally recognized overnight delivery service; and (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
1040 Throckmorton Street
Fort North, TX 76102
Attention: Vicki Ganske
Telephone: 817-392-7765
Copy to:
Neighborhood Services Department
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Chad LaRoque
Telephone: 817-392-7540-2661
Developer:
Broadmoor at Western Hills Ltd.
1.000 Throckmorton Street
Fort Worth, Texas 76102
Attention: Aubrey Thagard
Telephone: (817) 392-7540
Copy to:
NRP The Broadmoor Apartments SLP LLC
5309 Transportation Boulevard
Cleveland, Ohio 44125
Attention: General Counsel
HOME DEVELOPER RENTAL CONTRACT Rev. 1012011.016
The Broadmoor at Western Hills Ltd. Page 43
Eaton Law Firm
3824 Cedar Springs Road
Box. 801-5549
Dallas,TX 75219
Attention: Michael Eaton
Broad and Cassel
390 N. Orange Avenue, Suite 1400
Orlando, Florida 32801
Attention: David F. Leon, LLC
Investor:
U.S. Bancorp Community Development Corporation
1307 Washington Avenue, Suite 300
Mail Code: SL MO RMCD
St. Louis, MO 63103
Attention: Director of LIHTC Asset Management
Telephone: (314)335-2600
Copy to:
Kutak Rock LLP
1550 Farnarn Street
Omaha,NE 68102
Attention: Jill Goldstein, Esq.
21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, .resolution or action passed or taken, to enter into this Contract
and to perform the responsibilities herein required.
22. INVESTOR'S RIGHT TO CURE.
The Parties agree that the Investor shall have the right, but not the obligation, to cure any
default by or complete any obligation of the Developer under the Loan Documents during the
cure period or completion period provided therein, and the Parties hereto agree to accept any
such cure or completion tendered by the Investor.
23. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be
considered an original,but all of which shall constitute one instrument which may be sufficiently
evidenced by one counterpart.
[SIGNATURES APPEAR ON NEXT PAGE]
HOME DEVELOPER RENTAL CONTRACT Rev. 10/20/2016
The Broadmoor at Western Hills Ltd. Page 44
IN WITNESS WHEREOF, the Parties have executed 4 duplicate originals of this
Contract to be effective as of the Effective Date.
ST: r OF FORT WORTH
�' 07
y:
ity Secretary �$g -- ndo Costa,Assistant City Manager
M&C G-18760 Dated une l ate•"-- o LZr /G
[+� � q❑ate ` ,.
°oaooaoaa°� f'+
Form 1295: 2016-60529
APPR VED AS TO F07 AND LEGALITY:
Vicki S. Ganske, Senior Assistant City Attorney
THE BROADMOOR AT WESTERN HILLS LTD.,
a Texas limited partnership,
By: The Broadmoor at Western Hills GP LLC,
a Texas limited liability company,
its general partner
By: Fort Worth Housing Finance Corporation,
a Texas housing finance corporation,
its sole member
By: L--
Fernando Costa, General Manager
Date: IO 20zl G _
HOME DEVELOPER RENTAL CONTRACT
The Broadmoor at Western Hills Ltd. OFFICIAL RECORD Signature Page
CITY SECRETARY
FT,WORTH,TX
EXHIBITS:
Exhibit"A"—Project Summary
Exhibit"A-I"—HUD Rent Limits
Exhibit"A-2"—Environmental Mitigation Action
Exhibit"B"--Budget
Exhibit "C" --Construction and Reimbursement Schedule
Exhibit"D"—Audit Requirements—Not Applicable
Exhibit"E"—Loan Documents
Exhibit"F"—Reimbursement Forms
Exhibit"G"—Project Compliance Report: Rental Housing
Exhibit"H"--Federal Labor Standards Provisions—Davis-Bacon Requirements—Not
Applicable
Exhibit"I"—Section 3 Reporting Forms
Exhibit "J"—Standards for Complete Documentation
Exhibit"K" -MBE Reporting Form
HOME DEVELOPER RENTAL CONTRACT Rev. 10/20/2016
The Broadmoor at Western Hills Ltd. List of Exhibits Page
EXHIBIT "A"
PROJECT SUMMARY
THE BROADMOOR AT WESTERN HILLS LTD.
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use HOME Funds for a portion of the costs to develop the Broadmoor Apartments,
a mixed income multifamily complex on approximately 27.295 acres. The project will have 12
residential buildings which will consist of up to 324 units including 12 one-bedroom units, 1.68
two-bedroom units, 128 three-bedroom units, and 16 four-bedroom units. There will also be a
community clubhouse which will include business, fitness, laundry, and mail facilities. The
complex will also include amenities such as a swimming pool, play-ground, dog park, and
controlled site access. The project will contain 15 market rate units.
Developer will be entitled to make Reimbursement Requests until 30 days after the Completion
Deadline.
In consideration for the HOME Funds, Developer agrees to provide the following information and
meet the following requirements:
• Designate 24 Accessible Units in accordance with Section 544 requirements and the terms
of the Contract. Accessible Units shall be marketed in accordance with Section 7.7 of the
Contract.
■ Designate 7 floating HOME Units in the project. Of these 7 HOME Units, 5 will be High
HOME Units and 2 will be Low HOME Units. HOME Rents will be charged in accordance
with the rents set forth in Exhibit"A-1"—HUD Rent Limits,published annually by HUD,
and shall not exceed the High HOME Rent.
■ Submit Exhibit "G" - Project Compliance Report: Rental Housing regarding the
household income, size, race, ethnicity, gender of head of household, disability status, and
rental assistance type for the initial tenant of the first HOME Unit to be leased. CITY WILL
WITHHOLD $50,000 OF THE HOME FUNDS UNTIL CITY VERIFIES THAT AT
LEAST 1 HOME UNIT IS LEASED TO A HOME ELIGIBLE HOUSEHOLD.
• If the 7 HOME Units do not qualify as affordable rental housing immediately upon lease-
up or at any time during the Affordability Period, the City may invoke any remedies
provided in the Contract or the Loan Documents.
• Submit a copy of its annual audit and annual reports to TDHCA to City throughout the
Affordability Period.
SPECIFIC PURPOSE:
The specific purpose of this project is to increase the availability of quality, accessible, affordable
housing for low and moderate income City residents in west Fort Worth.
PROJECT OBJECTIVES:
The project will provide 309 housing units affordable to households earning less than 80% of
AMI, of which 7 will be designated as HOME-assisted units. There will be 15 market rate units
in the project.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 1
The Broadmoor at Western Hills Ltd. --Broadmoor Apartments Rev. 10.20.2016
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EXHIBIT "A-2"
ENVIRONMENTAL MITIGATION ACTION
THE BROADMOOR AT WESTERN HILLS LTD.
HOME Funds may be reimbursed for exempt activities; however,HOME funds will not be paid, and costs
cannot be incurred, until City has conducted and completed an environmental review of the proposed
project site as required under 24 CFR Part 58. The environmental review may result in a decision to
proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds
to physical or choice limiting actions,including property acquisition,demolition,movement,rehabilitation,
conversion, repair or construction until satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
Special conditions,procedures,and requirements identified for the project may include and are not limited
to mitigation of any adverse effects identified by the environmental review process. The special conditions,
procedures, and requirements may differ and are subject to approval by City and HUD.
Environmental Mitigations are as follows:
Lazy, Authority, or Factor Mitigation Measure
Noise Improved Building Envelope
The outdoor-indoor noise reduction (NR) provided by the
proposed building shell exterior walls and glazing (including
walls,doors. and windo-vies)was evaluated with respect to noise
mitigation that vi-ould reduce expected interior noise levels to
within the "Acceptable" range. achieving DNL 45 indoors.
With implementation of recorrunended measures for Building
Shell Constniction provided in the lull report, the project
would achieve HUD criteria and Fort kVorth IBC criteria
(45dBA. re L 1215.1) for acceptable interior noise exposure.
See JEAcoustics Eloise Assessment and Mitigation Report for
details.
Wetlands Wetland Banking
Plans to mitigate at 3 times the area of the affected wetlands
were established to minin ize the potential adverse impacts. A
contract is in place with the Big �N,"oods on the Trinity
Mitigation Bank for 0.7 credits.
City will provide Developer the executed environmental review record and certifications. Developer agrees
to abide by the special conditions, procedures, and requirements of the executed environmental review
certification approved by HUD.
HOME DEVELOPER RENTAL CONTRACT--EXHIBITS Page 3
The Broadmoor at Western Hills Ltd. —Broadmoor Apartments Rev. 10.20.2016
EXHIBIT "B"
BUDGET
THE BROADMOOR AT WESTERN HILLS LTD.
SOURCES AND USES
Development Names Broadmoor Apartments
Priority Construction Loan Stage Permanent Loan
Source# Funding Description of Lien Amt_ Stage Amount Financing Partici ants
NaviStone Partners,
I Construction Loan 1st $26,750,000 LLC
Conventional
2 Loan/FMAC 1 st $26,750,000 7LL Inc.
Housing Tax Credit
3 Syndication Proceeds $5,915,080 $16,963,613 U.S.Bancorp CDC
4 HOME
5 Bridge Loan 2nd $8,549,530 Bank of America
6 Mortgage Revenue Bonds
Historic Tax Credit
7 Syndication Proceeds
8 USDA/TXRD Loan(s)
Other Federal Loan or
9 Grant
10 Other State Loan or Grant
Local Government Loan
I 1 (HOME) 3rd $559,481 $559,481 City of Fort Worth
12 Private Loan
13 Cash Equity
In-Kind Equity/Deferred
14 Developer Fee $2,504,123
15 Operating Reserves
TOTAL
SOURCES
OF
FUNDS $41,774,091,080 $46,777,217
TOTAL
USES OF
FUNDS $46,777,217
HOME Funds Budget
Land Acquisition and/or Pre-Development Soft Costs $0,00*
Construction Hard Costs $509,481*
Holdback** $50,000*
TOTAL $559,481
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change.
** City will hold back$50,400.00 of the HOME Funds until City verifies that the first HOME Unit is leased to
a HOME Eligible Household as well as the other requirements in Exhibit"C" - Construction and
Reimbursement Schedule.
NOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 4
The Broadmoor at Western Hills Ltd. --Broadmoor Apartments Rev. 10.20.2016
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
THE BROADMOOR AT WESTERN HILLS LTD.
Activity HOME Funds
PHASE I Land Acquisition
ACTIVITIES: $0.00*
Predevelopment Soft Costs
PHASE I
COMPLETE
by: December 31, First Payment** $0.00*
2016
AHASE 11 S: Construction Hard Costs $250,000.00*
CTIVPrior to Reimbursement in Phase II, Developer must
PHASE II submit the contractor/subcontractor/vendor searches
COMPLETE by: under the Federal System for Award Management
March 31,2017 (www.sam.gov).
Second Payment** (approx.25% complete)*** $250,000.00*
PHASE III Construction Hard Costs $259,481.00*
ACTIVIITES:
Prior to Reimbursement in Phase III, Developer must
PHASE III submit the contractorlsubcontractorlvendor searches
COMPLETED by: under the Federal System for Award Management
March 31,2418 (www.sam.gov).
Third Payment** (approx. 75% complete)*** $259,451.00'2
PHASE IV Initial Lease-up of HOME Units
ACTIVITIES:
PHASE IV Prior to Reimbursement in Phase IV, the following
COMPLETED items must be submitted:
by: August 31,2018 1. Rent Schedule for HOME Units. See Section
7.5
2. Tenant Selection Policy. See Section 7.6
3. Affirmative Marketing Plan. See Section 7.7
Prior to Reimbursement for Final Payment,Exhibit
"G"- Project Compliance Report: Rental Housing
must be submitted to City.
Final Payment** (Lease-Up of HOME Unit)*** $50,000.00*
TOTAL 5559,481.00
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to
change.
**Developer must submit Complete Documentation with Reimbursement Request to City within 60 days
from each of the abovementioned deadlines in order to be reimbursed. Failure to timely submit
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 5
The Broadmoor at Western Hills Ltd. —Broadmoor Apartments Rev. I0.20.2016
Reimbursement Requests and Complete Documentation along with any required reports shall be an
event of default.
***If milestone is reached before the Phase completion date, reimbursement will be made when the
milestone percentage is reached and the City is provided all required documentation.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 6
The Broadmoor at Western Hills Ltd. —Broadmoor Apartments Rev. 10.20.2016
EXHIBIT "D"
AUDIT REQUIREMENTS
THE BROADMOOR AT WESTERN HILLS LTD.
NOT APPLICABLE
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 7
The Broadmoor at Western Hills Ltd. —Broadmoor Apartments Rev. 10.20.2016
EXHIBIT "E"
LOAN DOCUMENTS
THE 13ROADMOOR AT WESTERN HILLS LTD.
HOME DEVELOPER RENTAL CONTRACT---EXHIBITS Page S
The Broadmoor at Western Hills Ltd. —Broadmoor Apartments Rev. 10.20.2016
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST
IN REAL PROPERTY BEFORE�ECURITY NUMBER DIS FILED FOR R YOUR DRIIN THE VER'S
BLIC
RECORDS: YOUR SOCIAL
LICENSE NUMBER.
Leasehold Deed of Trust
Security Agreement - Financing Statement
HOME Funds
Terms
Date: November 1,2016
Grantor: The Broadmoor at Western Hills Ltd.,-.a Texas limited partnership
Grantor's Mailing Address:
The Broadmoor at Western Hills Ltd.
CIO Fort Worth.Housing Finance Corporation
1000 Thrackmorton.
Fort Worth, TX 76102
Tarrant County
With a copy to:.
NRP Group LLC
111 Soledad, Suite 1220
San Antonio,Texas 78205..
Attention: Debra Guerirero -;
With a copy to:
U.S. Bancorp Community Development Corporation
1307 Washington Avenue, Suite 300
Mail Code: SL MO RMCD
St. Louis,MO 63103
Attention: Director of LIHTC Asset Management
With a copy to:
Kutak Rock LLP
1650 Farnam Street
Omaha,NE 68102
Attention: Jill Goldstein,Esq.
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LEASEHOLD DEED OF TRUST—HOME FUNDS Rev. 1p_2PaPaI
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Trustee: Vicki S. Ganske or Leann D. Guzman
Trustee's Mailing Address:
The City Attorney's Office
The City of Fort Worth
1000 Throckmorton St.
Fort Worth TX 76102
Tarrant County
Lender: City of Fort Worth, a Texas municipal corporation
Lender's Mailing Address:
City of Fort Worth Neighborhood Services Department
Attn: Assistant Director
1400 Throckmorton Street
Fort Worth,Texas 76102
Tarrant County
Loan Authority:
The loan evidenced by the Note(the"Loan")and secured by this Leasehold Deed of
Trust Security Agreement—Financing Statement("Deed of Trust")is being made
pursuant to the HOME Investment Partnerships Program authorized under Title 11 of
the Cranston-Gonzales National Affordable Housing Act of 1990, as amended, 42
USC 12701 et seq.(the"HOME Program")and the HOME Investment Partnership
Program . Final Rule, as amended, 24"% CFR Part 92 et seq. (the "HOME
Regulations") with HOME funds for. the development of the Broadmoor
Apartments,a mixed income multifamily complex located in Fort Worth Texas(the
``project"), all as more particularly described in a HOME Contract, City Secretary
Contract No. 48303between Grantor and Lender for the Loan (the "HOME
Contract").
Obligations
Note
Date: NN6'v&nber 1,2016
Original principal amount: $559,481.00
Borrower: The Broadmoor at Western Hills Ltd.
Lender: City of Fort Worth
Maturity Date: Expiration of the 20 year Affordability Period
described in the HOME Contract and Section F below
Terms of Payment: As provided in the Note
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In addition,Obligations shall include compliance by Grantor with the requirements of
the HOME Program for the 20 year Affordability Period more particularly described
in Section F. below.
Property (including any improvements): Tenant's Leasehold Estate.
Lease
Date: November 1,2016
Landlord: Fort Worth Housing Finance Corporation
Tenant: Grantor
Premises: Abstract
Being a tract of land situation in the Hays Covington Survey,
No. 256,City of Fort Worth,Tarrant County,Texas and being part of
that certain tract of land as described as Tract Seventeen II by deed to
Land Rover, LTD., recorded in Volume 9806, Page 1448, Deed
Records,Tarrant County,Texas,said tract of land as more particularly
described by metes and bounds in-the attached Exhibit "A",
incorporated herein by reference for all purposes.
Leasehold Estate:
All of Tenant's rights under the Ground Lease dated November 1_,
2016 executed by and between Fort Worth: Housing Finance
Corporation, Landlord, and The Broadmoor at Western Hills Ltd.,
Tenant.
Together with the following personal property to the extent owned by Grantor:
All fixtures, supplies, building materials, and other goods of every
nature now or hereafter located,used,or intended to be located or used on the
Property;
All plans and specifications for development of or construction of
improvements on the Property;
All contracts and subcontracts relating to the construction of
improvements on the Property;
All accounts, contract rights, instruments, documents, general
intangibles, and chattel paper arising from or by 'virtue of any transactions
relating to the Property;
All permits, licenses, franchises, certificates, and other rights and
privileges obtained in connection with the Property;
All proceeds payable or to be payable under each policy of insurance
relating to the Property; and
All products and proceeds of the foregoing.
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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 Leasehold Estate and all the other
Property described above, Grantor also grants to Lender a security interest in all of
the above-described personal property pursuant to and to the extent permitted by the
Texas Uniform Commercial Code.
Prior Liens:
The lien created by this Deed of Trust is.and shall be subject and subordinate in all
respects to the liens, terms, covenants and conditions of: (i) the Multifamily Deed of
Trust,Assignment of Rents,Security Agreement and Fixture Filing securing that certain
Multifamily Note dated November 1, 2016 made by Grantor and payable to Tarrant
County Housing Finance Corporation("Tarrant County HFC'}as assigned by Tarrant
County HFC to Amegy Sank,a Division of ZB,National Association,as Fiscal Agent;
and (ii) the Leasehold Deed of Trust, Assignment; Security Agreement and Fixture
Filing, with Joinder of Fee Owner securing the obligations of Grantor to Bank of
America, N.A. (the "Bank", and together with Tarrant County HFC , the "Senior
Lenders") (the"Senior Indebtedness"),to the extent and in the manner provided in
certain Subordination Agreements dated November 1,2016 among the Senior Lenders,
as senior lenders, the. Lender, as subordinate lender, and the Grantor (the
"Subordination Agreements"}. This Deed of Trust is and shall be subject and
subordinate in all.respects_to the liens, terms, covenants and conditions of the loan
documents evidencing the Senior Indebtedness("Senior Loan Documents")as more
fully set forth in the Subordination Agreements. The rights and remedies of Lender and
each subsequent assignee of the lien under this Deed of Trust are subject to the
restrictions and limitations set forth in the Subordination Agreements.
Subject to the terms of the Subozdination Agreements and to waiver, notice, grace
and cure period,if any,provided in the Senior Loan Documents,if default occurs in
payment of any part of principal or interest of the Senior Indebtedness, or in
observance of any covenants of the Senior Loan Documents,the entire debt secured
by this Deed of Trust will immediately become payable at the option of Lender to the
extent permitted by the Subordination Agreements.
Other Exceptions to Conveyance and Warranty:
The Permitted Exceptions set forth on Exhibit"B"attached hereto and incorporated
herein for all purposes,to the extent that they relate to the Leasehold Estate.
For value received and to secure performance ofthe 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
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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.
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1 Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
t. perform all of Tenant's obligations under the Lease and deliver,on Lender's
written request, satisfactory evidence of timely payment of all rents and other charges due
under the Lease;
Z. enforce Landlord's obligations under the Lease;
3. within 10 business days after receipt,deliver a copy of each notice received by
Grantor from Landlord to Lender;
4. timely exercise each option to extend the term of the Lease as long as the
Obligations remain unpaid or otherwise outstanding and concurrently deliver to Lender a
copy of the notice doing so. If Grantor does not exercise an option to extend the term of the
Lease,Lender may,at its option,exercise the option on behalf of Grantor.Grantor appoints
Lender its attorney-in-fact to execute and deliver all instruments necessary to extend the term
of the Lease or to exercise any.other rights,powers,or privileges under the Lease in the event
Grantor fails to do so;this power,being coupled with an interest,is irrevocable as long as the
Obligations remain unpaid or are otherwise outstanding;
5. use commercially reasonable efforts to deliver to Lender,within 20 days after
written request by Lender, au estoppel certificate from Landlord setting forth(a) that the
Lease has not been modified or; if it has been modified, the date of each modification
(together with copies of each modif cation), (b)the date to which all rent has been paid by
Tenant under the Lease, and (c) whether there are any defaults of Tenant under the Lease
and, if there are, setting forth the nature of the default(s) in reasonable detail;
6. execute and deliver on the request of Lender any instruments required to
permit Lender to cure any default under the Lease or preserve the interest of Lender in the
Leasehold Estate;
7. 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;
S. obey all laws,ordinances,and restrictive covenants applicable to the Property;
9. 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
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10. notify Lender 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 or will be grounds for terminating the Lease; or
2. consent, without Lender's prior written consent, to (a) any waiver,
cancellation, or amendment of any provision of the Lease or (b) the subordination of the
Lease to any mortgage of the fee interest of Landlord in the Premises.
Grantor represents that-
1. the Lease is enforceable;
2. except as set forth above, there are no amendments to the Lease; and
3. Grantor is not in default under the Lease. arid, to the best of Grantor's
knowledge, Landlord is not in default under the Lease, and no event exists that, with the
passage of time or the giving of notice,or both,would constitute a default under the Lease.
B. Lender's Rights
L 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,subject to
the Subordination Agreement..
3. Notwithstanding the terms of the Note to the contrary,and unless applicable
law prohibits,all payments received by Lender from Grantor with respect to the Obligations
or this Deed of Trust may,at Lender's discretion,be applied first to amounts payable under
this Deed of Trust and then to amounts due and payable to Lender with respect to the
Obligations, to be applied to late charges, principal, or interest in the order Lender in its
discretion determines.
4. If Grantor fails to perform any of Grantor's obligations under this Deed of
Trust,subject to prior written notice and cure period,Lender may perform those obligations
and be reimbursed by Grantor on demand for any amounts so paid, including reasonable
attorney's fees,plus interest on those amounts from the dates of payment at the rate stated in
the Note for matured,unpaid amounts.The amount to be reimbursed will be secured by this
Deed of Trust.
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5. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's obligations under this Deed of Trust and the default continues after any required
notice of the default and the time allowed to cure,Lender may-
a. declare any unpaid principal balance and earned interest on the
Obligations immediately due;
b. 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
C. purchase the Property at any foreclosure sale by offering the highest
bid and then have the bid credited on the Obligations.
Notwithstanding anything to the contrary,if a monetary event of default occurs under
the terms of any ofthe Loan documents, as defined in the HOME Contract,prior to exercising
any remedies Lender shall give Grantor and each of the general and limited partners ofGrantor,
as identified in the Amended and Restated Agreement Limited Partnership Agreement dated
November 1, 2016 (the "Partnership Agreement"), simultaneous written notice of such
default. Grantor and each of the general and limited partners on behalf of Grantor shall have a
period of 15 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 undo Or terms of any-of the Loan documents,prior to
exercising any remedies,Lender shall give Grantor and each of the general and limited partners
of the Grantor,as identified in the Partnership Agreement,simultaneous written notice of such
default. If the default is reasonably capable of being,cured within 30 days,Grantor and each of
the general and limited partners on behalf of Grantor shall have such period to effect a cure
prior to exercise of remedies by Lender under the Loan documents. If the default is such that it
is not reasonably capable of being cured within 30 days,and if Grantor or each of the general
and limited partners on behalf of Grantor(a)initiates corrective action within said period,and
(b) diligently, continually, and in good faith works to effect a cure as soon as possible, then
Grantor or each of the general`.and limited partners on behalf of Grantor shall have such
additional time as is reasonably necessary to cure the default prior to exercise of any remedies
by Lender. In no event.shall.-Lender be precluded from exercising remedies if its security
becomes or is about to become materially jeopardized by any failure to cure a default or the
default is not cured within 180 days after the first notice of default is given.
6. Lender may remedy any default without waiving it and may waive any default
without waiving any prior or subsequent default.
7. If Grantor fails to perform any of its obligations, covenants, or agreements
under the Lease, Lender may do any act it deems reasonably necessary to cure such failure.
During an event of default, Lender may enter the Premises with or without notice and do
anything that Lender reasonably deems necessary or prudent to do.
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8. If Lender elects to make any payments or do any act or thing required to be
paid or done by Grantor as Tenant under the Lease, Lender will be fully subrogated to the
rights of Landlord,and any sums advanced by Lender are a part of the Obligations.
G. 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 1S" 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;
and
d. to Grantor, any balance; and
4. be indemnified, held harmless, and defended by Lender against all costs,
expenses,and liabilities incurred by Trustee for acting in the execution or enforcement of the
trust created by this Deed of Trust, which includes all court and other costs, including
reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken
against Trustee in that capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Trust, Grantor must
immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will
become a tenant at sufferance of the purchaser, subject to an action for forcible detainer.
2. Recitals in any trustee's deed conveying the Property will be presumed to be
true,absent evidence to the contrary.
3. Proceeding under this Deed of Trust,filing suit for foreclosure,or pursuing
any other remedy will not constitute an election of remedies.
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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.
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.
b. Subject to the rights of senior lien holders, 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 therefor, provided that (a) such proceeds are sufficient to keep the
Obligations in balance and rebuild the Property in a manner that provides adequate security to
Lender for repayment or performance of the Obligations or if such proceeds are insufficient
then Grantor shall have funded any deficiency,(b)Lender shall have the right to approve plans
and specifications for any major rebuilding and the right to approve disbursements of insurance
or condemnation proceeds for rebuilding under a construction escrow or similar arrangement,
and(c)no material default then exists under the Loan documents other than attributable to the
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 maturer 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. Subject to the rights of senior lien holders, 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
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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 first to expenses incurred in exercising Lender's rights and
remedies and then to Grantor's obligations with respect to the Obligations and this Deed of
Trust in the order determined by Lender. 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 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
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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 at
reasonable times and inspect it and any personal property in which Lender is granted a
security interest by this Deed of Trust.
IC. Grantor may not sell,transfer,or otherwise dispose of any Property,whether
voluntarily or by operation of law, except for transfer to the landlord, 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 anyother 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 notyet 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.
Lender hereby specifically approves the execution of the (i)proposed Declaration of Land
use Restrictive Covenants ("LURA") which will be executed by Grantor on the form
required by the Texas Department ofHousing and Community Affairs("TDHCA")and(ii)
the Regulatory Agreement and Declaration of Restrictive Covenants ("Regulatory
Agreement"} which will be executed by Grantor on the form required by Tarrant County
HFC. Approval of the LURA shall be reflected by Lender's execution of the form of
Consent and Subordination of Lienholder which is required by the TDHCA.
Grantor may not grant any lien, security interest, or other encumbrance (a
"Subordinate Instrument")covering the Property that is subordinate to the liens created by
this Deed of Trust without the prior written consent of Lender If granted, consent for a
Subordinate Instrument may be conditioned upon the Subordinate Instrument's containing
express covenants to the effect that-
a. the Subordinate Instrument is unconditionally subordinate to this Deed of
Trust;
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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.
Lender acknowledges and agrees that,in the event of a foreclosure of its interest under
this Deed of Trust, the following rule contained in Section 42(h)(6)(E)(ii) of the
Internal Revenue Code (the "Code")shall apply:.
For a period of 3 years from the date of foreclosure, with respect to any unit
that had been regulated by the LURA,(i)none of the eligible tenants Occupying
those units at the time of foreclosure may be evicted or their tenancy terminated
(other than for good cause), and (ii) no rent for said units may be increased
except as otherwise permitted under Section 42 of the Code.
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,(l)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
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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.
Notwithstanding anything to the contrary herein, neither the withdrawal, removal,
replacement, and/or addition of a general partner or Special Limited Partner of the Grantor
pursuant to the terms of the Partnership Agreement,nor the withdrawal,replacement,and/or
addition of any of Grantor's limited partners or its limited partner's general partners or
members, shall constitute a default under any of the Loan documents, and any such actions
shall not accelerate the maturity of the Loan,provided that any required substitute Grantor's
general partner or Special Limited Partner is reasonably acceptable to Lender and is selected
with reasonable promptness. Any substitute general partner or Special_4mited Partner that is
an affiliate of Grantor's limited partner is hereby deemed acceptable.to Lender. Any
amendment to the Partnership Agreement which does not affect the financial terms of the
Partnership Agreement and does not otherwise adversely affect Lender's security.interest in the
Property shall not constitute a default under and of the Loan documents. Further;none of the
actions described in this paragraph will constitute a material change in ownership which would
trigger termination of the HOME Contract.
17. Except as permitted in Section 5.5:1.10 of the HOME Contract or otherwise
related to the project,Grantor agrees not to.grant any lien ox security interest in the Property
or to permit any junior encumbrance to be recorded or any claim to otherwise become an
encumbrance against the Property other than the proposed LURA and Regulatory Agreement,
and any other lien or security interest approved in advance by Lender. 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 he 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. 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.
LEASEHOLD DEED OF TRUST--HOME FUNDS Page 14
The Broadmoor at Western Hills Ltd. Rev. 10-20-2016
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. As long as the Obligations remain unpaid or otherwise not performed,unless
Lender otherwise consents in writing,the fee title to the Premises and the Leasehold Estate
will not merge but will always remain separate, notwithstanding a union of the estates.
24. This Deed of Trust does not constitute an assignment of the Lease,and Lender
has no liability or obligation under the Lease by reason of its acceptance of this Deed of
Trust. Lender is liable for the obligations of Tenant arising out of the Lease for only that
period of time after Lender has acquired, by foreclosure or otherwise, and is holding
Grantor's interest in the Leasehold Estate. .<:
25. The term Lender includes any mortgage servicer for Lender.
26. The debt and the performance secured by this Deed of Trust is a nonrecourse
obligation of Borrower. Neither Borrower nor any of its general and limited partners nor any
other party shall have any personal liability for repayment-of the Loan described in the
HOME Contract. The sole recourse of Lender under the Loan documents for repayment of
the Loan or performance ofany of the Obligations shall be the exercise of its right against the
security for payment as def ned.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
of improvements on land, including the acquisition costs of the Leasehold Estate.
2. Grantor agrees to comply with the terms, covenants and conditions of the
HOME Contract which requires the Note and this Deed of Trust. All advances made by
Lender under the HOME 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 HOME
Contract.
3. All amounts disbursed by Lender before completion of the improvements to
protect the security of this Deed of Trust up to the principal amount of the Note will be
treated as disbursements under the HOME 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.
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 15
The Broadmoor at Western Hills Ltd. Rev. 10-20-2016
i
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
HOME 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 HOME 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 HOME
Contract, and has been executed and delivered in accordance with the HOME
Contract. The funds advanced by Lender are HOME funds and the HOME Contract
requires that the 7 residential rental units in the project located on the Property must
qualify and remain affordable rental housing in accordance with the HOME Program
and the HOME Regulations for the 20 year Affordability Period more particularly
defined in the HOME Contract. The Obligations described in the HOME Contract
evidenced by the Note and secured by this Deed of Trust will be in default if the 7
HOME-assisted residential rental units in the project more particularly described in
the HOME Contract do not remain affordable rental housing for the duration of the
Affordability Period, subject to the next available unit rule.
This Deed of Trust has also been executed and delivered pursuant to the terms
of the HOME 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 HOME 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.
THE HOME CONTRACT, THE NOTE AND THIS 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.
[SIGNATURE AND NOTARIZATION FOLLOW]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 16
The Broadmoor at Western Hills Ltd. Rev. 10-20-2416
i
TY
LEASEHOLD DEED OF TRUST—HOME)FUNDS Page 17
The Broadmoor at Western Hills Ltd. Rev. 10-20-2016
1
THE BROADMOOR AT WESTERN HILLS
LTD.,a Texas limited partnership
By: THE BROADMOOR AT WESTERN
HILLS GP LLC, a Texas limited liability
company, its General Partner
By: FORT WORTH HOUSING
FINANCE CORPORATION,a Texas
housing finance corporation, its Sole
Member
By.
Aubrey,Thagard
Assistant General Manager
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on 2016, by
Aubrey Thagard, Assistant Gerieral Manager of the Fort Worth Housing Finance
Corporation., a Texas housing finance corporation, on behalf of said corporation, Sole
Member of The Broadmoor at Western Hills GP LLC, a Texas limited liability company,
General Partner of The Broadmoor at Western Hills Ltd., a Texas limited partnership.
Notary Public, State of Texas
AFTER RECORDING RETURN TO:
City of Fort Worth City Attorney's Office
Attention: Vicki S. Ganske
1000 Throckmorton Street
Fort Worth,Texas 76102
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 18
The Broadmoor at Western Hills Ltd. Rev. 10-20-2016
I
Exhibit"A"
Legal Description
A Leasehold Estate in the following real property:
Y1:5-q
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 19
The Broadmoor at Western Hills Ltd. Rev. I0-20-2016
i
Exhibit"B"
Permitted Encumbrances
1. Terms,conditions and provisions to be contained in the Ground Lease dated
November—,2016 between Fort Worth Housing Finance Corporation,as Landlord,and The
Broadmoor at Western Hills Ltd., as Tenant.
2. Memorandum of Ground Lease dated Nov.embeir 1,2016 by and between Fort
Worth Housing Finance Corporation,as Landlord,and The Broadmoor at Western Hills Ltd.,
to be recorded in the Real Property Records of Tarrant County, Texas.
I Declaration of Land Use Restrictive Covenants by and between The
Broadmoor at Western Hills Ltd.,Texas Department of Housing and Community Affairs,a
public and official agency of the State of Texas, ``' '' and
Bank of America, N.A. to be recorded in the Real Property Records of Tarrant County,
Texas.
4. All deeds of trust,mortgages,assignments,UGC-1 Financing statements and
other loan documents securing the Senior Indebtedness as more particularly described in the
Subordination Agreement
5. Subordination Agreement dated.November 1,'2016 among Amegy Bank, a
division of ZB,National Association,the City of Fort Worth,Texas,and The Broadmoor at
Western Hills Ltd.
>6. Subordination Agreement dated November 1,2016 among Bank of America,
NA,the City of Fort Worth, Texas, and The Broadmoor at Western Hills Ltd.
7. Regulatory Agreement and Declaration of Restrictive Covenants among
Tarrant County Housing finance Corporation, Amegy Bank, a division of ZB, National
Association and The Broadmopr at Western Hills Ltd.
8. Rights of tenants in possession,as tenants only,under any unrecorded leases
or rental agreements.
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 20
The Broadmoor at Westem Hills Ltd. Rev. 10-20-2016
Promissory Note
HOME Funds
Date: November 1, 2416
Borrower: The Broadmoor at Western Hills, Ltd. a Texas limited partnership
Borrower's Mailing Address:
The Broadmoor at Western Hills Ltd.
CIO Fort Worth Housing Finance Corporation
1040 Throckmorton
Fort Worth, Texas 76142 A.
Tarrant CountyF
With a copy to:
NRP Group, LLC ?
111 Soledad Suite 1220 '
San Antonio,Texas 78205
Attention: Debra Guerrero
Lender: City of Fort Worth, a Texas municipal corporation
PIace for Payment
City of Fort Worth Neighborhood Services Department
Attn: Assistant Director
1000 Throckmorton Street
Fort Worth, Tarrant County, Texas 76102, or any other place that Lender may
designate in writing.
Principal Amount: $559,481.00
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to the
HOME Investment Partnerships Program authorized under Title Il 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 for the development of the Broadmoor
Apartments,a mixed income multifamily complex located in Fort Worth,Texas
(the"project").
Annual Interest Rate: The lesser of 1% simple or the Long Term Applicable
Federal Rate ("AFR") on the date hereof, which is 1.95%
PROMISSORY NOTE—HOME FUNDS Page 1
The Broadmoor at Western Hills Ltd. rev. 10.20-2016
1
Final Payment Date:
186 months after the conversion to permanent financing as defined in Borrower's
Amended and Restated Limited Partnership Agreement dated November 1,2016
as may be amended from time to time(the "Partnership Agreement")
Maturity Date:
Termination of the Affordability Period more particularly defined in City
Secretary Contract No. 48303 between Borrower and Lender for the Loan(the
"HOME Contract").
Annual Interest Rate on Matured, Unpaid Amounts: 12%
Terms of Payment:
Payments of the Principal Amount and interest will be based on a 30 year amortization
schedule. The Principal Amount and accrued interest are due and payable in equal annual
installments beginning on 30 days after the date of conversion from the construction loan to the
permanent loan and continuing annually until the Final Payment Date. At that time,the unpaid
principal balance and accrued,unpaid interest will be payable in full. Payments will be applied
first to accrued interest and the remainder to reduction ofthe Principal Amount. Provided
however,payments of Principal Amount and interest are only payable from 50%of rerrraining
Cash Flow as defined in and in accordance with the Partnership Agreement. Principal and
interest to the extent not paid from remaining Cash Flow shall accumulate from year to year
until paid on or before the Maturity Date. Interest will be calculated based on a 360 day per
year factor applied to the actual days on which there exists an unpaid principal balance.
This Note is the Note required in the HOME Contract and has been executed and
delivered in accordance.with that contract.The funds advanced by Lender are HOME funds
and the HOME Contract requires that the 7 residential rental units in the project located on
the Property must qualify and remain affordable rental housing in accordance with the
HOME Program and the HOME Regulations for the 20 year Affordability Period more
particularly defined in the HOME Contract. The obligations described in the HOME
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 the 7
HOME-assisted residential rental units in the project more particularly described in the
HOME Contract do not remain affordable rental housing for the duration of the Affordability
Period,subject to the"next available unit rule"under Internal Revenue Code Section 42(g)
(2) (D). In the event of such default, Lender may invoke any remedies provided in the
HOME Contract or the Leasehold Deed of Trust Security Agreement—Financing Statement
for default.
PROMISSORY NOTE---HOME FUNDS Page 2
The Broadmoor at western Hills Ltd. rev. 10-20-2016
Security for Payment: This Note is secured by a Leasehold Deed of Trust Security
Agreement - Financing Statement dated November 1, 2016 from Borrower to Vicki S.
Ganske,Trustee or Leann Guzman,Trustee(the"Deed of Trust")which covers the personal
property described therein and the following real property:
Being a tract of land situation in the Hays Covington Survey,Abstract No.256,City
of Fort Worth,Tarrant County, Texas and being part of that certain tract of land as
described as Tract Seventeen II by deed to Land Rover.,LTD.,recorded in Volume
9806,Page 1448,Deed Records,Tarrant County,Texas,said tract of land being more
particularly described by metes and bounds in the attached Exhibit"A",incorporated
herein by reference for all purposes.
Other Security for Payment: As set forth in the Contract
Borrower promises to pay to the order of Lender the Principal Amount plus interest.
This Note is payable at the Place for Payment and according to the Terms of Payment. All
unpaid amounts are due by the Loan Maturity Date. After the Loan Maturity Date,Borrower
promises to pay any unpaid principal balance plus interest at the Annual Interest Rate on
Matured,Unpaid Amounts.
If Borrower defaults in the payment of this Note or in the performance of its
obligations under the HOME Contract or the HOME Program.or the HOME Regulations or
in the performance of any obligation in any instrument secuing or collateral to this Note,
Lender may invoke any remedies provided herein or in the Deed of Trust for default. 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 and each of the general and limited
partners of the Borrower, as identified in the Partnership Agreement, simultaneous written
notice of such default. Borrower shall have a period of 15 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 and each of the general and limited partners of the Borrower as identified in the
Partnership Agreement,simultaneous written notice of such default. Ifthe default is reasonably
capable of being cured withiri 30 days,Borrower shall have such period to effect a cure prior to
exercise of remedies by Lender under the Loan documents. If the default is such that it is not
reasonably capable of being cured within 30 days,and if Borrower(a)initiates corrective action
within said period, and(b) diligently,continually, and in good faith works to effect a cure as
soon as possible,then Borrower shall have such additional time as is reasonably necessary to
cure the default prior to exercise of any remedies by Lender. In no event shall Lender be
precluded from exercising remedies if its security becomes or is about to become materially
jeopardized by any failure to cure a default or the default is not cured within 180 days after the
first notice of default is given. If the default is not cured after notice within the time periods
stated above, Borrower and each surety, endorser, and guarantor waive all demand for
PROMISSORY NOTE—HOME FUNDS Page 3
The Broadmoor at western Hills Ltd. rev. 10-20-2016
1 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.
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 default 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. -
Borrower may prepay this Note in any amount at any time before the Maturity Date
without penalty or premium./,
When the context requires, singular nouns and pronouns include the plural.
The indebtedness evidenced by this Note is and shall be subordinate in right of payment
to the prior payment in full of the indebtedness to be hereafter evidenced by(i) a Multifamily
Note made by Borrower and payable to Tarrant County Housing Finance Corporation("Tarrant
County HFC ") as assigned by Tarrant County HFC to Amegy Bank, a Division of ZB,
National Association,as Fiscal Agent, and(ii)a Promissory Note made by Borrower to Bank of
America,N.A. (the"Bank")(together,the"Senior Indebtedness")(Tarrant County HFC and
the Bank together, the "Senior Lenders") as more particularly described in certain
Subordination Agreements dated November 1,2016 among the Senior Lenders,Borrower and
Lender(the "Subordination Agreements"),to the extent and in the manner provided in the
Subordination Agreements. The Deed of Trust securing this Note is and shall be subject and
subordinate in all respects to the liens, terms, covenants and conditions of the documents
evidencing the Senior Indebtedness(the"Senior Loan Documents")as more fully set forth in
the Subordination Agreements. The rights and remedies of the payee and each subsequent
holder of this Note under the Deed of Trust securing this Note are subject to the restrictions and
limitations set forth in the Subordination Agreements. Each subsequent holder of this Note shall
be deemed, by virtue of such holder's acquisition of the Note, to have agreed to perform and
PROMISSORY NOTE—HOME 1F UNDS Paye 4
The Broadmoor at Westem Bills Ltd. rev. 10-20-2016
observe all of the terms, covenants and conditions to be performed or observed by the
Subordinate Lender under the Subordination Agreements.
Subject to the terms of the Subordination Agreements and any cure periods provided
in the Senior Loan Documents, if there is a default in payment of any part of principal or
interest of the Senior Indebtedness or a breach of any covenants contained in the Senior Loan
Documents,the debt evidenced by this Note will immediately become payable at the option
of Lender. If Borrower fails to perform any of Borrower's obligations in the Senior Loan
Documents, and to the extent allowed by the Subordination Agreements, Lender may
perform those obligations and be reimbursed by Borrower, on demand, at the Place for
Payment for any amounts advanced,including attorney's fees,plus interest on those amounts
from the date of payment at the Annual Interest Rate on Matured, Unpaid Amounts. The
amount to be reimbursed will be secured by all instruments securing this Note.
If any installment becomes overdue for more than 15 days, at Lender's option a late
payment charge of 5%of the amount then due may be charged in order to defray the expense
of handling the delinquent payment.
A default exists under this Note if(1)(a)Borrower or(b)any other person liable on
any part of this Note (an "Other Obligated Party") fails to timely pay or perform any
obligation or covenant in any written agreement between Lender and Borrower or such Other
Obligated Party; (2) any warranty, covenant, or representation in this Note or in any other
written agreement between Lender and Borrower or any Other Obligated Party is materially
false when made;(3)a receiver is appointed for Borrower,any Other Obligated Party,or any
property on which a lien or security interest is created as security(the"Collateral Security")
for any part of this Note; (4)any Collateral Security is assigned for the benefit of creditors
other than the holder(s),of the Senior Note; (5) a bankruptcy or insolvency proceeding is
commenced by Borrower or an Other Obligated Party; (6) (a) a bankruptcy or insolvency
proceeding_ is commenced against Borrower or an Other Obligated Party and (b) the
proceeding continues without-dismissal for 90 days,the party against whom the proceeding is
commenced admits the material allegations of the petition against it,or an order for relief is
entered; (7) any of.the following parties is dissolved, begins to wind up its affairs, is
authorized to dissolve or wind up its affairs by its governing body or persons,or any event
occurs or condition exists that permits the dissolution or winding up of the affairs of any of
the following parties: (i)Borrower, or(ii)an Other Obligated Party; and (8) any Collateral
Security is materially impaired by loss, theft, damage, levy and execution, issuance of an
official writ or order of seizure,or destruction,unless it is promptly replaced with insurance
proceeds, collateral security of like kind and quality or restored to its former condition.
The execution and delivery of this Note are required under the Contract.
If any provision of this Note conflicts with any provision of the HOME Contract,the
Deed of Trust, the Leasehold Deed of Trust or any other document evidencing the same
PROMISSORY NOTE—HOME FUNDS Page 5
The Broadmoor at Western Hills Ltd. rev. 10-20-2016
transaction between Lender and Borrower,the provisions of the HOME Contract will govern
to the extent of the conflict.
This Note will be construed under the laws of the state of Texas without regard to
choice-of-law rules of any jurisdiction.
This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any of its
general and limited partners nor any other party shall have any personal liability for
repayment of the Loan described in the HOME Contract. The sale recourse of Lender under
the Loan documents for repayment of the Loan shall be the exercise of its rights against the
Security for Payment.
[Signature page follows]
PROMISSORY NOTE—HOME FUNDS Page 6
The Broadmoor at Western Hills Ltd. rev. 14-20-2016
i
THE HOME CONTRACT, 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.
THE BROADMOOR AT WESTERN HILLS
LTD., a Texas limited partnership
By: THE BROADMOOR AT WESTERN
HILLS GP LLC, a Texas limited liability
company, its General Partner
By: FORT WORTH HOUSING FINANCE
CORPORATION, a Texas housing
finance corporation, its Sole Member
By:
Aubrey Thagard
Assistant General Manager
PROMISSORY NOTE—HOME FUNDS Page 7
The Broadmoor at Western Hills Ltd. rev. 10-20-2016
i
EXHIBIT "A"
LEGAL DESCRIPTION
A�
PROMISSORY NOTE--HOME FUNDS Page 8
The Broadmoor at Western Hills Ltd. rev. 10-20-2016
EXHIBIT "F"
REIMBURSEMENT FORMS
THE BROADMOOR AT WESTERN HILLS LTD.
HOME DEVELOPER RENTAL CONTRACT--EXHIBITS Page 9
The Broadmoor at Western Hills Ltd. --Broadmoor Apartments Rev. 1.0.20.2016
Attachment I
INVOICE
Developer: The Broadmoor at Western Hills Ltd.
Address:
City,state,Zip:
Project: Broadmoor Apartments
Tax ID Number
Amount
This Invoice Cumulative to Date
Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and
conditions of the contract between City and Agency. By signing this invoice,I certify that to the best of my
knowledge and belief the data included in this report is true and accurate. It is acknowledged that the
provision of false information could leave the certifying official subject to the penalties of federal,state,and
local law.
Original Signature and Date:
Name:
Title:
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 10
The Broadmoor at Western Hills Ltd. —Broadmoor Apartments Rev. 10.20.2015
Attachment 11
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Developer: The Broadmoor at Western Hills Ltd.
Project: Broadmoor Apartments
Line No. Date Check No. Payee or Beneficiary* Description* Amount
1
2
3
4
5
6
7
9
10
I1
12
13
14
15
16
17
1$
19
20
21
22
23
24
25
26
27
28
29
30
Total
*,Payroll must identify employee, Rent must identify tenant. Other payments should identify individuals,if
applicable.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 11
The Broadmoor at Western Hills Ltd. —Broadmoor Apartments Rev. 10.20.201.6
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EXHIBIT "H"
FEDERAL LABOR STANDARD PROVISIONS -DAVIS-BACON REQUIREMENTS
THE BROADMOOR AT WESTERN HILLS LTD.
NOT APPLICABLE
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 13
The Broadmoor at Western Hills Ltd. —Broadmoor Apartments Rev. 10.20.2016
EXHIBIT "I"
SECTION 3 REPORTING FORMS
THE BROADMOOR AT WESTERN HILLS LTD.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 14
The Broadmoor at Western Hills Ltd. —Broadmoor Apartments Rev. 10.20.2016
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HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 15
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HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 16
The Broadmoor at Western Hills Ltd. —Broadmoor Apartments Rev. 10.20.2416
HOME DEVELOPER RENTAL CONTRACT--EXHIBITS Page 17
The Broadmoor at Western Hills Ltd. —Broadmoor Apartments Rev. 10.20.2016
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HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 1S
The Broadmoor at Western Hills Ltd. —Broadmoor Apartments Rev. 10.20.2016
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
THE BROADMOOR AT WESTERN HILLS LTD.
FORTWORTH,:,
Standards of DOCU nientation for Reimbursement of DeveIo meat Costs
Cost Type Documentation Standard
Acquisition of Vacant Lots a Notice to Seller(date must be on or before the date of options agreomeent
or sales contract and signed by the buyer and seller)
• Recorded Deed of Trust
« Purchase Agreementw/Required HUD language
Blaster Settlement Statement
Appraisal or other document used to determine purchase price
• Proof of Payment j bank stat ementfcanceFed check
Soft Costs(Architect,Engineer, • Invoice
Landscaping,Surveys,Appraisals, - Invoice should include:
Environmental,Legal Fees,Other date;
Consultants,Etc.) company's letterhead;
address for which service is provided;
description of service(s)and item(s),
amount for itemized serrates;and
total amount
• Proof of Payment lie.bank statement or cancelled check}
• If applicable,fully executed contract/service agreements and appIcable
amendments
- Provide printout from.vw.v.sam.gov verif0rg
contractor/subcontractor is not listed on the debarred and
suspension list
« if onby a portion is being paid with City funds,then show calcv¢ation and
documentation of how assts are allocated.
MMMI
Neighborhood Services
FINAL as of 4/24;201.3 Page 1
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 19
The Broadmoor at Western Hills Ltd. —Broadmoor Apartments Rev. 10.20.2016
FORT WORTH,,.
Standards of Documentation for Reimbursement of Development Costs
Construction Costs(Contractors& Invoice
Subcontractors) - Invoice should include:
d ate;
company's letterhead;
address for which service i;providedi
description of service(s)and item(s};
amount for itemized services;and
total amount
• Proof of Payment(i.e.bank statement or cancelled check]
• Timesheet{s)Signed by Employee and Supervisor
- Activity 5heet(s)Signed by Employee and Supervisor
Pay Period Dates Should be Reflected
• Copy of applicable inspection report(s)conducted by HED lrspector
Copy of executed agreements
- Provide printout from wy%?%v.sam. ev verifying
contractor/subcontractoris not listed un the debarred and
suspension list
• If only a portion is being paid with City funds,then.show calculation and
documentation of how costs are altocated.
For retainage for the prinie contractor,lienwaivers for the prime and all
sti contractors.
Materials Purchased by Developer Invoice
- Invoice should include:
date;
company's letterhead;
address where material will be used;
description of service(s)and itesn(s);
cost by quantity;and
total amount
• Proof of Payment(i-e.bank statement or cancelled check)
Neighborhood Sen-ites
FIN.0 as of 412412013 Page 2
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 2Q
The Broadmoor at Western Hills Ltd. --Broadmoor Apartments Rev. 10.20.2016
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official sd[r.of this City of Cort Worth,Texas
CITY COUNCIL AGENDA FoRTWoRm
COUNCIL ACTION: Approved on 6/1412016
DATE: 6/14/2016 REFERENCEG-18760LOG 19ADOPT NOFA RECOMMENDATIONS
NO.: NAME: —
CODE: G TYPE: NON- PUBLIC YES
CONSENT HEARING:
SUBJECT: Adopt Funding Recommendations and Authorize Change in Use and Expenditure in the
Amount of$2,300,000.00 in Community Development Block Grant Funds and $836,556.00
in HOME Investment Partnerships Program Grant Funds,Authorize Execution of Related
Contracts, Authorize Amendment to City Secretary Contract No. 42289, Authorize
Substantial Amendments to the City's 2010-11, 2011-2012, 2412-13, 2013-14, 2014-15
and 2015-16 Action Plans and Authorize Substitution of Funding Years (COUNCIL
DISTRICTS 2, 3, 4, 5, 8 and 9)
RECOMMENDATION:
It is recommended that the City Council;
1. Authorize substantial amendments to the City's 2010-11, 2011-2012, 2012-13, 2013-14, 2014-15 and
2015-16 Action Plans;
2, Authorize the City Manager or his designee to substitute funding years in order to meet United States
Department of Housing and Urban Development commitment, disbursement and expenditure deadlines;
3. Adopt the funding recommendations from the Community Development Council in Tables 1 through 4
below;
4. Authorize the change in use and expenditure of$2,300,000.00 in prior and current years Community
Development Block Grant funds and $836,556.00 in prior and current years HOME Investment
Partnerships Program grant funds to the entities for the projects listed in the tables below;
5. Authorize the City Manager or his designee to execute contracts with the entities for the identified
projects on the terms and conditions listed in Tables 2 and 3 below,
6. Authorize the City Manager or his designee to amend the contracts if necessary to achieve project
goals provided that the amendment is within the scope of the project and in compliance with City policies
and applicable laws and regulations governing the use of federal grant funds; and
7. Authorize the City Manager or his designee to execute an amendment to City Secretary Contract No.
42289 for the project identified in Table 4 to increase the amount by $277,075.00 for a total contract
amount of$1,606,601,51,
DISCUSSION:
On March 7, 2416, the Neighborhood Services Department issued a Notice of Funding Availability
(NOFA)for available prior and current years Community Development Bloch Grant (CDBG)funds and
HOME Investment Partnerships Program grant (HOME)funds from the United States Department of
Housing and Urban Development(HUD) for eligible projects throughout the City. The purpose of the
NOFA was to integrate the use of federal grant funds with existing City priorities in order to maximize
positive and visible outcomes for neighborhoods, align planning for the use of federal grant funds with
the City's corporate decision-making processes for capital funding and identify and rank potential
projects for both current and future years. A total of 31 proposals in response to the NOFA were
received from City departments, nonprofit ageneses and affordable housing developers.
http://apps2,cfwnet.org/counciI—PackeVrna review.esp?ID=22406&councildate=611912016 114
712&2016 M&C Review
Staff developed recommendations for allocations of the CDBG and HOME funds and presented them to
the Community Development Council(CDC)on April 27, 2016. The CDC adopted the
recommendations and Staff presented them to the Housing and Neighborhood Services Committee on
May 3, 2016 and to the City Council at the Pre-Council meeting on May 10, 2016.
Summaries of the CDC's recommendations for CDBG funds from the NOFA are provided in Tables
land 2 below. Summaries of the recommendations for HOME funds from the NOFA are provided in
Tables 3 and 4 below.
TABLE 1
City Department CDBG Projects; Amount
Lake Como art 5ldewa€l s Project Phase 1, installation of new sidewalks around the park $650,000.00
perimeter to improve recreational and accessibility opportunities. This projectwill be coordinated
by the Planning and Development Department in conjunction with other City departments.
COUNCIL DISTRICT 3; Mapsco 75J and 75N
Priority Repair Program: Increase in funding for the City's Priority Repair Program(PRP)which $250,000.00
provides up to$5,004.00 to low income households per year for urgently needed home repairs
such as water heater replacement,sewer and water line repair or replacement,heating and air
conditioning system repair or replacement,and urgently needed electrical system or roof
repairs. This funding will allow the PRP to serve an estimated 70 additional households. This
program is implemented by the Neighborhood Services Department.
ALL COUNCIL DISTRICTS
Architectural Barrier Removal and ADA Accessibility Improvements at City Facilities: These $850,000.00
improvements will consist of ADA-compliant accessibility improvements to bathrooms,entry ways,
parking lots and other improvements to benefit elderly and disabled City residents at the following
City facilities: Worth Heights Neighborhood Center,3551 New York Avenue,75710;Northside
Ne€ghborhood Center,1100 N,W.I 81 Street,76106;North Tri-Ethnic Neighborhood Center,
2950 Roosevelt Avenue,76106;Central Library,500 West Third Street,76102;East ReglonaI
Library,6301 Bridge Street,76112;and Southwest Regional Library,4001 library Lane,
76109. This project will be implemented by the Property Management Department.
COUNCIL DISTRICTS 2,3,4 and 9;Mapsco 62A,91 B,89F,62J,62Zand 65Z
TABLE 2
CDBG Projects: Amount
Fork Worth Area Habitat for Humanity,Inc.dlbla Trinity Habitat for Humanity"Preserve a $250,000.00
Home"Repa€r Program: Repair assistance for approximately 25 low and moderate Income
homeowners for exterior home repairs,such as siding,painting,roofs,doors,windows or other
Improvements,to promote neighborhood revitalization in the Como neighborhood. This program
will be implemented by Trinity Habitat for Humanity.
COUNCIL DISTRICT 3,Mapsco 74M,74 R,74V,75J,75N,75P,75S and 75T
erms:
1. One year contract term beginning on the date of execution;and
2. Extend or renew the contract for up to one additional year if the agency requests an extension
nd such extension is necessary for the completion of the project.
The Presbyterian Night Shelter of Tarrant County(PNS)for the Rehabilitation of Loudon $300,000.00
Schutts Emergency Shelter for Single Homeless Women: Improvements to the shelter located
at 2401 Cypress Street will include repairs or replacements for the roof,siding,security lighting
and fencing,as well as for bathrooms,walls,insulation,flooring and the installation,fighting and
other items needed to make the building safe and secure. This project will be implemented by
PNS and will serve the City's homeless population.
COUNCIL DISTRICT 8;Mapsco 77G
Terms:
1. One year contract term beginning on the date of execution;and
Extend or renew the contract for up to one additional year if the agency requests an extension
and such extension is necessary for the completion of the project,
TABLE 3
htipJ/apps2.c€wnet.orglcouncil—PackeVmc ravlaw.asp?Ia-224m&councifdate=611412016 2J4
7/20016 M&C Review
+ HOME Project: I Amount
The Broadmoor at Western Hills,Ltd.:Gap financing to support new construction of the $559,481.00
Broadmoor at Western Hills Apartments,approximately 324 units of affordable and market rate
rental housing to be located at the 2800-2900 blocks of Broadmoor Drive near Calmont Avenue.
This project will be developed by The NRP Group in partnership with Fort Worth Housing Finance
Corporation.
COUNCIL DISTRICT 3;Mapsco 73L
Te rms:
1. Designate HOME-assisted units according to HOME regulations with a 20 Year Affordability
Period;
2. Secure payment of the HOME funds and performance of the HOME requirements by Deed of
Trust;
3. 20 year loan term to run concurrently with the Affordability Period;
4. One percent interest rate or the Applicable Federal Rate,whichever is less;and
5. Payment of principal and interest will begin within 30 days of project lease up as defined in the
HOME contract.
The commitment of HOME funds is conditioned upon the following:
1. Equity,construction and permanent financing for the project acceptable to City;
2. Award of Non-Competitive 4%Tax Credits by the Texas Department of Housing and
Community Affairs;and
3. Certificate of Bond Reservation for the project from the Texas Bond Review Board.
- - TABLE 4 ---- -
HOME Project: Amount
Tarrant County Housing Partnership,Inc.(TC HP): This project will provide needed repairs and $277,075.00 W
improvements to the Beaty Street Apartments,an affordable 61-unit multifamily housing
development located in the 5500 block of Beaty Street, The improvements will include but not be
limited to installation of central HVAC systems,security lighting,parking lot improvements,
exterlor and interior painting as needed,sewer line and fencing repairs/replacement and other
rehabilitation as needed to ensure the sustainability and quality of the project to benefit low
Income residents. City Council previously approved total of$1,329,526.51 of HOME funds in City
Secretary Contract No.42289,as previously amended(M&C C-25072 and MBC C-26586). The
project will be implemented by TCHP,the owner of the Beaty Street Apartments.
COUNCIL DISTRICTS; Mapsco 79G
All previous loan terms described in City Secretary Contract No.42289,as amended,will remain
the same. The loan will be forgiven at the end of the 15 Year Affordability Period if alt HOME
requirements and contract terms are met.
Staff recommends that contracts be executed with the listed agencies for the federal grant funds for the
projects in the amounts and on the terms shown in Tables 2 through 4 above. HUD regulations for the
use of CDBG funds require that Interdepartmental Letters of Agreement be executed for the use of
these federal grant funds by City departments.
Staff recommends the change in use and expenditure of$2,300,000.00 in prior and current years CDBG
funds and $536,556.00 in prior and current years HOMO; funds for the listed projects which will benefit
moderate, low and very low income City citizens. All expenditures of CDBG and HOME funds are
subject to satisfactory completion of an Environmental Review Record per 24 CFR Part 58 and receipt
of authorization to use grant funds from the United States Department of Housing and Urban
Development. Action Plan funding years selected may vary and be substituted in order to expend the
oldest grant funds first. A public comment period on the change in use of these prior and current years
CDBG and HOME funds was held from May 13, 2016 to June 13, 2016. Any comments are maintained
by the Neighborhood Services Department in accordance with federal regulations.
FISCAL. INIFORMATIONXERTIF CATION:
The Director of Finance certifies that funds are available in the current operating budget, as
appropriated, of the Grants Fund. This is a reimbursement grant.
http:liapps2.ofwnet.org/counci[ Par.keUmc review.asp?ID=22406&counclldate=611412016 314
7/2812016 M&C Review
TO
Fund Department Account Project Program Activity Budget Reference# Amount
1D ID Year Chartfield 2
21001 0190463 5330201 G00046 99'1910 2010 $160,740.5
21001 0190463 5330201 G00051 991910 2011 $89,259.4
21001 0190463 5330201 G00051 991.947 2011 $53,273.69
21001 0190463 5330201 G00037 991947 2012 $67,754.3
21001 0190463 5330201 G00057 991947 2013 $722,586.7
21001 0190463 5330201 G00259 991947 2014 $6,385.1
21001 0190463 5330201 G00259 991948 2014 $650,000.0
21001 0190463 5330201 G00259 991949 2014 $300,000.0
21001 0190463 5330201 000259 991950 2014 $250,000.0
21001 0190463 5330201 G00260 991971 2014 $311,954.1
21001 0190463 5330201 100001 991971 2015 $247,526.9
21001 0190463 5330201 100001 991956 2015 $277,075.0
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
!D 1D Year Chartfield 2
2'1001 0190463 5330201 G00046 991999 2010 $160,740.5
21001 0190463 5330201 G00051 991999 2011 $142,533.1
21001 0190463 5330201 000037 991999 2012 $67,754.3
21001 0190463 5330201 G00057 991999 2013 1 $722,586.7
21001 0190463 5330201 G00259 991999 2014 $1,206,385.1
21001 0190463 5330201 G00260 991999 2014 $311,954.1
21001 0190463 5330201 1 100001 991999 2015 $524,601.9
Submitted for City Manager's Office by-, Fernando Costa (6122)
Originating Department_Head: Aubrey Thagard (8187)
Additional information Contact: Avis F. Chaisson (6342)
ATTACHMENTS
Form1295 NOFA.od
NGFA ProlectsMap,pdf
httpY/apps2.cfwnet.orgrcouncil_PackeUmo review.asp?IQ=22406&councildate=61'1412016 414
CERTIFICATE OF INTERESTED PARTIES DORM 1295
loft
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and B if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-60529
The Broadmoor at Western Hills Ltd.
Fart Worth,TX United States Date Filed-
12 Name of governmentaf entity or state agency that is a party to the contract for which the fort is 05!2312016
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the idetit Mcation number used by the governmen(al enthy or state agency to track or identify(lie contract,and provide a
description of the services,goods,or other property to he provided under the contract.
M-14-MC-48-0204;M-15-MC-48-02
Multifamily residential
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
NRP Broadmoor Apartments SLP LLC Cleveland,CIH Un€ter!States X
The Broadmoor Apartments at Western Lulls GP LLC Fort Worth,TX United States X
5 Check only if there is NO Interested Party.
6 AFFIDAVIT I swear,or affirm,under pe natty of perjury,that She above disclosure is true and correct,
SARAH BURKETT
My Notery 10 9130491884
'T Ex 1res January ti,2020
gnature of al5ywYzerfragent of contracting business entity
AFFIX NOTARY STAMP I SEAL ABOVE /�
Sworn to and subscribed before me,by the said !""{ :Qn&ma;1 this the � .day of ,
201t.��,to certify which,witness my hand and seal of office.
Signature of officer administering oath 'Printed name of officer administering oath 'Fitt of officer administering oath
Forms provided by Texas Ethics Commission wwvv.ethics.state.tx•us Version V1,0.1021
Promissory Note
HOME Funds
Date: November 1, 2016
Borrower: The Broadmoor at Western Hills, Ltd. a Texas limited partnership
Borrower's Mailing Address:
The Broadmoor at Western Hills Ltd.
C/O Fort Worth Housing Finance Corporation
1000 Throckmorton
Fort Worth, Texas 76102
Tarrant County
With a copy to:
NRP Group, LLC
111 Soledad, Suite 1220
San Antonio, Texas 78205
Attention: Debra Guerrero
Lender: City of Fort Worth, a Texas municipal corporation
Place for Payment:
City of Fort Worth Neighborhood Services Department
Attn: Assistant Director
1000 Throckmorton Street
Fort Worth, Tarrant County, Texas 76102, or any other place that Lender may
designate in writing.
Principal Amount: $559,481.00
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to the
HOME Investment Partnerships Program authorized under Title II of the
Cranston-Gonzalez National Affordable Housing Act of 1990, as amended, 42
USC 12701 et seq. ("HOME Program")and the HOME Investment Partnerships
Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME
Regulations") with HOME funds for the development of the Broadmoor
Apartments,a mixed income multifamily complex located in Fort Worth,Texas
(the"project").
Annual Interest Rate: The lesser of 1% simple or the Long Term Applicable
Federal Rate("AFR") on the date hereof, which is 1.95%
PROMISSORY NOTE—HOME FUNDS Page 1
The Broadmoor at Western Hills Ltd. rev. 11-1-2016
Final Payment Date:
186 months after the conversion to permanent financing as defined in Borrower's
Amended and Restated Limited Partnership Agreement dated November 1,2016
as may be amended from time to time(the "Partnership Agreement")
Maturity Date:
Termination of the Affordability Period more particularly defined in City
Secretary Contract No. 48303 between Borrower and Lender for the Loan (the
"HOME Contract").
Annual Interest Rate on Matured, Unpaid Amounts: 12%
Terms of Payment:
Payments of the Principal Amount and interest will be based on a 30 year amortization
schedule. The Principal Amount and accrued interest are due and payable in equal annual
installments beginning on 30 days after the date of conversion from the construction loan to the
permanent loan and continuing annually until the Final Payment Date. At that time,the unpaid
principal balance and accrued,unpaid interest will be payable in full. Payments will be applied
first to accrued interest and the remainder to reduction of the Principal Amount. Provided
however,payments of Principal Amount and interest are only payable from 50%of remaining
Cash Flow as defined in and in accordance with the Partnership Agreement. Principal and
interest to the extent not paid from remaining Cash Flow shall accumulate from year to year
until paid on or before the Maturity Date. Interest will be calculated based on a 360 day per
year factor applied to the actual days on which there exists an unpaid principal balance.
This Note is the Note required in the HOME Contract and has been executed and
delivered in accordance with that contract. The funds advanced by Lender are HOME funds
and the HOME Contract requires that the 7 residential rental units in the project located on
the Property must qualify and remain affordable rental housing in accordance with the
HOME Program and the HOME Regulations for the 20 year Affordability Period more
particularly defined in the HOME Contract. The obligations described in the HOME
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 the 7
HOME-assisted residential rental units in the project more particularly described in the
HOME Contract do not remain affordable rental housing for the duration of the Affordability
Period,subject to the"next available unit rule"under Internal Revenue Code Section 42(g)
(2) (D). In the event of such default, Lender may invoke any remedies provided in the
HOME Contract or the Leasehold Deed of Trust Security Agreement—Financing Statement
for default.
PROMISSORY NOTE—HOME FUNDS Page 2
The Broadmoor at Western Hills Ltd. rev. 11-1-2016
Security for Payment: This Note is secured by a Leasehold Deed of Trust Security
Agreement - Financing Statement dated November 1, 2016 from Borrower to Vicki S.
Ganske,Trustee or Leann Guzman,Trustee(the"Deed of Trust")which covers the personal
property described therein and the following real property:
Being a tract of land situated in the Hays Covington Survey,Abstract No. 256, City
of Fort Worth,Tarrant County,Texas,being all of Lot 1,Block 1,The Broadmoor at
Western Hills,an addition to the City of Fort Worth according to the plat recorded in
County Clerk's Document Number D216247626, Plat Records, Tarrant County,
Texas,being part of that certain tract of land described as Tract Seventeen II by deed
to Land Rover, LTD., recorded in Volume 9806,Page 1448,Deed Records,Tarrant
County, Texas, said tract of land being more particularly described by metes and
bounds in the attached Exhibit "A", incorporated herein by reference for all
purposes.
Other Security for Payment: As set forth in the Contract
Borrower promises to pay to the order of Lender the Principal Amount plus interest.
This Note is payable at the Place for Payment and according to the Terms of Payment. All
unpaid amounts are due by the Loan Maturity Date. After the Loan Maturity Date,Borrower
promises to pay any unpaid principal balance plus interest at the Annual Interest Rate on
Matured, Unpaid Amounts.
If Borrower defaults in the payment of this Note or in the performance of its
obligations under the HOME 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 invoke any remedies provided herein or in the Deed of Trust for default. 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 and each of the general and limited
partners of the Borrower, as identified in the Partnership Agreement, simultaneous written
notice of such default. Borrower shall have a period of 15 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 and each of the general and limited partners of the Borrower as identified in the
Partnership Agreement,simultaneous written notice of such default. If the default is reasonably
capable of being cured within 30 days,Borrower shall have such period to effect a cure prior to
exercise of remedies by Lender under the Loan documents. If the default is such that it is not
reasonably capable of being cured within 30 days,and if Borrower(a)initiates corrective action
within said period, and (b) diligently, continually, and in good faith works to effect a cure as
soon as possible,then Borrower shall have such additional time as is reasonably necessary to
cure the default prior to exercise of any remedies by Lender. In no event shall Lender be
precluded from exercising remedies if its security becomes or is about to become materially
jeopardized by any failure to cure a default or the default is not cured within 180 days after the
first notice of default is given. If the default is not cured after notice within the time periods
PROMISSORY NOTE—HOME FUNDS Page 3
The Broadmoor at Western Hills Ltd. rev. 11-1-2016
stated above, 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.
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 default 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.
Borrower may prepay this Note in any amount at any time before the Maturity Date
without penalty or premium.
When the context requires, singular nouns and pronouns include the plural.
The indebtedness evidenced by this Note is and shall be subordinate in right of payment
to the prior payment in full of the indebtedness to be hereafter evidenced by(i) a Multifamily
Note made by Borrower and payable to Tarrant County Housing Finance Corporation("Tarrant
County HFC ") as assigned by Tarrant County HFC to Amegy Bank, a Division of ZB,
National Association,as Fiscal Agent, and(ii)a Promissory Note made by Borrower to Bank of
America,N.A. (the"Bank")(together,the"Senior Indebtedness")(Tarrant County HFC and
the Bank together, the "Senior Lenders") as more particularly described in certain
Subordination Agreements dated November 1,2016 among the Senior Lenders,Borrower and
Lender( the "Subordination Agreements"), to the extent and in the manner provided in the
Subordination Agreements. The Deed of Trust securing this Note is and shall be subject and
subordinate in all respects to the liens, terms, covenants and conditions of the documents
evidencing the Senior Indebtedness(the"Senior Loan Documents")as more fully set forth in
the Subordination Agreements. The rights and remedies of the payee and each subsequent
holder of this Note under the Deed of Trust securing this Note are subject to the restrictions and
limitations set forth in the Subordination Agreements. Each subsequent holder of this Note shall
be deemed, by virtue of such holder's acquisition of the Note,to have agreed to perform and
PROMISSORY NOTE—HOME FUNDS Page 4
The Broadmoor at Western Hills Ltd. rev. 11-1-2016
observe all of the terms, covenants and conditions to be performed or observed by the
Subordinate Lender under the Subordination Agreements.
Subject to the terms of the Subordination Agreements and any cure periods provided
in the Senior Loan Documents, if there is a default in payment of any part of principal or
interest of the Senior Indebtedness or a breach of any covenants contained in the Senior Loan
Documents,the debt evidenced by this Note will immediately become payable at the option
of Lender. If Borrower fails to perform any of Borrower's obligations in the Senior Loan
Documents, and to the extent allowed by the Subordination Agreements, Lender may
perform those obligations and be reimbursed by Borrower, on demand, at the Place for
Payment for any amounts advanced,including attorney's fees,plus interest on those amounts
from the date of payment at the Annual Interest Rate on Matured, Unpaid Amounts. The
amount to be reimbursed will be secured by all instruments securing this Note.
If any installment becomes overdue for more than 15 days, at Lender's option a late
payment charge of 5% of the amount then due may be charged in order to defray the expense
of handling the delinquent payment.
A default exists under this Note if(1) (a)Borrower or(b)any other person liable on
any part of this Note (an "Other Obligated Party") fails to timely pay or perform any
obligation or covenant in any written agreement between Lender and Borrower or such Other
Obligated Party; (2) any warranty, covenant, or representation in this Note or in any other
written agreement between Lender and Borrower or any Other Obligated Party is materially
false when made;(3)a receiver is appointed for Borrower,any Other Obligated Party,or any
property on which a lien or security interest is created as security(the"Collateral Security")
for any part of this Note; (4) any Collateral Security is assigned for the benefit of creditors
other than the holder(s) of the Senior Note; (5) a bankruptcy or insolvency proceeding is
commenced by Borrower or an Other Obligated Party; (6) (a) a bankruptcy or insolvency
proceeding is commenced against Borrower or an Other Obligated Party and (b) the
proceeding continues without dismissal for 90 days,the party against whom the proceeding is
commenced admits the material allegations of the petition against it,or an order for relief is
entered; (7) any of the following parties is dissolved, begins to wind up its affairs, is
authorized to dissolve or wind up its affairs by its governing body or persons, or any event
occurs or condition exists that permits the dissolution or winding up of the affairs of any of
the following parties: (i) Borrower, or(ii) an Other Obligated Party; and(8) any Collateral
Security is materially impaired by loss, theft, damage, levy and execution, issuance of an
official writ or order of seizure,or destruction,unless it is promptly replaced with insurance
proceeds, collateral security of like kind and quality or restored to its former condition.
The execution and delivery of this Note are required under the HOME Contract.
If any provision of this Note conflicts with any provision of the HOME Contract,the
Deed of Trust, the Leasehold Deed of Trust or any other document evidencing the same
transaction between Lender and Borrower,the provisions of the HOME Contract will govern
to the extent of the conflict.
PROMISSORY NOTE—HOME FUNDS Page 5
The Broadmoor at Western Hills Ltd. rev. 11-1-2016
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 of its
general and limited partners nor any other party shall have any personal liability for
repayment of the Loan described in the HOME 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.
[Signature page follows]
PROMISSORY NOTE—HOME FUNDS Page 6
The Broadmoor at Western Hills Ltd. rev. 11-1-2016
THE HOME CONTRACT, 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.
THE BROADMOOR AT WESTERN HILLS
LTD., a Texas limited partnership
By: THE BROADMOOR AT WESTERN
HILLS GP LLC,a Texas limited liability
company, its General Partner
By: FORT WORTH HOUSING FINANCE
CORPORATION, a Texas housing
finance co ration, its Sole Member
By:
Aubrey Thagar
Assistant General Manager
PROMISSORY NOTE—HOME FUNDS Page 7
The Broadmoor at Western Hills Ltd. rev. 11-1-2016
EXHIBIT "A"
LEGAL DESCRIPTION
BEING a tract of land situated in the Hays Covington Survey,Abstract No.256,City of Fort
Worth,Tarrant County,Texas,being all of Lot 1,Block 1,The Broadmoor at Western Hills,
an addition to the City of Fort Worth according to the plat recorded in County Clerk's
Document Number D216247626, Plat Records, Tarrant County, Texas,being a part of that
certain tract of land described as Tract Seventeen II by deed to Land Rover,LTD.,recorded
in Volume 9806,Page 1448, Deed Records, Tarrant County, Texas, said tract of land being
more particularly described by metes and bounds as follows:
BEGINNING at a 5/8"iron rod with yellow cap stamped"DUNAWAY ASSOCIATES,LP"
set, (hereinafter called 5/8"YCIR)for the northeast corner of Lot 21,Block 19,Broadmoor,
an addition to the City of Fort Worth,according to the plat recorded in Volume 388-E,Page
20,Plat Records,Tarrant County,Texas, in the west right-of-way line of Broadmoor Drive(a
60'width public right-of-way),recorded in Volume 3501,Page 127,Deed Records,Tarrant
County, Texas and the southeast corner of said Land Rover, LTD tract Seventeen II;
THENCE North 83°16'28" West, departing the west right-of-way line of said Broadmoor
Drive,with the north line of said,Block 19,Broadmoor,a distance of 1,292.66 feet to a 5/8"
YCIR set for the northwest corner of Lot 1, said Block 19, Broadmoor Addition, in the east
line of Block 7,Western Hills Addition Section No. 1,an addition to the City of Fort Worth,
according to the plat recorded in Volume 388-43, Page 18, Plat Records, Tarrant County,
Texas;
THENCE North 00°44'55" West, departing the north line of said Block 19, Broadmoor
Addition, with the east line of said Block 7, Western Hills Addition, a passing distance of
442.36 feet to the northeast corner of said Block 7, Western Hills Addition, a passing
distance of 632.17 feet to the northeast corner of Lot 5-R,Block 12,Western Hills Addition,
an addition to the City of Fort Worth,according to the plat recorded in Volume 388-98,Page
52, Plat Records, Tarrant County, Texas, the southeast corner of Lot 1, Block 95, Western
Hills Addition Section No. VII, an addition to the City of Fort Worth, according the plat
recorded in Volume 388-45,Page 81,Plat Records,Tarrant County,Texas,continuing with
east line of said Lot 1,Block 95,Western Hills Addition for a total distance of 858.41 feet to
a 3/4"iron rod found for the southwest corner of Lot D, Block 6, West Plaza Addition, an
addition to the City of Fort Worth, according to the plat recorded in Volume 388-44, Page
97, Plat Records, Tarrant County, Texas;
THENCE North 89°53'09" East, departing the east line of said Lot 1, Block 95, Western
Hills Addition, with the south line Lot D,Block 6, a distance of 341.49 feet to a 5/8"YCIR
set for the southeast corner of said Lot D, Block 6, West Plaza Addition;
THENCE South 10°08'15"East,departing the south line of said Lot D,Block 6,West Plaza
Addition,a distance of 70.66 feet to a point from for the beginning of a non-tangent curve to
PROMISSORY NOTE-HOME FUNDS Page 8
The Broadmoor at Western Hills Ltd. rev. 11-1-2016
the left, from which the radius point bears North 80°37'15" East, a distance of 60.00 feet,
having a central angle of 257°49'56",a radius of 60.00 feet and a chord bearing and distance
of North 41'42'l 7"East - 93.3 7 feet;
THENCE with said non-tangent curve to the left in a northeasterly direction,an arc length of
270.00 feet to a 5/8"YCIR set in the south line of said Lot B,Block 5,West Plaza Addition;
THENCE North 89°53'09" East, with the south line of said Lot B, Block 5, West Plaza
Addition, a distance of 632.98feet to a 5/8"YCIR set for the southeast corner of said Lot B,
Block 5, West Plaza Addition;
THENCE South 07'14'5 1"East,departing the south line of said Lot B,Block 5, West Plaza
Addition and with the west line of Lot A, Block 5, said West Plaza Addition, a distance of
155.71 feet to a point, from which a 1/2" iron rod found bears South 67°51'51" East, a
distance of 0.34 feet;
THENCE South 89°12'51" East, with the south line of said Lot A, Block 5, West Plaza
Addition, a distance of 212.89 feet to a 5/8" YCIR set in the west right-of-way line of said
Broadmoor Drive;
THENCE South 15002'25"East,with the west right-of-way line of said Broadmoor Drive,a
distance of 8.99 feet to a 1/2"iron rod found for the beginning of a curve to the right having
a central angle of 21040'00", a radius of 1,537.70 feet and a chord bearing and distance of
South 04012'25" East - 578.03 feet;
THENCE continuing with the west right-of-way line of said Broadmoor Drive and with said
curve to the right in a southeasterly direction,an arc length of 581.49 feet to a 5/8"YCIR set;
THENCE South 06037'35" West, a distance of 271.09 feet to the POINT OF BEGINNING
and containing a calculated area of 1,176,714 square feet or 27.014 acres of land.
PROMISSORY NOTE—HOME FUNDS Page 9
The Broadmoor at Western Hills Ltd. rev. 11-1-2016
11/8/2016 Leasehold DOT-Financing Statement-15000331058 pkg 2(Read-Only)
Page 1 of 21
D216262153 11171201612.31 PH PGS 21 Fee: $96.00 Submitter:CSC ERECORDING SOLUTIONS
Electronically Recorders by Tarrant County Clerk in Official Punic Records �
���- C«, 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.
Leasehold Deed of Trust
Security Agreement-Financing Statement
HOME Funds
Terms
Date: November 1,2016
Grantor: The Broadmoor at Western Hills Ltd.,a Texas limited partnership
Grantor's Mailing Address:
The Broadmoor at Western Hills Ltd.
C/o Fort Worth Housing Finance Corporation
1000 Throckmorton
Fort Worth,TX 76102
Tarrant County
With a copy to:
NRP Group LLC
111 Soledad, Suite 1220
San Antonia,Texas 78205
Attention: Debra Guerrero
With a copy to:
U.S.Bancorp Community Development Corporation
1307 Washington Avenue, Suite 300
Mail Code: SL MO RMCD
St.Louis, MO 63103
Attention: Director of LIHTC Asset Management
With a copy to:
Kutak Rock Llai'
1650 Farnain Street
Omaha,NE 68102
Attention: Jill Goldstein,Esq.
Trustee: Vicki S.Ganske or Leann.D.Guzman
LEASEHOLD DEED OF TRUST HOME FUNDS Page 1
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Page 2 of 21
https:Hep4.ingeo.com/L2/DataEntry/Index?packld=5189927&docld=21786428&isArchived=False# 2/22
THIS DOCUMENT HAS BEEN
ELECTRONICALLY RECORDED
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.
Leasehold Deed of Trust
Security Agreement - Financing Statement
HOME Funds
Terms
Date: November 1, 2016
Grantor: The Broadmoor at Western Hills Ltd., a Texas limited partnership
Grantor's Mailing Address:
The Broadmoor at Western Hills Ltd.
C/O Fort Worth Housing Finance Corporation
1000 Throckmorton
Fort Worth, TX 76102
Tarrant County
With a copy to:
NRP Group LLC
111 Soledad, Suite 1220
San Antonio, Texas 78205
Attention: Debra Guerrero
With a copy to:
U.S. Bancorp Community Development Corporation
1307 Washington Avenue, Suite 300
Mail Code: SL MO RMCD
St. Louis, MO 63103
Attention: Director of LIHTC Asset Management
With a copy to:
Kutak Rock LLP
1650 Farnam Street
Omaha,NE 68102
Attention: Jill Goldstein, Esq.
Trustee: Vicki S. Ganske or Leann D. Guzman
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 1
The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
Trustee's Mailing Address:
The City Attorney's Office
The City of Fort Worth
1000 Throckmorton St.
Fort Worth TX 76102
Tarrant County
Lender: City of Fort Worth, a Texas municipal corporation
Lender's Mailing Address:
City of Fort Worth Neighborhood Services Department
Attn: Assistant Director
1000 Throckmorton Street
Fort Worth, Texas 76102
Tarrant County
Loan Authority:
The loan evidenced by the Note(the"Loan")and secured by this Leasehold Deed of
Trust Security Agreement—Financing Statement("Deed of Trust") is being made
pursuant to the HOME Investment Partnerships Program authorized under Title II of
the Cranston-Gonzales National Affordable Housing Act of 1990, as amended, 42
USC 12701 et seq.(the"HOME Program")and the HOME Investment Partnership
Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME
Regulations") with HOME funds for the development of the Broadmoor
Apartments,a mixed income multifamily complex located in Fort Worth Texas(the
"project"), all as more particularly described in a HOME Contract, City Secretary
Contract No. 48303 between Grantor and Lender for the Loan (the "HOME
Contract").
Obligations
Note
Date: November 1, 2016
Original principal amount: $559,481.00
Borrower: The Broadmoor at Western Hills Ltd.
Lender: City of Fort Worth
Maturity Date: Expiration of the 20 year Affordability Period
described in the HOME Contract and Section F below
Terms of Payment: As provided in the Note
In addition,Obligations shall include compliance by Grantor with the requirements of
the HOME Program for the 20 year Affordability Period more particularly described
in Section F. below.
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The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
Property (including any improvements): Tenant's Leasehold Estate.
Lease
Date: November 1, 2016
Landlord: Fort Worth Housing Finance Corporation
Tenant: Grantor
Premises:
Being a tract of land situated in the Hays Covington Survey, Abstract
No. 256, City of Fort Worth,Tarrant County,Texas,being all of Lot 1,
Block 1, The Broadmoor at Western Hills, an addition to the City of
Fort Worth according to the plat recorded in County Clerk's Document
Number D216247626,Plat Records,Tarrant County,Texas,being part
of that certain tract of land described as Tract Seventeen II by deed to
Land Rover, LTD., recorded in Volume 9806, Page 1448, Deed
Records,Tarrant County,Texas, said tract of land as more particularly
described by metes and bounds in the attached Exhibit "A",
incorporated herein by reference for all purposes.
Leasehold Estate:
All of Tenant's rights under the Ground Lease dated November 1,2016
executed by and between Fort Worth Housing Finance Corporation,
Landlord, and The Broadmoor at Western Hills Ltd., Tenant.
Together with the following personal property to the extent owned by Grantor:
All fixtures, supplies, building materials, and other goods of every
nature now or hereafter located,used,or intended to be located or used on the
Property;
All plans and specifications for development of or construction of
improvements on the Property;
All contracts and subcontracts relating to the construction of
improvements on the Property;
All accounts, contract rights, instruments, documents, general
intangibles, and chattel paper arising from or by virtue of any transactions
relating to the Property;
All permits, licenses, franchises, certificates, and other rights and
privileges obtained in connection with the Property;
All proceeds payable or to be payable under each policy of insurance
relating to the Property; and
All products and proceeds of the foregoing.
Notwithstanding any other provision in this Deed of Trust,the term"Property"does
not include personal effects used primarily for personal, family, or household
purposes.
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The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
In addition to creating a deed-of-trust lien on the Leasehold Estate and all the other
Property described above, Grantor also grants to Lender a security interest in all of
the above-described personal property pursuant to and to the extent permitted by the
Texas Uniform Commercial Code.
Prior Liens:
The lien created by this Deed of Trust is and shall be subject and subordinate in all
respects to the liens, terms, covenants and conditions of. (i) the Multifamily Deed of
Trust,Assignment of Rents,Security Agreement and Fixture Filing securing that certain
Multifamily Note dated November 1, 2016 made by Grantor and payable to Tarrant
County Housing Finance Corporation("Tarrant County HFC")as assigned by Tarrant
County HFC to Amegy Bank,a Division of ZB,National Association,as Fiscal Agent;
and (ii) the Leasehold Deed of Trust, Assignment, Security Agreement and Fixture
Filing, with Joinder of Fee Owner securing the obligations of Grantor to Bank of
America, N.A. (the "Bank", and together with Tarrant County HFC , the "Senior
Lenders") (the "Senior Indebtedness"), to the extent and in the manner provided in
certain Subordination Agreements dated November 1,2016 among the Senior Lenders,
as senior lenders, the Lender, as subordinate lender, and the Grantor (the
"Subordination Agreements"). This Deed of Trust is and shall be subject and
subordinate in all respects to the liens, terms, covenants and conditions of the loan
documents evidencing the Senior Indebtedness("Senior Loan Documents") as more
fully set forth in the Subordination Agreements. The rights and remedies of Lender and
each subsequent assignee of the lien under this Deed of Trust are subject to the
restrictions and limitations set forth in the Subordination Agreements.
Subject to the terms of the Subordination Agreements and to waiver, notice, grace
and cure period,if any,provided in the Senior Loan Documents,if default occurs in
payment of any part of principal or interest of the Senior Indebtedness, or in
observance of any covenants of the Senior Loan Documents,the entire debt secured
by this Deed of Trust will immediately become payable at the option of Lender to the
extent permitted by the Subordination Agreements.
Other Exceptions to Conveyance and Warranty:
The Permitted Exceptions set forth on Exhibit"B"attached hereto and incorporated
herein for all purposes, to the extent that they relate to the Leasehold Estate.
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.
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The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
1. perform all of Tenant's obligations under the Lease and deliver, on Lender's
written request, satisfactory evidence of timely payment of all rents and other charges due
under the Lease;
2. enforce Landlord's obligations under the Lease;
3. within 10 business days after receipt,deliver a copy of each notice received by
Grantor from Landlord to Lender;
4. timely exercise each option to extend the term of the Lease as long as the
Obligations remain unpaid or otherwise outstanding and concurrently deliver to Lender a
copy of the notice doing so. If Grantor does not exercise an option to extend the term of the
Lease,Lender may,at its option, exercise the option on behalf of Grantor. Grantor appoints
Lender its attorney-in-fact to execute and deliver all instruments necessary to extend the term
of the Lease or to exercise any other rights,powers,or privileges under the Lease in the event
Grantor fails to do so;this power,being coupled with an interest,is irrevocable as long as the
Obligations remain unpaid or are otherwise outstanding;
5. use commercially reasonable efforts to deliver to Lender,within 20 days after
written request by Lender, an estoppel certificate from Landlord setting forth (a) that the
Lease has not been modified or, if it has been modified, the date of each modification
(together with copies of each modification), (b) the date to which all rent has been paid by
Tenant under the Lease, and (c) whether there are any defaults of Tenant under the Lease
and, if there are, setting forth the nature of the default(s) in reasonable detail;
6. execute and deliver on the request of Lender any instruments required to
permit Lender to cure any default under the Lease or preserve the interest of Lender in the
Leasehold Estate;
7. 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;
8. obey all laws,ordinances,and restrictive covenants applicable to the Property;
9. 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
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 5
The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
10. notify Lender 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 or will be grounds for terminating the Lease; or
2. consent, without Lender's prior written consent, to (a) any waiver,
cancellation, or amendment of any provision of the Lease or (b) the subordination of the
Lease to any mortgage of the fee interest of Landlord in the Premises.
Grantor represents that-
1. the Lease is enforceable;
2. except as set forth above,there are no amendments to the Lease; and
3. Grantor is not in default under the Lease and, to the best of Grantor's
knowledge, Landlord is not in default under the Lease, and no event exists that, with the
passage of time or the giving of notice, or both, would constitute a default under the Lease.
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, subject to
the Subordination Agreement.
3. Notwithstanding the terms of the Note to the contrary,and unless applicable
law prohibits,all payments received by Lender from Grantor with respect to the Obligations
or this Deed of Trust may, at Lender's discretion, be applied first to amounts payable under
this Deed of Trust and then to amounts due and payable to Lender with respect to the
Obligations, to be applied to late charges, principal, or interest in the order Lender in its
discretion determines.
4. If Grantor fails to perform any of Grantor's obligations under this Deed of
Trust, subject to prior written notice and cure period,Lender may perform those obligations
and be reimbursed by Grantor on demand for any amounts so paid, including reasonable
attorney's fees,plus interest on those amounts from the dates of payment at the rate stated in
the Note for matured,unpaid amounts. The amount to be reimbursed will be secured by this
Deed of Trust.
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The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
5. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's obligations under this Deed of Trust and the default continues after any required
notice of the default and the time allowed to cure, Lender may-
a. declare any unpaid principal balance and earned interest on the
Obligations immediately due;
b. 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
C. purchase the Property at any foreclosure sale by offering the highest
bid and then have the bid credited on the Obligations.
Notwithstanding anything to the contrary,if a monetary event of default occurs under
the terms of any of the Loan documents,as defined in the HOME Contract,prior to exercising
any remedies Lender shall give Grantor and each of the general and limited partners of Grantor,
as identified in the Amended and Restated Agreement Limited Partnership Agreement dated
November 1, 2016 (the "Partnership Agreement"), simultaneous written notice of such
default. Grantor and each of the general and limited partners on behalf of Grantor shall have a
period of 15 days after such notice is given within which to cure the default prior to exercise of
remedies by Lender under the Loan documents. Notwithstanding anything to the contrary,if a
non-monetary event of default occurs under the terms of any of the Loan documents,prior to
exercising any remedies,Lender shall give Grantor and each of the general and limited partners
of the Grantor,as identified in the Partnership Agreement,simultaneous written notice of such
default. If the default is reasonably capable of being cured within 30 days,Grantor and each of
the general and limited partners on behalf of Grantor shall have such period to effect a cure
prior to exercise of remedies by Lender under the Loan documents. If the default is such that it
is not reasonably capable of being cured within 30 days,and if Grantor or each of the general
and limited partners on behalf of Grantor(a)initiates corrective action within said period,and
(b) diligently, continually, and in good faith works to effect a cure as soon as possible, then
Grantor or each of the general and limited partners on behalf of Grantor shall have such
additional time as is reasonably necessary to cure the default prior to exercise of any remedies
by Lender. In no event shall Lender be precluded from exercising remedies if its security
becomes or is about to become materially jeopardized by any failure to cure a default or the
default is not cured within 180 days after the first notice of default is given.
6. Lender may remedy any default without waiving it and may waive any default
without waiving any prior or subsequent default.
7. If Grantor fails to perform any of its obligations, covenants, or agreements
under the Lease, Lender may do any act it deems reasonably necessary to cure such failure.
During an event of default, Lender may enter the Premises with or without notice and do
anything that Lender reasonably deems necessary or prudent to do.
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The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
8. If Lender elects to make any payments or do any act or thing required to be
paid or done by Grantor as Tenant under the Lease, Lender will be fully subrogated to the
rights of Landlord,.and any sums advanced by Lender are a part of the Obligations.
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 Properly "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;
and
d. to Grantor, any balance; and
4. be indemnified, held harmless, and defended by Lender against all costs,
expenses,and liabilities incurred by Trustee for acting in the execution or enforcement of the
trust created by this Deed of Trust, which includes all court and other costs, including
reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken
against Trustee in that capacity.
D. General Provisions
L 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.
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The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
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.
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. Subject to the rights of senior lien holders, 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 therefor, provided that (a) such proceeds are sufficient to keep the
Obligations in balance and rebuild the Property in a manner that provides adequate security to
Lender for repayment or performance of the Obligations or if such proceeds are insufficient
then Grantor shall have funded any deficiency,(b)Lender shall have the right to approve plans
and specifications for any major rebuilding and the right to approve disbursements of insurance
or condemnation proceeds for rebuilding under a construction escrow or similar arrangement,
and(c)no material default then exists under the Loan documents other than attributable to the
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. Subject to the rights of senior lien holders, 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
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The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
possession of the Property. Lender will apply all rent and other income and receipts
collected under this paragraph first to expenses incurred in exercising Lender's rights and
remedies and then to Grantor's obligations with respect to the Obligations and this Deed of
Trust in the order determined by Lender. 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 to time,permit Lender to
examine and make copies of such books,records,contracts,leases,and other instruments at
any reasonable time.
13. Grantor agrees to deliver to Lender, at Lender's request from time to time,
internally prepared financial statements of Grantor and any guarantor of the Note prepared in
accordance with generally accepted accounting principles consistently applied, in detail
reasonably satisfactory to Lender and certified to be materially true and correct by the chief
financial officer of Grantor or its certified public accountant, as applicable.
14. If Lender orders an appraisal of the Property while a default exists or to
comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to
reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to reimburse
Lender for any such appraisal within 20 days of Lender's written request, that failure is a
default under this Deed of Trust.
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15. Grantor agrees to allow Lender or Lender's agents to enter the Property at
reasonable times 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 transfer to the landlord, 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.
Lender hereby specifically approves the execution of the (i) proposed Declaration of Land
use Restrictive Covenants ("LURA") which will be executed by Grantor on the form
required by the Texas Department of Housing and Community Affairs("TDHCA")and(ii)
the Regulatory Agreement and Declaration of Restrictive Covenants ("Regulatory
Agreement") which will be executed by Grantor on the form required by Tarrant County
HFC. Approval of the LURA shall be reflected by Lender's execution of the form of
Consent and Subordination of Lienholder which is required by the TDHCA.
Grantor may not grant any lien, security interest, or other encumbrance (a
"Subordinate Instrument")covering the Property that is subordinate to the liens created by
this Deed of Trust without the prior written consent of Lender If granted, consent for a
Subordinate Instrument may be conditioned upon the Subordinate Instrument's containing
express covenants to the effect that-
a. the Subordinate Instrument is unconditionally subordinate to this Deed of
Trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate
Instrument, no action may be taken that would terminate any occupancy or
tenancy without the prior written consent of Lender, and that consent, if
granted, may be conditioned in any manner Lender determines;
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The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
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.
Lender acknowledges and agrees that,in the event of a foreclosure of its interest under
this Deed of Trust, the following rule contained in Section 42(h)(6)(E)(ii) of the
Internal Revenue Code (the "Code") shall apply:
For a period of 3 years from the date of foreclosure, with respect to any unit
that had been regulated by the LURA,(i)none of the eligible tenants occupying
those units at the time of foreclosure may be evicted or their tenancy terminated
(other than for good cause), and (ii) no rent for said units may be increased
except as otherwise permitted under Section 42 of the Code.
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.
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 12
The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
Notwithstanding anything to the contrary herein, neither the withdrawal, removal,
replacement, and/or addition of a general partner or Special Limited Partner of the Grantor
pursuant to the terms of the Partnership Agreement,nor the withdrawal, replacement, and/or
addition of any of Grantor's limited partners or its limited partner's general partners or
members, shall constitute a default under any of the Loan documents, and any such actions
shall not accelerate the maturity of the Loan,provided that any required substitute Grantor's
general partner or Special Limited Partner is reasonably acceptable to Lender and is selected
with reasonable promptness. Any substitute general partner or Special Limited Partner that is
an affiliate of Grantor's limited partner is hereby deemed acceptable to Lender. Any
amendment to the Partnership Agreement which does not affect the financial terms of the
Partnership Agreement and does not otherwise adversely affect Lender's security interest in the
Property shall not constitute a default under and of the Loan documents. Further,none of the
actions described in this paragraph will constitute a material change in ownership which would
trigger termination of the HOME Contract.
17. Except as permitted in Section 5.6.1.10 of the HOME Contract or otherwise
related to the project, Grantor agrees not to grant any lien or security interest in the Property
or to permit any junior encumbrance to be recorded or any claim to otherwise become an
encumbrance against the Property other than the proposed LURA and Regulatory Agreement,
and any other lien or security interest approved in advance by Lender. 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. 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.
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 13
The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
23. As long as the Obligations remain unpaid or otherwise not performed,unless
Lender otherwise consents in writing,the fee title to the Premises and the Leasehold Estate
will not merge but will always remain separate, notwithstanding a union of the estates.
24. This Deed of Trust does not constitute an assignment of the Lease,and Lender
has no liability or obligation under the Lease by reason of its acceptance of this Deed of
Trust. Lender is liable for the obligations of Tenant arising out of the Lease for only that
period of time after Lender has acquired, by foreclosure or otherwise, and is holding
Grantor's interest in the Leasehold Estate.
25. The term Lender includes any mortgage servicer for Lender.
26. The debt and the performance secured by this Deed of Trust is a nonrecourse
obligation of Borrower. Neither Borrower nor any of its general and limited partners nor any
other party shall have any personal liability for repayment of the Loan described in the
HOME 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
of improvements on land, including the acquisition costs of the Leasehold Estate.
2. Grantor agrees to comply with the terms, covenants and conditions of the
HOME Contract which requires the Note and this Deed of Trust. All advances made by
Lender under the HOME 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 HOME
Contract.
3. All amounts disbursed by Lender before completion of the improvements to
protect the security of this Deed of Trust up to the principal amount of the Note will be
treated as disbursements under the HOME 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.
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 14
The Broadmoor at Westem Hills Ltd. Rev. 11-1-2016
5. In case of breach by Grantor of the terms, covenants and conditions of the
HOME 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 HOME 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 HOME
Contract, and has been executed and delivered in accordance with the HOME
Contract. The funds advanced by Lender are HOME funds and the HOME Contract
requires that the 7 residential rental units in the project located on the Property must
qualify and remain affordable rental housing in accordance with the HOME Program
and the HOME Regulations for the 20 year Affordability Period more particularly
defined in the HOME Contract. The Obligations described in the HOME Contract
evidenced by the Note and secured by this Deed of Trust will be in default if the 7
HOME-assisted residential rental units in the project more particularly described in
the HOME Contract do not remain affordable rental housing for the duration of the
Affordability Period, subject to the next available unit rule.
This Deed of Trust has also been executed and delivered pursuant to the terms
of the HOME 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 HOME 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.
THE HOME CONTRACT, THE NOTE AND THIS 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.
[SIGNATURE AND NOTARIZATION FOLLOW]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 15
The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
THE BROADMOOR AT WESTERN HILLS
LTD., a Texas limited partnership
By: THE BROADMOOR AT WESTERN
HILLS GP LLC,a Texas limited liability
company, its General Partner
By: FORT WORTH HOUSING
FINANCE CORPORATION, a
Texas housing finance corporation,its
Sole Membe
B 4 ubrey Thagard
Assistant General Manager
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on ��VyY11 � Z , 2016, by
Aubrey Thagard, Assistant General Manager of the Fort Worth Housing Finance
Corporation., a Texas housing finance corporation, on behalf of said corporation, Sole
Member of The Broadmoor at Western Hills GP LLC, a Texas limited liability company,
General Partner of The Broadmoor at Western Hills Ltd., a Texas limited partnership.
S,�A 1aAawt�
Notary Public, State of Texas
SARAH BURKEI7
My Notary ID#130491984
Expires January 11,2020
AFTER RECORDING RETURN TO:
City of Fort Worth City Attorney's Office
Attention: Vicki S. Ganske
1000 Throckmorton Street
Fort Worth, Texas 76102
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 16
The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
Exhibit "A"
Legal Description
A Leasehold Estate in the following real property:
BEING a tract of land situated in the Hays Covington Survey,Abstract No.256,City of Fort
Worth,Tarrant County,Texas,being all of Lot 1,Block 1,The Broadmoor at Western Hills,
an addition to the City of Fort Worth according to the plat recorded in County Clerk's
Document Number D216247626, Plat Records, Tarrant County, Texas,being a part of that
certain tract of land described as Tract Seventeen II by deed to Land Rover,LTD.,recorded
in Volume 9806, Page 1448,Deed Records, Tarrant County,Texas, said tract of land being
more particularly described by metes and bounds as follows:
BEGINNING at a 5/8"iron rod with yellow cap stamped"DUNAWAY ASSOCIATES,LP"
set, (hereinafter called 5/8"YCIR)for the northeast corner of Lot 21,Block 19,Broadmoor,
an addition to the City of Fort Worth,according to the plat recorded in Volume 388-E,Page
20,Plat Records,Tarrant County,Texas,in the west right-of-way line of Broadmoor Drive(a
60'width public right-of-way),recorded in Volume 3501,Page 127,Deed Records,Tarrant
County, Texas and the southeast corner of said Land Rover, LTD tract Seventeen II;
THENCE North 83016'28" West, departing the west right-of-way line of said Broadmoor
Drive,with the north line of said,Block 19,Broadmoor,a distance of 1,292.66 feet to a 5/8"
YCIR set for the northwest corner of Lot 1, said Block 19,Broadmoor Addition, in the east
line of Block 7,Western Hills Addition Section No. 1,an addition to the City of Fort Worth,
according to the plat recorded in Volume 388-43, Page 18, Plat Records, Tarrant County,
Texas;
THENCE North 0004455" West, departing the north line of said Block 19, Broadmoor
Addition, with the east line of said Block 7, Western Hills Addition, a passing distance of
442.36 feet to the northeast corner of said Block 7, Western Hills Addition, a passing
distance of 632.17 feet to the northeast corner of Lot 5-R,Block 12,Western Hills Addition,
an addition to the City of Fort Worth,according to the plat recorded in Volume 388-98,Page
52, Plat Records, Tarrant County, Texas, the southeast corner of Lot 1, Block 95, Western
Hills Addition Section No. VII, an addition to the City of Fort Worth, according the plat
recorded in Volume 388-45,Page 81,Plat Records,Tarrant County,Texas,continuing with
east line of said Lot 1,Block 95,Western Hills Addition for a total distance of 858.41 feet to
a 3/4" iron rod found for the southwest corner of Lot D, Block 6, West Plaza Addition, an
addition to the City of Fort Worth, according to the plat recorded in Volume 388-44, Page
97, Plat Records, Tarrant County, Texas;
THENCE North 89053'09" East, departing the east line of said Lot 1, Block 95, Western
Hills Addition, with the south line Lot D, Block 6, a distance of 341.49 feet to a 5/8"YCIR
set for the southeast corner of said Lot D, Block 6, West Plaza Addition;
LEASEHOLD DEED OF TRUST-HOME FUNDS Page 17
The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
THENCE South 10'08'15"East,departing the south line of said Lot D,Block 6,West Plaza
Addition,a distance of 70.66 feet to a point from for the beginning of a non-tangent curve to
the left, from which the radius point bears North 80°37'15" East, a distance of 60.00 feet,
having a central angle of 257°49'56",a radius of 60.00 feet and a chord bearing and distance
of North 41'42'17" East- 93.37 feet;
THENCE with said non-tangent curve to the left in a northeasterly direction,an arc length of
270.00 feet to a 5/8"YCIR set in the south line of said Lot B,Block 5,West Plaza Addition;
THENCE North 89°53'09" East, with the south line of said Lot B, Block 5, West Plaza
Addition,a distance of 632.98feet to a 5/8"YCIR set for the southeast corner of said Lot B,
Block 5, West Plaza Addition;
THENCE South 07°14'51"East,departing the south line of said Lot B,Block 5,West Plaza
Addition and with the west line of Lot A, Block 5, said West Plaza Addition, a distance of
155.71 feet to a point, from which a 1/2" iron rod found bears South 67°51'51" East, a
distance of 0.34 feet;
THENCE South 89°12'51" East, with the south line of said Lot A, Block 5, West Plaza
Addition, a distance of 212.89 feet to a 5/8" YCIR set in the west right-of-way line of said
Broadmoor Drive;
THENCE South 15°02'25"East,with the west right-of-way line of said Broadmoor Drive,a
distance of 8.99 feet to a 1/21'iron rod found for the beginning of a curve to the right having
a central angle of 21°40'00", a radius of 1,537.70 feet and a chord bearing and distance of
South 04°12'25"East- 578.03 feet;
THENCE continuing with the west right-of-way line of said Broadmoor Drive and with said
curve to the right in a southeasterly direction,an are length of 581.49 feet to a 5/8"YCIR set;
THENCE South 06037'35"West, a distance of 271.09 feet to the POINT OF BEGINNING
and containing a calculated area of 1,176,714 square feet or 27.014 acres of land.
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 18
The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
Exhibit"B"
Permitted Encumbrances
1. Terms,conditions and provisions to be contained in the Ground Lease dated
November 1,2016 between Fort Worth Housing Finance Corporation,as Landlord,and The
Broadmoor at Western Hills Ltd., as Tenant.
2. Memorandum of Ground Lease dated November 1,2016 by and between Fort
Worth Housing Finance Corporation,as Landlord,and The Broadmoor at Western Hills Ltd.,
as Tenant, recorded in the Real Property Records of Tarrant County, Texas.
3. Declaration of Land Use Restrictive Covenants by and between The
Broadmoor at Western Hills Ltd., Texas Department of Housing and Community Affairs,a
public and official agency of the State of Texas, Jones Lang LaSalle Multifamily, LLC and
City of Fort Worth to be recorded in the Real Property Records of Tarrant County, Texas.
4. Intercreditor Agreement dated November 1, 2016 by and among Tarrant
County Housing Finance Corporation,Amegy Bank,a division of ZB,National Association,
Navistone Broadmoor Instrument Purchaser LLC,and Bank of America,N.A.recorded in the
Real Property Records of Tarrant County, Texas.
5. Subordination Agreement dated November 1,2016 by and between Amegy
Bank,a division of ZB,National Association,and the City of Fort Worth,Texas recorded in
the Real Property Records of Tarrant County, Texas.
6. Subordination Agreement dated November 1,2016 by and between Bank of
America,N.A., and the City of Fort Worth,Texas recorded in the Real Property Records of
Tarrant County, Texas.
7. Regulatory Agreement and Declaration of Restrictive Covenants among
Tarrant County Housing Finance Corporation, Amegy Bank, a division of ZB, National
Association, and The Broadmoor at Western Hills Ltd.
8. Rights of tenants in possession,as tenai4s enly,
under any unfeeer-ded leases
of rental agfeements.
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 19
The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
9. The following as shown on plat recorded in/under Clerk's File No.
D216247626, Map/Plat Records, Tarrant County, Texas, and as shown on survey with
revision date ofl 1/02/2016, prepared by Stephen R. Glossup RPLS No. 5570 of Dunaway
and Associates and designated as Job No. B001998.001.
a. 26' Emergency Access easement over and across subject tract
b. 10' x 10'public open space easement near East property line
c. Drainage easement near approximate center of property
10. Easement, Right of Way and/or Agreement by and between Ryan Mortgage
Company and City of Fort Worth, by instrument dated 07/28/1986, recorded in/under
Volume 8695 ,Page 1281 ,Real Property Records,Tarrant County,Texas,and as shown on
plat recorded in/under Clerk's File No. D216247626, Map/Plat Records, Tarrant County,
Texas, and as shown on survey with revision date of 11/02/2016, prepared by Stephen R.
Glossup RPLS No. 5570 of Dunaway and Associates and designated as Job No.
B001998.001
11. Easement,Right of Way and/or Agreement by and between Wean Properties,
Incorporated and Texas Electric Service Company,by instrument dated 11/26/1968,recorded
in/under Volume 4671, Page 465, Real Property Records, Tarrant County, Texas, and as
shown on plat recorded in/under Clerk's File No.D216247626,Map/Plat Records,Tarrant
County, Texas, and as shown on survey with revision date of 11/02/2016, prepared by
Stephen R. Glossup RPLS No. 5570 of Dunaway and Associates and designated as Job No.
B001998.001.
privileges,12. All leases,grafft exeeptions of resefvations of coal,lignite,oil,gas and othe
minefals,together with all fights, and inununities relating thereto,
appearing in th
Public Reeer-ds of Tafrant County, Texas.
13. The location of the following as shown on survey with revision date of
10/31/2016 prepared by Stephen R.Glossup RPLS No.5570 of Dunaway and Associates and
designated as Job No. B001998.001:
a. Fences off North and West property lines
b. Power poles and lines, guys and guy wires, along/near South, West, and
North property lines
c. Telephone line across East portion of property
d. Guardrail near West property line
e. Asphalt paving extending from Shenandoah Road
f. Herbaceous Wetland
g. 5' set back line along property lines (except for East property line)
h. 20' set back line along East property line
14. Easement, Right of Way and/or Agreement by and between Land Rover and
City of Fort Worth, by instrument dated 08/11/2016, filed 09/09/2016, recorded in/under
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 20
The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
Clerk's File No.D2162 11154,Real Property Records,Tarrant County,Texas,and as shown
on plat recorded in/under Clerk's File No.D216247626,Map/Plat Records,Tarrant County,
Texas, and as shown on survey with revision date of 11/02/2016, prepared by Stephen R.
Glossup RPLS No. 5570 of Dunaway and Associates and designated as Job No.
B001998.001.
15. Leasehold Multifamily Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing with Joinder of Fee Owner dated November 1,2016,executed
by The Broadmoor at Western Hills Ltd., to Deidre Ward, Trustee for benefit of Tarrant
County Housing Finance Corporation, in the original principal sum of $26,750,000.00,
recorded in the Real Property Records, Tarrant County,Texas and assigned by Assignment
of Deed of Trust and Loan Documents dated November 1, 2016, from Tarrant County
Housing Finance Corporation to Navistone Broadmoor Instrument Purchaser LLC,recorded
in the Real Property Records, Tarrant County, Texas.
16. UCC Financing Statement naming The Broadmoor at Western Hills Ltd. as
Debtor,and Tarrant County Housing Finance Corporation,as Secured Party,recorded in the
Real Property Records, Tarrant County, Texas.
17. UCC Financing Statement naming The Broadmoor at Western Hills Ltd. as
Debtor,and Bank of America,N.A.,as Secured Party,recorded in the Real Property Records,
Tarrant County, Texas.
18. Leasehold Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing with Joinder of Fee Owner dated November 1,2016,executed
by The Broadmoor at Western Hills,Ltd.,to PRLAP,Inc. as Trustee for the benefit of Bank
of America, N.A., in the original principal sum of $8,856,930.00, recorded in the Real
Property Records, Tarrant County, Texas.
19. Encroachment License Agreement by and among the Fort Worth Housing
Finance Corporation, The Broadmoor at Western Hills Ltd.,and John Patty recorded in the
Real Property Records, Tarrant County, Texas.
LEASEHOLD DEED OF TRUST—HOME FUNDS Page 21
The Broadmoor at Western Hills Ltd. Rev. 11-1-2016
6routto�
STE WART TITLE GUARANTY COMPANY
CLOSING STATEMENT
CLOSING DATE: 11/03/2016 File p1500033105
Lessee: THE BROADMOOR AT WESTERN HILLS LTD.,a Texas limited partnership
PROPERTY: 2900 BROADMOOR DR.,FT WORTH,TEXAS
Lessor: FORT WORTH HOUSING FINANCE CORPORATION,a Texas housing finance corporation
Lessee Charge Lessee Credit Charge Description Lessor Charge Lessor Credit
Consideration:
2,650,000.00 Total Consideration-Ground Lease $2,650,000.00
Adjustments:
Purchase of Land from Land Rover,Ltd. $2,650,000.00
$2,650,000.00 Cash(X From) To Lessee
Cash XTo)(From)Lessor
$2,650,000.00 $2,650,000.00 Totals $2,650,000.00 $2,650,000.00
THE BROADMOOR AT WESTERN HILLS,a Texas limited partnership
Fort Worth Housing Finance Corporation,
By: The Broadmoor at Western Hills GP LLC,a Texas limited a Texas housing finance corporation
liability company,Its General Partner
By: Fort Worth Housing Finance Corporation,a Texas housing By. _
finance corporation,Its Sole Member Name: Aubrey Thagard
s Title: Assistant General Manager
By. r' .
Nadi".ubrey Thagard,
Title: Assistant General Manager
Stewart Title Guaranty
By: ¢
fiirry Barnett
_.___- _.._._ ___.___.____ _.......
(
STEWARTTITLE GUARANTY COMPANY I
CLOSING STATEMENT
(
CLOSING DATE:11/03/2016 RLE NO.:15000331058
PURCHASER: Fort Worth Housing Fimma Corporation,a Texas housing finance Corporation
SELLER: LAND ROVER,LTD.,a Tons
limited
rtnership
BORROWER: THE BROADMOORATWESTER HILLSLTD.,aTexas limned partnership
PROPERTY: 2900 BROADMOOR DR.,FT WORTH,TEXAS -
PURCHASE PRICE: $ 2,650,000.00
SELLER'S CHARGES AND DEDUCTIONS:
Earnest money deposittextension tees paid by purchaser $ 400,100.00
1/2 Escrow fee payable to Stewart Title Guaranty: $ 500.00
Commission to DL Properties $ 47,250.00 W
Commission to Texas Land Advisors LLC $ 111,750.00 W
Legal Fees to Miller Haney $ 6,797.25 W
TOTAL DEBITS: $ 566,397.25
SELLER CREDITS:
TOTAL CREDITS: $'
TOTAL AMOUNT DUE TO SELLER $ 2,0113,602,75
Total Land Value
BUYER/BORROWER CHARGES AND DEDUCTIONS:
Fees to StewartTitle Guaranty Company:
Owner's Premium Insuring the land:($2,650,000.00) $13,3115.00
Endorsements:
T-19.1 REM $1,338.50
T-19.2 Minerals $50.00
Survey Deletion $2,007.75
T-23 Amass $100.00
Leasehold Owner's Premium Insuring the land:($47,182,152.00) $123,892.OD
Endorsements:
T4 LeasehoW $0.00
T-19.1 REM $12,389.20
T-19.2 Minerals $50.00
Survey Deletion $18,583.80
T-241 Non-lmputatlon $6,194.60
T-23 Access $100.00
Loan Policy payable to to Stewart Title Guaranty 1st Lien(Insuring$28,000,000.00) $100.00
Endorsements:
T-5 Leasehold $0.00
T-19 REM $9,320.10
T-19.2 $0.00
Survey Deletion $0.00
T-23 Access $100.00
T-30 Tax Deletion $25.00
T-33 Adjustable Rate $20.00
T-36 EP $25.00
Loan policy payable to Stewart Title Guaranty 2rrd Lien(insuring$26,750,000.00) $100.00
Endorsements:
T-19 REM $9,120.10
T-19.2 $0.00
Survey Deletion $0.D0
T-23 Access $100.00
T-30 Tax Deletion $25.00
T-33 Adjustable Rate $20.0D
T-36 EP $25.00
Loan policy payable to StewartTRle Guaranty 2nd Uen(Insuring$559,481.00) $100.00
Endorsements:
T-19 REM $342.10
T-19.2 $0.00
Survey Deletion $0.00
T-23 Access $100.00.
T-30 Tax Deletion $25.OD
T-33 Adjustable Rate $20.00
T-36 EP $25.00
Date Down Endorsements$50.00 X 22 $1,100.00
Tax Certificate to Stewart Title Guaranty: $45.84
Closlhg/Escrow Fee to Stewart Title Company; $500.00
Estimated Recording Fee to Stewart Title Company. _ $1,750.00
State Guaranty Fee$3.00 per policy $15.00
[STATEMENT CONTINUED ON FOLLOWING PAGE]
Page 1 of 4
STEWART TITLE GUARANTY COMPANY
CLOSING STATEMENT
STEWART TYLE GUARANTY COMPANY
CLOSING STATEMENT
LENDER FEES:
Bink of America Fees
Bridge Loan Fee $85,894.30 W
Construction Manager Fee $267,500.00 W
Credit for Initial Deposit (S30,000.00)
Appraisal Fees and Revlew $1,220.00
Letter of Credh Upfront Fee $2,675.00
Letter of Credit Ongoing Fee $5,704.31
JLL/Freddle Mac Fees
Processing Costs $10,034.83
Origination Fee $200,625.00
Standby Fee $80,250.00
Construction Monitoring Fee $15,000.00
Credit for Initial Deposit -$49,750.00
Freddie Mac App Fee $26,750.00
Legal Fees:
Borrower Legal Fees to Broad&Cassel $179,499.50 W
Borrower Legal Fees to Ulmer&Berne LLP $22,219.95 W
Lender Legal Foes to Eaton Law $20,000.00 W
Lender Legal Fees to Miles Stockbridge $55,000.00 W
Lender Legal Fees of E-¢finer Norris&Neumann $20,000.00 W
Lender Legal Fees W Ballard Spahr $65,000.00 W
Lender Legal Fees to Nam,an Howell $91500.00 W
Lender Legal Fees to Norton Rose Fullbright/Keliy Hart $267,500.00 W
Borrower Legal Fees to Shackleford $90,000.00 W
FA Fee-FirstSouthwest•Hilltop Securities $73,500.00 W
Other Closing Costs;
Brunswick Insurance Companies $244,970,00 W
Project Closing Fees to Forth Worth Housing $7,500.00
NRP Holdings LLC Reimbursements $1,199,369.26
Open Invoices to Project Account $280,048.31 W
Permits&Tap Fees to Project Account $612,028.18 W
TCHFC Issuance Fee $75,000.00 W
Amegy-Trustee Fees $5,500.00 W
TCFIFC Applicetlon/Compliance/Annual Fees $26,750.00 W
TDHCA Fees to Project Account $61,645.00
Pne-Funded Loan Interest-Bond-to Project Account POC
NRP Reimbursement for Land Deposit $1001000.00
US Bancorp PDL Payoff $501,403.64 Ck
NRP Reimbursement for PDL Payoff ($501,403.64)
NRP-Developer Fee $205,689.06
FWHFC-Developer Fee $110,755.64
TOTAL DEBITS: $4,568,472.33
BUYER/BORROWER CREDITS: -
US Bancorp-Tax Credit Equity 1,942,219.67
Earnest Money - $400,100.00 -
FW HFC Equity $51.00
NPP Equity $49.00
Fiscal Agent-Project Amount 4,402,177.66 -
Fiscal Agent-COI Account 473,875.00
Bank of America-Bridge Loan
TOTALCREDITS: 7,218,472.33
AMOUNT DUE(TO/FROM)BUYER: $0.00
Page 2 of 4
STEWART TITLE GUARANTY COMPANY
CL051NG STATEMENT
Berrower understands the Closer or Escrow Agent on behalf of Stewart Title Guaranty Company-Stewart Title Guaranty Company-Commerical Services
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 Stewart Title Guaranty Company-Stewart
Title Guaranty-Commercial Services to make expenditures and disbursements as shown above and approve the same for payment.The undersigned also
aclamvledges receipt of the Loan funds and a receipt of a copy of dds Statement.
BORROWER:
PURCHASER: THE BROADNIOOR AT WESTERN HILLS LTD.,
a Texas limited partnership
FORT WORTH HOUSING FINANCE CORPORATION,
a Texas housing finance corporation By:The Broadmoor at Western Hills GP LLC,
a Texas limited liability company,
its general partner
b/Y1�`r By: Fort Worth housing Finance Corporation,
By, ,,,JJJ a Texas housing finance corporation,
its sole member
Name:Fernando Costal ///��
Title:General Manager By: / C.�/VL.RM.W lH/L--/
-- r
B, Name:Fernando Costa
Title: General Manager
ESCROW AGENT:
STEEWART TTPLE GUARANTY COMPANY
CLOSING OR ESCROW AGENT
Page 3 of 3
STEWART TITLE GUARANTY COMPANY
CLOSING STATEMENT
STEWART TITLE GUARANTY COMPANY
CLOSING STATEMENT
BORROWER:
THE BROADMOOR AT WESTERN HILLS LTD.,
o Tet.limiled pmeership
By:lie Bmadmq)r at West rn.Hills GP LLC,
a Texas lintitd liability mtnpuny,
it.general pan=
By:Fon Worth Housing Fi—Corporation,
a Tema homing g.n s mrporadoo,
its.1.member
ESCROW AGENT. By:
B Name:
STEF.\YA NT TITLE GUAR,\Nll'C:OMVANY Tide:
ey.
T'crq B.—
CLOSING OR W AGENT
[SIGNATURES CONTINUED ON FOLLOWING PAGE)
Page 3 of 4
STEWART TITLE GUARANTY COMPANY -
CLOSING STATEMENT
STEWART TITLE GUARANTY COMPANY
CLOSING'STATEMENT
Continued
SELLER'
LAND ROVER LTD.,
a Toms limited partnership
By:Texas Rover Realty,Inc.,
a Texas corporation,
its general r
By:
William Snider,Vice President
i
I
i
i
i
I
4
1
Page 4 of 4
Form T-2 Loan Policy of Title Insurance(Rev.1/3/14)
If you want information about coverage or need assistance to resolve complaints,please call our toll free number: 1-800-729-1902. If you make a claim under your
policy,you must furnish written notice in accordance with Section 3 of the Conditions. Visit our World Wide Web site at htto:l/www.stewart.com.
LOAN POLICY OF TITLE INSURANCE
ISSUED BY
STEWART TITLE GUARANTY COMPANY
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, STEWART TITLE GUARANTY COMPANY, 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.
Covered Risks continued on next page.
IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused this policy to be signed and sealed by its duly
authorized officers as of Date of Policy shown in Schedule A.
Countersigned by:
eWft
title guxanty company
AtrtK&O—mt t Counteystgrotwe Matt Morris
President and CEO
STEWART TITLE GUARANTY `
COMPANY
—DIRECT OPERATIONS
1717 Main Street, Suite 3500, trXp
Dallas, TX 75201 _ Denise C rraux
Secretary
Agent ID: 43NO78
File No.: 15000331058D
Page 1 of
Policy M-5967-000177634
Serial No.
COVERED RISKS CONTINUED FROM PAGE 1
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;
(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.
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.
File No.: 15000331058D Serial No.: M-5967-000177634 Page 2
Form T-2 Loan Policy of Title Insurance
(Rev.1!3!14)
EXCLUSIONS FROM COVERAGE CONTINUED FROM PAGE 2
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.
CONDITIONS
1. DEFINITION OF TERMS. (B) if the Indebtedness is evidenced by a "transferable
(a) "Amount of Insurance": the amount stated in Schedule A, as record,"the person or Entity who has"control"of the
may be increased or decreased by endorsement to this "transferable record,"as these terms are defined by
policy, increased by Section 8(b), or decreased by Section applicable electronic transactions law;
10 of these Conditions. (C) successors to an Insured by dissolution, merger,
(b) "Date of Policy": The date designated as"Date of Policy" in consolidation,distribution or reorganization;
Schedule A. (D) successors to an Insured by its conversion to
(c) "Entity": A corporation, partnership, trust, limited liability another kind of Entity;
company or other similar legal entity. (E) a grantee of an Insured under a deed delivered
(d) "Indebtedness': The obligation secured by the Insured without payment of actual valuable consideration
Mortgage including one evidenced by electronic means conveying the Title;
authorized by law, and if that obligation is the payment of a (1) If the stock, shares, memberships, or other
debt,the Indebtedness is the sum of: equity interests of the grantee are wholly-owned
(i) the amount of the principal disbursed as of Date of by the named Insured,
Policy; (2) If the grantee wholly owns the named Insured,
(ii) the amount of the principal disbursed subsequent to or
Date of Policy; (3) If the grantee is wholly-owned by an affiliated
(iii) construction loan advances made subsequent to Date Entity of the named Insured, provided the
of Policy for the purpose of financing in whole or in part affiliated Entity and the named Insured are both
the construction of an improvement to the Land or wholly-owned by the same person or Entity;
related to the Land that the Insured was and continued (F) any government agency or instrumentality that is an
to be obligated to advance at Date of Policy and at the insurer or guarantor under an insurance contract or
date of the advance; guaranty insuring or guaranteeing the Indebtedness
(iv) interest on the loan; secured by the Insured Mortgage, or any part of it,
(v) prepayment premiums, exit fees and other similar fees whether named as an Insured or not;
or penalties allowed by law; (ii) With regard to (A), (B), (C), (D) and (E) reserving,
(vi) expenses of foreclosure and any other costs of however, all rights and defenses as to any successor
enforcement; that the Company would have had against any
(vii) amounts advanced to assure compliance with laws or to predecessor Insured, unless the successor acquired the
protect the lien or the priority of the lien of the Insured Indebtedness as a purchaser for value without
Mortgage before the acquisition of the estate or interest Knowledge of the asserted defect, lien, encumbrance or
in the Title; other matter insured against by this policy.
(viii)amounts to pay taxes and insurance;and, (f) "Insured Claimant":an Insured claiming loss or damage.
(ix) reasonable amounts expended to prevent deterioration (g) "Insured Mortgage': the Mortgage described in paragraph 4
of improvements; but reduced by the total of all of Schedule A.
payments and by any amount forgiven by an Insured. (h) "Knowledge"or"Known":actual knowledge, not constructive
(e) "Insured":the Insured named in Schedule A. knowledge or notice that may be imputed to an Insured by
(i) The term"Insured"also includes: reason of the Public Records or any other records that
(A) the owner of the Indebtedness and each successor impart constructive notice of matters affecting the Title.
in ownership of the Indebtedness, whether the (i) "Land": the land described in Schedule A, and affixed
owner or successor owns the Indebtedness for its improvements that by law constitute real property. The term
own account or as a trustee or other fiduciary, "Land"does not include any property beyond the lines of the
except a successor who is an obligor under the area described in Schedule A, nor any right, title, interest,
provisions of Section 12(c)of these Conditions. estate or easement in abutting streets, roads, avenues,
File No.: 15000331058D Serial No.: M-5967-000177634 Page 3
Form T-2 Loan Policy of Title Insurance
(Rev.113/14)
CONDITIONS Continued
alleys,lanes,ways or waterways,but this does not modify or the lien, encumbrance, adverse claim or defect; (v) secure a
limit the extent that a right of access to and from the Land is release or other document discharging the lien, encumbrance,
insured by this policy. adverse claim or defect; or (vi) undertake a combination of (i)
(j) "Mortgage": mortgage, deed of trust, trust deed, or other through(v)herein.
security instrument, including one evidenced by electronic
means authorized by law. 4. PROOF OF LOSS.
(k) "Public Records":records established under state statutes at In the event the Company is unable to determine the amount of
Date of Policy for the purpose of imparting constructive loss or damage, the Company may, at its option, require as a
notice of matters relating to real property to purchasers for condition of payment that the Insured Claimant furnish a signed
value and without Knowledge.With respect to Covered Risk proof of loss. The proof of loss must describe the defect, lien,
5(d), "Public Records" shall also include environmental encumbrance or other matter insured against by this policy that
protection liens filed in the records of the clerk of the United constitutes the basis of loss or damage and shall state, to the
States District Court for the district where the Land is extent possible,the basis of calculating the amount of the loss or
located. damage.
(1) "Title":the estate or interest described in Schedule A. 5. DEFENSE AND PROSECUTION OF ACTIONS.
(m)"Unmarketable Title":Title affected by an alleged or apparent
matter that would permit a prospective purchaser or lessee (a) Upon written request the Insured, and subject the
of the Title or lender on the Title or a prospective purchaser options contained in Sections 3 and 7 of these Conditions,
the Company, at its own cost and without unreasonable
of the Insured Mortgage to be released from the obligation to
purchase, lease or lend if there is a contractual condition delay,shall provide for the defense of an Insured in litigation
requiring the delivery of marketable title. in which any third party asserts a claim covered by this
policy adverse to the Insured. This obligation is limited to
2. CONTINUATION OF INSURANCE. only those stated causes of action alleging matters insured
The coverage of this policy shall continue in force as of Date of against by this policy. The Company shall have the right to
Policy in favor of an Insured after acquisition of the Title by an select counsel of its choice (subject to the right of the
Insured or after conveyance by an Insured, but only so long as Insured to object for reasonable cause) to represent the
the Insured retains an estate or interest in the Land, or holds an Insured as to those stated causes of action. It shall not be
obligation secured by a purchase money Mortgage given by a liable for and will not pay the fees of any other counsel.The
purchaser from the Insured, or only so long as the Insured shall Company will not pay any fees, costs or expenses incurred
have liability by reason of warranties in any transfer or by the Insured in the defense of those causes of action that
conveyance of the Title.This policy shall not continue in force in allege matters not insured against by this policy.
favor of any purchaser from the Insured of either(i)an estate or (b) The Company shall have the right, in addition to the options
interest in the Land, or(ii) an obligation secured by a purchase contained in Sections 3 and 7, at its own cost, to institute
money Mortgage given to the Insured. and prosecute any action or proceeding or to do any other
act that in its opinion may be necessary or desirable to
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. establish the Title or the lien of the Insured Mortgage, as
The Insured shall notify the Company promptly in writing(i)in case insured, or to prevent or reduce loss or damage to the
of any litigation as set forth in Section 5(a) below, or (ii) in case Insured. The Company may take any appropriate action
Knowledge shall come to an Insured of any claim of title or interest under the terms of this policy,whether or not it shall be liable
that is adverse to the Title or the lien of the Insured Mortgage, as to the Insured. The exercise of these rights shall not be an
insured, and that might cause loss or damage for which the admission of liability or waiver of any provision of this policy.
Company may be liable by virtue of this policy. If the Company is If the Company exercises its rights under this subsection, it
prejudiced by the failure of the Insured Claimant to provide prompt must do so diligently.
notice, the Company's liability to the Insured Claimant under the (c) Whenever the Company brings an action or asserts a
policy shall be reduced to the extent of the prejudice. defense as required or permitted by this policy,the Company
Subject to the provisions of this policy, upon acquisition of all or may pursue the litigation to a final determination by a court
any part of the Title pursuant to the provisions of Section 2 of of competent jurisdiction and it expressly reserves the right,
these Conditions, when, after the Date of the Policy, the Insured in its sole discretion,to appeal from any adverse judgment or
notifies the Company as required herein of a lien, encumbrance, order.
adverse daim or other defect in Title insured by this policy that is
not excluded or excepted from the coverage of this policy, the 6. DUTY OF INSURED CLAIMANT TO COOPERATE.
Company shall promptly investigate the charge to determine (a) In all cases where this policy permits or requires the Company
whether the lien, encumbrance, adverse claim or defect or other to prosecute or provide for the defense of any action or
matter is valid and not barred by law or statute. The Company proceeding and any appeals, the Insured shall secure to the
shall notify the Insured in writing, within a reasonable time, of its Company the right to so prosecute or provide defense in the
determination as to the validity or invalidity of the Insured's claim action or proceeding, including the right to use, at its option,
or charge under the policy.If the Company concludes that the lien, the name of the Insured for this purpose.Whenever requested
encumbrance, adverse daim or defect is not covered by this by the Company, the Insured, at the Company's expense,
policy, or was otherwise addressed in the closing of the shall give the Company all reasonable aid (i) in securing
transaction in connection with which this policy was issued, the evidence, obtaining witnesses, prosecuting or defending the
Company shall specifically advise the Insured of the reasons for its action or proceeding, or effecting settlement, and (ii) in any
determination. If the Company concludes that the lien, other lawful act that in the opinion of the Company may be
encumbrance, adverse claim or defect is valid,the Company shall necessary or desirable to establish the Title, the lien of the
take one of the following actions: (i) institute the necessary Insured Mortgage, or any other matter as insured. If the
proceedings to clear the lien, encumbrance, adverse claim or Company is prejudiced by the failure of the Insured to furnish
defect from the Title as insured; (ii) indemnify the Insured as the required cooperation, the Company's obligations to the
provided in this policy; (iii) upon payment of appropriate premium Insured under the policy shall terminate, including any liability
and charges therefor, issue to the Insured Claimant or to a or obligation to defend, prosecute, or continue any litigation,
subsequent owner,mortgagee or holder of the estate or interest in with regard to the matter or matters requiring such
the Land insured by this policy, a policy of title insurance without cooperation.
exception for the lien,encumbrance,adverse daim or defect,said (b) The Company may reasonably require the Insured Claimant to
policy to be in an amount equal to the current value of the Land or, submit to examination under oath by any authorized
if a mortgagee policy, the amount of the loan; (iv) indemnify representative of the Company and to produce for examination,
another title insurance company in connection with its issuance of inspection and copying,at such reasonable times and places as
a policy(ies)of title insurance without exception for may be designated by the authorized representative of the
Company,all records, in whatever
File No.: 15000331058D Serial No.: M-5967-000177634 Page 4
Form T-2 Loan Policy of Title Insurance
(Rev.1/3/14)
CONDITIONS (Continued)
medium maintained, including books, ledgers, checks, 8. DETERMINATION AND EXTENT OF LIABILITY.
memoranda, correspondence, reports, e-mails, disks, tapes, This policy is a contract of indemnity against actual monetary
and videos whether bearing a date before or after Date of loss or damage sustained or incurred by the Insured Claimant
Policy, that reasonably pertain to the loss or damage. who has suffered loss or damage by reason of matters insured
Further, if requested by any authorized representative of the against by this policy.
Company,the Insured Claimant shall grant its permission, in (a) The extent of liability of the Company for loss or damage
writing,for any authorized representative of the Company to under this policy shall not exceed the least of:
examine, inspect and copy all of these records in the (i) the Amount of Insurance;
custody or control of a third party that reasonably pertain to (ii) the Indebtedness,
the loss or damage. All information designated as (iii) the difference between the value of the Title as insured
confidential by the Insured Claimant provided to the and the value of the Title subject to the risk insured
Company pursuant to this Section shall not be disclosed to against by this policy;or
others unless, in the reasonable judgment of the Company,it (iv) if a government agency or instrumentality is the Insured
is necessary in the administration of the claim. Failure of the Claimant,the amount it paid in the acquisition of the Title
Insured Claimant to submit for examination under oath, or the Insured Mortgage in satisfaction of its insurance
produce any reasonably requested information or grant contract or guaranty.
permission to secure reasonably necessary information from (b) If the Company pursues its rights under Section 3 or 5 and is
third parties as required in this subsection, unless prohibited unsuccessful in establishing the Title or the lien of the
by law or governmental regulation, shall terminate any Insured Mortgage,as insured,
liability of the Company under this policy as to that claim. (i) the Amount of Insurance shall be increased by 10%,and
(ii) the Insured Claimant shall have the right to have the loss
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; or damage determined either as of the date the claim
TERMINATION OF LIABILITY. was made by the Insured Claimant or as of the date it is
In case of a claim under this policy,the Company shall have the settled and paid.
following additional options: (c) In the event the Insured has acquired the Title in the manner
(a) To Pay or Tender Payment of the Amount of Insurance or to described in Section 2 of these Conditions or has conveyed
Purchase the Indebtedness. the Title, then the extent of liability of the Company shall
(i) to pay or tender payment of the Amount of Insurance continue as set forth in Section 8(a)of these Conditions.
under this policy together with any costs, attorneys'fees (d) In addition to the extent of liability under(a), (b) and (c), the
and expenses incurred by the Insured Claimant that Company will also pay those costs, attorneys' fees and
were authorized by the Company up to the time of expenses incurred in accordance with Sections 5 and 7 of
payment or tender of payment and that the Company is these Conditions.
obligated to pay;or
(ii) to purchase the Indebtedness for the amount of the 9. LIMITATION OF LIABILITY.
Indebtedness on the date of purchase,together with any (a) If the Company establishes the Title,or removes the alleged
costs, attorneys' fees and expenses incurred by the defect, lien or encumbrance, or cures the lack of a right of
Insured Claimant that were authorized by the Company access to or from the Land, or establishes the lien of the
up to the time of purchase and that the Company is Insured Mortgage, all as insured, or takes action in
obligated to pay. accordance with Section 3 or 7, in a reasonably diligent
When the Company purchases the Indebtedness, the manner by any method, including litigation and the
Insured shall transfer, assign, and convey to the completion of any appeals, it shall have fully performed its
Company the Indebtedness and the Insured Mortgage, obligations with respect to that matter and shall not be liable
together with any collateral security. for any loss or damage caused to the Insured.
Upon the exercise by the Company of either of the options (b) In the event of any litigation, including litigation by the
provided for in subsections (a)(i) or (ii), all liability and Company or with the Company's consent, the Company
obligations of the Company to the Insured under this policy, shall have no liability for loss or damage until there has been
other than to make the payment required in those a final determination by a court of competent jurisdiction,and
subsections, shall terminate, including any liability or disposition of all appeals,adverse to the Title or to the lien of
obligation to defend,prosecute,or continue any litigation. the Insured Mortgage,as insured.
(b) To Pay or Otherwise Settle With Parties Other than the (c) The Company shall not be liable for loss or damage to the
Insured or With the Insured Claimant. Insured for liability voluntarily assumed by the Insured in
(i) to pay or otherwise settle with other parties for or in the settling any claim or suit without the prior written consent of
name of an Insured Claimant any claim insured against the Company.
under this policy. In addition, the Company will pay any
costs, attorneys' fees and expenses incurred by the 10. REDUCTION OF INSURANCE; REDUCTION OR
Insured Claimant that were authorized by the Company TERMINATION OF LIABILITY.
up to the time of payment and that the Company is (a) All payments under this policy, except payments made for
obligated to pay;or costs, attorneys' fees and expenses, shall reduce the
(ii) to pay or otherwise settle with the Insured Claimant the Amount of Insurance by the amount of the payment.
loss or damage provided for under this policy, together However, any payments made prior to the acquisition of Title
with any costs,attorneys'fees and expenses incurred by as provided in Section 2 of these Conditions shall not reduce
the Insured Claimant that were authorized by the the Amount of Insurance afforded under this policy except to
Company up to the time of payment and that the the extent that the payments reduce the Indebtedness.
Company is obligated to pay. (b) The voluntary satisfaction or release of the Insured Mortgage
Upon the exercise by the Company of either of the options shall terminate all liability of the Company except as
provided for in subsections (b)(i) or (ii), the Company's provided in Section 2 of these Conditions.
obligations to the Insured under this policy for the claimed
loss or damage, other than the payments required to be 11. PAYMENT OF LOSS.
made, shall terminate, including any liability or obligation to When liability and the extent of loss or damage have been
defend,prosecute or continue any litigation. definitely fixed in accordance with these Conditions,the payment
shall be made within 30 days.
File No.: 15000331058D Serial No.: M-5967-000177634 Page 5
Form T-2 Loan Policy of Title Insurance
(Rev.1/3/14)
CONDITIONS(Continued)
12. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT. Arbitration pursuant to this policy and under the Rules shall be
(a) The Company's Right to Recover. binding upon the parties.Judgment upon the award rendered by
Whenever the Company shall have settled and paid a claim the Arbitrator(s) may be entered in any court of competent
under this policy, it shall be subrogated and entitled to the jurisdiction.
rights of the Insured Claimant in the Title or Insured
Mortgage and all other rights and remedies in respect to the 14. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE
claim that the Insured Claimant has against any person or CONTRACT.
property, to the extent of the amount of any loss, costs, (a) This policy together with all endorsements,if any,attached to
attorneys' fees and expenses paid by the Company. If it by the Company is the entire policy and contract between
requested by the Company, the Insured Claimant shall the Insured and the Company. In interpreting any provision
execute documents to evidence the transfer to the Company of this policy,this policy shall be construed as a whole.
of these rights and remedies. The Insured Claimant shall (b) Any claim of loss or damage that arises out of the status of
permit the Company to sue, compromise or settle in the the Title or lien of the Insured Mortgage or by any action
name of the Insured Claimant and to use the name of the asserting such claim,shall be restricted to this policy.
Insured Claimant in any transaction or litigation involving (c) Any amendment of or endorsement to this policy must be in
these rights and remedies. writing and authenticated by an authorized person, or
If a payment on account of a claim does not fully cover the expressly incorporated by Schedule A of this policy.
loss of the Insured Claimant, the Company shall defer the (d) Each endorsement to this policy issued at any time is made
exercise of its right to recover until after the Insured Claimant a part of this policy and is subject to all of its terms and
shall have recovered its loss, provisions. Except as the endorsement expressly states, it
(b) The Insured's Rights and Limitations. does not (i) modify any of the terms and provisions of the
(i) The owner of the Indebtedness may release or policy,(ii)modify any prior endorsement,(iii)extend the Date
substitute the personal liability of any debtor or of Policy or (iv) increase the Amount of Insurance. Each
guarantor, extend or otherwise modify the terms of Commitment, endorsement or other form, or provision in the
payment, release a portion of the Title from the lien of Schedules to this policy that refers to a term defined in
the Insured Mortgage, or release any collateral security Section 1 of the Conditions shall be deemed to refer to the
for the Indebtedness, if it does not affect the term regardless of whether the term is capitalized in the
enforceability or priority of the lien of the Insured Commitment,endorsement or other form, or Schedule.Each
Mortgage. Commitment, endorsement or other form, or provision in the
(ii) If the Insured exercises a right provided in (b)(i),but has Schedules that refers to the Conditions and Stipulations shall
Knowledge of any claim adverse to the Title or the lien of be deemed to refer to the Conditions of this policy.
the Insured Mortgage insured against by this policy, the
Company shall be required to pay only that part of any 15. SEVERABILITY.
losses insured against by this policy that shall exceed In the event any provision of this policy, in whole or in part, is
the amount, if any, lost to the Company by reason of the held invalid or unenforceable under applicable law, the policy
impairment by the Insured Claimant of the Company's shall be deemed not to include that provision or such part held to
right of subrogation. be invalid and all other provisions shall remain in full force and
(c) The Company's Rights Against Noninsured Obligors. effect.
The Company's right of subrogation includes the Insured's
rights against non-insured obligors including the rights of the 16. CHOICE OF LAW; FORUM.
Insured to indemnities, guaranties, other policies of (a) Choice of Law:The Insured acknowledges the Company has
insurance or bonds, notwithstanding any terms or conditions underwritten the risks covered by this policy and determined
contained in those instruments that address subrogation the premium charged therefor in reliance upon the law
rights. The Company's right of subrogation shall not be affecting interests in real property and applicable to the
avoided by acquisition of the Insured Mortgage by an obligor interpretation, rights, remedies or enforcement of policies of
(except an obligor described in Section 1(e)(i)(F) of these title insurance of the jurisdiction where the Land is located.
Conditions) who acquires the Insured Mortgage as a result Therefore,the court or an arbitrator shall apply the law of the
of an indemnity, guarantee, other policy of insurance, or jurisdiction where the Land is located to determine the
bond and the obligor will not be an Insured under this policy. validity of claims against the Title or the lien of the Insured
Mortgage that are adverse to the Insured,and in interpreting
13. ARBITRATION. and enforcing the terms of this policy. In neither case shall
Either the Company or the Insured may demand that the claim or the court or arbitrator apply its conflicts of laws principles to
controversy shall be submitted to arbitration pursuant to the Title determine the applicable law.
Insurance Arbitration Rules of the American Land Title (b) Choice of Forum:Any litigation or other proceeding brought
Association ("Rules"). Except as provided in the Rules, there by the Insured against the Company must be filed only in a
shall be no joinder or consolidation with claims or controversies state or federal court within the United States of America or
of other persons. Arbitrable matters may include, but are not its territories having appropriate jurisdiction.
limited to, any controversy or claim between the Company and
the Insured arising out of or relating to this policy, any service in 17. NOTICES,WHERE SENT.
connection with its issuance or the breach of a policy provision, Any notice of claim and any other notice or statement in writing
or to any other controversy or claim arising out of the transaction required to be given the Company under this Policy must be
giving rise to this policy.All arbitrable matters when the Amount given to the Company at P.O. Box 2029, Houston, Texas
of Insurance is $2,000,000 or less shall be arbitrated at the 77252-2029.
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.
File No.: 15000331058D Serial No.: M-5967-000177634 Page 6
Form T-2 Loan Policy of Title Insurance
(Rev.1/3/14)
Form T-2 Loan Policy of Title Insurance(Rev.113114)
Schedule A
SCHEDULE A
Name and Address of Title Insurance Company: Stewart Title Guaranty Company
P.O. Box 2029, Houston, TX 77252
File No.: 15000331058D Policy No.: M-5967-000177634
Loan No.:
Address for Reference only: 2900 Broadmoor Dr., Fort Worth, TX 76116
Amount of Insurance: $559,481.00 Premium: $125.00
Date of Policy: November 07, 2016
1. Name of Insured:
City of Fort Worth, a Texas municipal corporation
2. The estate or interest in the Land that is encumbered by the Insured Mortgage is:
Fee Interest and Leasehold Estate
3. Title is insured as vested in:
Fee: Fort Worth Housing Finance Corporation, a housing finance corporation organized and existing under the laws of
the State of Texas ("HFC")
Leasehold: The Broadmoor at Western Hills Ltd., a Texas limited partnership
4. The Insured Mortgage, and its assignments, if any, are described as follows:
Deed of Trust dated November 1, 2016, executed by The Broadmoor at Western Hills Ltd., a Texas limited partnership
to Vicki S. Ganske or Leann D. Guzman Trustee for the benefit of City of Fort Worth, a Texas municipal corporation in
the original principal sum of$ 559,481.00, recorded on November 7, 2016, under Clerk's File No. D21626215, Real
Property Records, Tarrant County, Texas.
5. The Land referred to in this policy is described as follows:
BEING a tract of land situated in the Hays Covington Survey,Abstract No. 256, City of Fort Worth, Tarrant County,
Texas, being all of Lot 1, Block 1, The Broadmoor at Western Hills, an addition to the City of Fort Worth according to
the plat recorded in County Clerk's Document Number D216247626, Plat Records, Tarrant County, Texas, being a
part of that certain tract of land described as Tract Seventeen II by deed to Land Rover, LTD., recorded in Volume
9806, Page 1448, Deed Records, Tarrant County, Texas, said tract of land being more particularly described by metes
and bounds as follows:
BEGINNING at a 5/8" iron rod with yellow cap stamped "DUNAWAY ASSOCIATES, LP" set, (hereinafter called 5/8"
YCIR) for the northeast corner of Lot 21, Block 19, Broadmoor, an addition to the City of Fort Worth, according to the
plat recorded in Volume 388-E, Page 20, Plat Records, Tarrant County, Texas, in the west right-of-way line of
Broadmoor Drive (a 60' width public right-of-way), recorded in Volume 3501, Page 127, Deed Records, Tarrant
County, Texas and the southeast corner of said Land Rover, LTD tract Seventeen 11;
THENCE North 83°16'28" West, departing the west right-of-way line of said Broadmoor Drive, with the north line of
said, Block 19, Broadmoor, a distance of 1,292.66 feet to a 5/8"YCIR set for the northwest corner of Lot 1, said Block
19, Broadmoor Addition, in the east line of Block 7, Western Hills Addition Section No. 1, an addition to the City of Fort
Worth, according to the plat recorded in Volume 388-43, Page 18, Plat Records, Tarrant County, Texas;
THENCE North 00°44'55" West, departing the north line of said Block 19, Broadmoor Addition, with the east line of
said Block 7, Western Hills Addition, a passing distance of 442.36 feet to the northeast corner of said Block 7,
Western Hills Addition, a passing distance of 632.17 feet to the northeast corner of Lot 5-R, Block 12, Western Hills
Addition, an addition to the City of Fort Worth, according to the plat recorded in Volume 388-98, Page 52, Plat
Records, Tarrant County, Texas, the southeast corner of Lot 1, Block 95, Western Hills Addition Section No. VII, an
File No.: 15000331058D STEWART TITLE
Form T-2 Loan Policy of Title Insurance(Rev.113114)Schedule A GUARANTY COMPANY
Page 1 of 3
Form T-2 Loan Policy of Title Insurance(Rev.1/3/14)
Schedule A
addition to the City of Fort Worth, according the plat recorded in Volume 388-45, Page 81, Plat Records, Tarrant
County, Texas, continuing with east line of said Lot 1, Block 95, Western Hills Addition for a total distance of 858.41
feet to a 3/4" iron rod found for the southwest corner of Lot D, Block 6, West Plaza Addition, an addition to the City of
Fort Worth, according to the plat recorded in Volume 388-44, Page 97, Plat Records, Tarrant County, Texas;
THENCE North 89°53'09" East, departing the east line of said Lot 1, Block 95, Western Hills Addition, with the south
line Lot D, Block 6, a distance of 341.49 feet to a 5/8" YCIR set for the southeast corner of said Lot D, Block 6, West
Plaza Addition;
THENCE South 10°08'15" East, departing the south line of said Lot D, Block 6, West Plaza Addition, a distance of
70.66 feet to a point from for the beginning of a non-tangent curve to the left, from which the radius point bears North
80°37'15" East, a distance of 60.00 feet, having a central angle of 257°49'56", a radius of 60.00 feet and a chord
bearing and distance of North 41'42'17" East- 93.37 feet;
THENCE with said non-tangent curve to the left in a northeasterly direction, an arc length of 270.00 feet to a 5/8"
YCIR set in the south line of said Lot B, Block 5, West Plaza Addition;
THENCE North 89°53'09" East, with the south line of said Lot B, Block 5, West Plaza Addition, a distance of
632.98feet to a 5/8"YCIR set for the southeast corner of said Lot B, Block 5, West Plaza Addition;
THENCE South 07°14'51" East, departing the south line of said Lot B, Block 5, West Plaza Addition and with the west
line of Lot A, Block 5, said West Plaza Addition, a distance of 155.71 feet to a point, from which a 1/2" iron rod found
bears South 67°51'51" East, a distance of 0.34 feet;
THENCE South 89°12'51" East, with the south line of said Lot A, Block 5, West Plaza Addition, a distance of 212.89
feet to a 5/8"YCIR set in the west right-of-way line of said Broadmoor Drive;
THENCE South 15°02'25" East, with the west right-of-way line of said Broadmoor Drive, a distance of 8.99 feet to a
1/2" iron rod found for the beginning of a curve to the right having a central angle of 21°40'00", a radius of 1,537.70
feet and a chord bearing and distance of South 04012'25" East-578.03 feet;
THENCE continuing with the west right-of-way line of said Broadmoor Drive and with said curve to the right in a
southeasterly direction, an arc length of 581.49 feet to a 5/8"YCIR set;
THENCE South 06037'35" West, a distance of 271.09 feet to the POINT OF BEGINNING and containing a calculated
area of 1,176,714 square feet or 27.014 acres of land, more or less.
6. This policy incorporates by reference those endorsements selected below:
❑ T-5(Leasehold Loan Policy Endorsement)
❑ T-17(Planned Unit Development)
p T-19(Restrictions, Encroachments, Minerals)
p T-19.2 (Minerals and Surface Damage)
❑ T-19.3(Minerals and Surface Damage)
❑ T-28 (Condominium)
❑ T-31 (Manufactured Housing) referring to manufactured housing unit serial number
❑ T-31.1 (Supplemental Coverage Manufactured Housing Unit)
p T-33(Variable Rate)
❑ T-33.1 (Variable Rate--Negative Amortization)
❑ T-35(Revolving Credit/Future Advance)
p T-36 (Environmental Protection Lien) Paragraph b refers to the following state statute(s): TEX. HEALTH & SAFETY CODE
§§361.194;TEX.HEALTH&SAFETY CODE§§342.007,342.008;TEX.LOCAL GOVT CODE§§214.0015(b), (d),and(e),
214.001;TEX. NAT. RES. CODE§134.150, if applicable
File No.: 15000331058D STEWART TITLE
Form T-2 Loan Policy of Title Insurance(Rev.1/3/14)Schedule A GUARANTY COMPANY
Page 2 of 3
Form T-2 Loan Policy of Title Insurance(Rev.1/3/14)
Schedule A
El T-39(Balloon Mortgage)
p T-42 (Equity Loan Mortgage) and subparagraph 2(f) of the Equity Loan Mortgage Endorsement set forth in Procedural
Rule P-44.C(2) ❑ is ❑ is not added.
❑ T-42.1 (Supplemental Coverage Equity Loan Mortgage)
❑ T-43 (Texas Reverse Mortgage)
px Section 13 of the Conditions of this policy,which relates to Arbitration, is hereby deleted.
File No.: 15000331058D STEWART TITLE
Form T-2 Loan Policy of Title Insurance(Rev.1/3/14)Schedule A GUARANTY COMPANY
Page 3 of 3
Form T-2 Loan Policy of Title Insurance(Rev.1/3/14)
Schedule B
SCHEDULE B
File No.: 15000331058D Policy No.: M-5967-000177634
EXCEPTIONS FROM COVERAGE
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):
a. Recorded in/under Clerk's File No. D216247626, Map/Plat Records, Tarrant County, Texas. (Provisions, if any,
based on race, color, religion, sex, handicap, familial status or national origins are nullified.)
b. As affected by Regulatory Agreement and Declaration of Restrictive Covenants by and among Tarrant County
Housing Finance Corporation,Amegy Bank, a division of ZB, National Association and The Broadmoor at
Western Hills Ltd., a Texas limited partnership, dated November 1, 2016, and recorded November 4, 2016,
under Clerk's File No. D216261304, Real Property Records, Tarrant County, Texas
2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any
overlapping of improvements.
19 Item 2 of Schedule B is hereby amended to read: "shortages in area".
3. 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 year.
0 Item 3 of Schedule B is hereby amended to delete: "and subsequent taxes and assessments by any taxing
authority for prior years due to change in land usage or ownership,"
0 Item 3 of Schedule B is hereby amended to add the following: "Company insures that standby fees, taxes and
assessments by any taxing authority for the year 2017 are not yet due and payable."
4. Liens and leases that affect the Title, 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. The following as shown on plat recorded in/under Clerk's File No. D216247626, Map/Plat Records, Tarrant
County, Texas, and as shown on survey with revision date of 11/02/2016, prepared by Stephen R. Glossup RPLS
No. 5570 of Dunaway and Associates and designated as Job No. B001998.001.
1) 26' Emergency Access easement over and across subject tract
2) 10' x 10' public open space easement near East property line
3) Drainage easement near approximate center of property
b. Easement, Right of Way and/or Agreement by and between Ryan Mortgage Company and City of Fort Worth, by
instrument dated 07/28/1986, recorded in/under Volume 8695, Page 1281, Real Property Records, Tarrant
File No.: 15000331058D STEWART TITLE
Form T-2 Loan Policy of Title Insurance(Rev.1/3/14)Schedule B GUARANTY COMPANY
Page 1 of 3
Form T-2 Loan Policy of Title Insurance(Rev.1/3/14)
Schedule B
SCHEDULE B
County, Texas, and as shown on plat recorded in/under Clerk's File No. D216247626, Map/Plat Records, Tarrant
County, Texas, and as shown on survey with revision date of 11/02/2016, prepared by Stephen R. Glossup RPLS
No. 5570 of Dunaway and Associates and designated as Job No. B001998.001.
c. Easement, Right of Way and/or Agreement by and between Wean Properties, Incorporated and Texas Electric
Service Company, by instrument dated 11/26/1968, recorded in/under Volume 4671, Page 465, Real Property
Records, Tarrant County, Texas, and as shown on plat recorded in/under Clerk's File No. D216247626, Map/Plat
Records, Tarrant County, Texas and as shown on survey with revision date of 11/02/2016, prepared by Stephen R.
Glossup RPLS No. 5570 of Dunaway and Associates and designated as Job No. B001998.001.
d. 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.
e. The location of the following as shown on survey with revision date of 11/02/2016, prepared by Stephen R.
Glossup RPLS No. 5570 of Dunaway and Associates and designated as Job No. B001998.001:
1) Fences off North and West property lines
2) Power poles and lines, guys and guy wires, along/near South, West, and North property lines
3) Telephone line across East portion of property
4) Guardrail near West property line
5) Asphalt paving extending from Shenandoah Road
6) Herbaceous Wetland
7) 5' set back line along property lines (except for East property line)
8) 20' set back line along East property line
f. Easement, Right of Way and/or Agreement by and between Land Rover and City of Fort Worth, by instrument
dated 08/11/2016, filed 09/09/2016, recorded in/under Clerk's File No. D216211154, Real Property Records,
Tarrant County, Texas, and as shown on plat recorded in Clerk's File No. D216247626, Map/Plat Records, Tarrant
County, Texas, and as shown on survey with revision date of 11/02/2016, prepared by Stephen R. Glossup RPLS
No. 5570 of Dunaway and Associates and designated as Job No. B001998.001.
g. Terms and Conditions of the Memorandum of Lease dated November 1, 2016 by and between Fort Worth Housing
Finance Corporation as Landlord and The Broadmoor at Western Hills Ltd., a Texas limited partnership as Tenant,
filed November 4, 2016, recorded under Clerk's File No. D216261302, Real Property Records, Tarrant County,
Texas.
h. Terms, conditions, provisions and stipulations of The Intercreditor Agreement by and among Tarrant County
Housing Finance Corporation (as Governmental Lender),Amegy Bank, a division of ZB, National Association (as
Fiscal Agent), Navistone Broadmoor Instrument Purchaser LLC (as Initial Funding Lender), Bank of America, N.A.,
(as Servicer), and Bank of America, N.A., (as bank), dated November 1, 2016, recorded November 7, 2016, under
Clerk's File No. D216262150, Real Property Records, Tarrant County, Texas.
i. Leasehold Multifamily Deed of Trust,Assignment of Rents, Security Agreement and Fixture Filing dated November
1, 2016, executed by The Broadmoor at Western Hills Ltd., a Texas limited partnership with joinder of Fort Worth
Housing Finance Corporation, to Deidre Ward, Trustee for benefit of Tarrant County Housing Finance Corporation,
a Texas housing finance corporation in the original principal sum of$26,750,000.00, recorded on November 4,
2016, under Clerk's File No. D216261305 Real Property Records, Tarrant County, Texas and assigned by
Assignment of Deed of Trust and Loan Documents from Tarrant County Housing Finance Corporation, a Texas
housing finance corporation to Navistone Broadmoor Instrument Purchaser LLC of even date therewith as
specified dated November 1, 2016, recorded November 7, 2016, under Clerk's File No. D216262147, Real
Property Records, Tarrant County, Texas.
File No.: 15000331058D STEWART TITLE
Form T-2 Loan Policy of Title Insurance(Rev.1/3/14)Schedule B GUARANTY COMPANY
Page 2 of 3
Form T-2 Loan Policy of Title Insurance(Rev.1/3/14)
Schedule B
SCHEDULE B
j. UCC Financing Statement naming Tarrant County Housing Finance Corporation, as Debtor and Amegy Bank, a
Division of ZB, National Association as Secured Party filed November 7, 2016, recorded in Clerk's File No.
D216262148, Real Property Records, Tarrant County, Texas.
k. Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing with Joinder of
Fee Owner dated November 1, 2016, executed by The Broadmoor at Western Hills, Ltd., a Texas limited
partnership to PRLAP, Inc., a Texas corporation as Trustee for the benefit of Bank of America, N.A., a national
banking association in the original principal sum of$8,856,930.00, recorded on November 7, 2016, under Clerks'
File No. D216262149, Real Property Records, Tarrant County, Texas.
I. Multifamily Leasehold Deed of Trust,Assignment of Rents, Security Agreement and Fixture Filing dated November
1, 2016, executed by The Broadmoor at Western Hills, Ltd., a Texas limited partnership to Steven R. Martens,
Esq, as Trustee for the benefit of Jones Lang LaSalle Multifamily, LLC, a limited liability company in the original
principal sum of$267,500.00, recorded on November 7, 2016, under Clerk's File No. D216262154, Real Property
Records, Tarrant County, Texas and assigned by Assignment of Security Instrument from Jones Lang LaSalle
Multifamily, LLC, a limited liability company to Federal Home Loan Mortgage Corporation of even date therewith
recorded November 7, 2016, under Clerk's File No. D216262155, Real Property Records, Tarrant County, Texas.
Company insures the insured against loss, if any sustained by the insured under the terms of this Policy if this item
is not subordinate to the lien of the insured mortgage.
m. Terms and Conditions of Subordination Agreement Governmental Entity by and between Amegy Bank, a Division
of ZB, National Association (Senior Mortgagee), and City of Fort Worth, Texas (Subordinate Mortgagee), dated
November 1, 2016, and recorded on November 7, 2016, under Clerk's File No. D216262151, Real Property
Records, Tarrant County, Texas.
n. Terms and Conditions of Subordination Agreement Governmental Entity by and between Bank of America, N.A., a
national banking association (Senior Mortgagee), and The City of Fort Worth, a Texas municipal corporation
(Subordinate Mortgagee), dated November 1, 2016, and recorded on November 7, 2016, under Clerk's File No.
D216262152, Real Property Records, Tarrant County, Texas.
o. Terms and Conditions of Encroachment License Agreement by and between the Fort Worth Housing Finance
Corporation, The Broadmoor at Western Hills Ltd., and John Patty dated October 17, 2016, and recorded on
November 4, 2016, under Clerk's File No. D216261303, Real Property Records, Tarrant County, Texas.
p. Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection
with improvements placed or to be placed upon the subject land. However, the Company does insure the insured
against loss, if any sustained by the Insured under this Policy if such liens have been filed with the County Clerk of
Tarrant County, Texas, prior to the date hereof.
Pending disbursement of the full proceeds of the loan secured by the lien instrument set forth under Schedule A
hereof, this policy insures only to the extent of the amount actually disbursed but increases as each disbursement
is made in good faith and without knowledge of any defect in or objections to the title up to the face amount of this
policy. Nothing contained in the paragraph shall be construed as limiting any exception under Schedule B, or any
printed provision of this policy.
q. Section 13 of the Conditions and Stipulations of this policy is hereby deleted.
File No.: 15000331058D STEWART TITLE
Form T-2 Loan Policy of Title Insurance(Rev.1/3/14)Schedule B GUARANTY COMPANY
Page 3 of 3
STEWART TITLE GUARANTY COMPANY
1. IMPORTANT NOTICE 1. AVISO IMPORTANTE
To obtain information or make a complaint: Para obtener informacion o para presentar una queja:
2. You may contact your title insurance agent at (817) 2. Usted puede comunicarse con su agente al: (817)
654-9907. 654-9907.
3. You may call Stewart Title Guaranty Company's toll- 3. Usted puede Ilamar al numero de telefono gratuito
free number for information or to make a complaint de Stewart Title Guaranty Company's para obtener
at: informacion o para presentar una queja al:
(800) 729-1902 1-800-729-1902
4. You may also write to Stewart Title Guaranty 4. Usted tambien puede escribir a Stewart Title
Company at P.O. Box 2029, Houston, TX Guaranty Company, P.O. Box 2029, Houston, TX
77252-2029 77252-2029
5. You may contact the Texas Department of Insurance 5. Usted puede comunicarse con el Departamento de
to obtain information on companies, coverage's, Seguros de Texas para obtener informacion sobre
rights or complaints at: companias, coberturas, derechos, o quejas al:
(800)252-3439 (800)252-3439
6. You may write the Texas Department of Insurance: 6. Usted puede escribir al Departamento de Seguros
de Texas a.-
P.O.
:P.O. Box 149104
Austin, TX 78714-9104 P.O. Box 149104
Fax: (512)490-1007 Austin,TX 78714-9104
Web: www.tdi.texas.gov Fax: (512)490-1007
E-mail: Cons umerprotectionOtdi.texas.gov Web: www.tdi.texas.gov
E-mail: Cons umerprotection0td!Ltexas.gov
7. PREMIUM OR CLAIM DISPUTES:
7. DISPUTAS POR PRIMAS DE SEGUROS O
Should you have a dispute concerning your premium RECLAMACIONES:
or about a claim, you should contact the (agent)
(company) (agent or the company) first. If the Si tiene una disputa relacionada con su prima de
dispute is not resolved, you may contact the Texas seguro o con una reclamation usted debe
Department of Insurance. comunicarse con (el agente) (la Compania) (el
agente o la Compania) primero. Si la disputa no es
8. ATTACH THIS NOTICE TO YOUR POLICY: resuelta, usted puede comunicarse con el
Departamento de Seguros de Texas (TDI).
This notice is for information only and does not
become a part or condition of the attached 8. ADJUNTE ESTE AVISO A SU POLIZA:
document.
Este aviso es solamente para proposito
informativos y no se convierte en parte o en
condicion del documento adjunto.
Texas Important Notice
3-2015
Form T,-19 Restrictions,Encroachments,Minerals Endorsement(Rev.1/3/14)
RESTRICTIONS, ENCROACHMENTS, MINERALS ENDORSEMENT (FORM T-19)
ENDORSEMENT ATTACHED TO AND MADE APART OF POLICY OF TITLE INSURANCE
SERIAL NUMBER M-5967-000177634
ISSUED BY
STEWART TITLE GUARANTY COMPANY
HEREIN CALLED THE COMPANY
1. The insurance provided by this endorsement is subject to the exclusions in Section 5 of this endorsement; and the Exclusions from
Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.
2. For the purposes of this endorsement only:
a. "Covenant"means a covenant,condition, limitation or restriction in a document or instrument in effect at Date of Policy.
b. "Improvement"means an improvement, including any landscaping lawn, shrubbery, or trees, affixed to either the Land or
adjoining land that by law constitutes real property.
c. "Private Right" means(i)an option to purchase; (ii)a right of first refusal; (iii)a right of prior approval of a future purchaser or
occupant; or(iv)a private charge or assessment.
3. The Company insures against loss or damage sustained by the Insured by reason of:
a. A violation of a Covenant that:
i. divests, subordinates, or extinguishes the lien of the Insured Mortgage,
ii. results in the invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage, or
iii. causes a loss of the Insured's Title acquired in satisfaction or partial satisfaction of the Indebtedness;
b. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies
the violation;
c. Enforced removal of an Improvement located on the Land at Date of Policy as a result of a violation, at Date of Policy, of a
building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B
of the policy identifies the violation;
d. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental
protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant
referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation; or
e. Enforcement of a Private Right in a Covenant affecting the Title at Date of Policy that:
i. results in the invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage, or
ii, causes a loss of the Insured's Title acquired in satisfaction or partial satisfaction of the Indebtedness.
4. The Company insures against loss or damage sustained by reason of:
a. An encroachment of:
i. an Improvement located on the Land, at Date of Policy, onto adjoining land or onto that portion of the Land subject to an
easement; or
ii. an Improvement located on adjoining land onto the Land at Date of Policy
unless an exception in Schedule B of the policy identifies the encroachment otherwise insured against in Sections 4.a.i or
4.a.ii; or
File No. 15000331058D
Form T-19 Restrictions,Encroachments,Minerals Endorsement(Rev.1/3/14)
Form T.19 Restrictions,Encroachments,Minerals Endorsement(Rev.1/3/14)
b. A final court order or judgment requiring the removal from any land adjoining the Land of an encroachment identified in
Schedule B;or
c. Damage to an Improvement located on the Land, at Date of Policy that is located on or encroaches onto that portion of the
Land subject to an easement excepted in Schedule B, which damage results from the exercise of the right to maintain the
easement for the purpose for which it was granted or reserved;or
d. Damage to an Improvement located on the Land on or after Date of Policy, resulting from the future exercise of a right to use
the surface of the Land for the extraction or development of minerals or any other subsurface substances excepted from the
description of the Land or excepted in Schedule B.
5. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses)
resulting from:
a. any Covenant contained in an instrument creating a lease;
b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;
c. except as provided in Paragraph 3.d, any Covenant relating to environmental protection of any kind or nature, including
hazardous or toxic matters,conditions,or substances;
d. contamination, explosion,fire,fracturing,vibration, earthquake or subsidence;or
e. negligence by a person or an Entity exercising a right to extract or develop minerals or other subsurface substances.
This endorsement is issued as part of the policy. Except as it expressly states, it does not(i)modify any of the terms and provisions of
the policy, (ii) modify any prior endorsements, (iii)extend the Date of Policy, or (iv)increase the Amount of Insurance. To the extent a
provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement
controls. Otherwise,this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.
Countersigned by:
stewaft
title guaranty companyL
•+✓ ,� '�'
lAuted C:tsuntrs�gri Matt Morris
President and CEO
STEWART TITLE GUARANTY ��
COMPANY "
—DIRECT OPERATIONS g
1717 Main Street, Suite 3500,
Dallas, TX 75201 ye Denise C rraux
Secretary
Agent ID: 43NO78
Endorsement E-5978-562326949
Serial No.
File No.15000331058D Page 2 of 2
Form T-19 Restrictions,Encroachments,Minerals Endorsement(Rev.1/3/14)
TX Minerals and Surface Damage Endorsement T-19.2
ENDORSEMENT ATTACHED TO AND
MADE A PART OF POLICY OF TITLE
INSURANCE SERIAL NUMBER
M-5967-000177634 ISSUED BY
STEWART TITLE GUARANTY COMPANY
HEREIN CALLED THE COMPANY
Order No.: 15000331058D
The Company insures the insured against loss which the insured shall sustain by reason of damage to improvements
(excluding lawns, shrubbery, or trees) located on the Land on or after Date of Policy resulting from the future exercise of
any right existing at Date of Policy to use the surface of the Land for the extraction or development of coal, lignite, oil,
gas or other minerals excepted or excluded on Schedule A, Item 2 or excepted in Schedule B. This endorsement does
not insure against loss resulting from subsidence.
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms
and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the
Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express
provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and
provisions of the policy and of any prior endorsements.
Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized countersignature.
Countersigned by: ��r
stewaC ✓"
title guaranty company ~.
Ai1rred Cotm[ gtuse u> Matt Morris
President and CEO
STEWART TITLE GUARANTY
COMPANY ;
-DIRECT OPERATIONS =
1717 Main Street, Suite 3500, r ,
Dallas, TX 75201 s °" Denise C rraux
Secretary
Agent ID: 43NO78
Endorsement
Serial No. E-5959-340525987
File No.15000331058D Page 1 of 1
T-19.2 End(Rev. 11/1/09)STG
ACCESS ENDORSEMENT(T-23)4/1/04
ENDORSEMENT ATTACHED TO AND
MADE A PART OF POLICY OF TITLE
INSURANCE SERIAL NUMBER
M-5967-000177634 ISSUED BY
STEWART TITLE GUARANTY COMPANY
HEREIN CALLED THE COMPANY
The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut
and have both actual vehicular and pedestrian access to and from Shenandoah Road (the "Street'), or (ii) the Street is
not physically open.
This endorsement is made a part of the policy. Except as it expressly states, it does not(i) modify any of the terms and
provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or(iv) increase the Amount of
Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of
this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions
of the policy and of any prior endorsements.
Countersigned by:
stewaft
title guaranty company
,4ctx?r Gettntersrture Matt Morris
President and CEO
STEWART TITLE GUARANTY
COMPANY =*
tangy
—DIRECT OPERATIONS _
1717 Main Street, Suite 3500, i w...
Dallas, TX 75201 Denise C rraux
Secretary
Agent ID: 43NO78
Endorsement
Serial No. E-5922-503362581
File No.15000331058D Page 1 of 1
Form T-23: Access Endorsement(4/1/04)STG
ACCESS ENDORSEMENT(T-23)411104
ENDORSEMENT ATTACHED TO AND
MADE A PART OF POLICY OF TITLE
INSURANCE SERIAL NUMBER
M-5967-000177634 ISSUED BY
STEWART TITLE GUARANTY COMPANY
HEREIN CALLED THE COMPANY
The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut
and have both actual vehicular and pedestrian access to and from Broadmoor Drive (the"Street"), or(ii) the Street is not
physically open.
This endorsement is made a part of the policy. Except as it expressly states, it does not(i) modify any of the terms and
provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or(iv) increase the Amount of
Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of
this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions
of the policy and of any prior endorsements.
Countersigned by:
eWft
title guaranty company ,p ~"
Aa ?rued Comler gnalwe Matt Morris
President and CEO
STEWART TITLE GUARANTY ,
COMPANY r- `-
— DIRECT OPERATIONS .. $ID it
ID
1717 Main Street, Suite 3500,
Dallas, TX 75201 Denise C rraux
Secretary
Agent ID: 43NO78
Endorsement
Serial No. E-5922-723599609
File No.15000331058D Page 1 of 1
Form T-23: Access Endorsement(4/1/04)STG
ACCESS ENDORSEMENT(T-23)4/1/04
ENDORSEMENT ATTACHED TO AND
MADE A PART OF POLICY OF TITLE
INSURANCE SERIAL NUMBER
M-5967-000177634 ISSUED BY
STEWART TITLE GUARANTY COMPANY
HEREIN CALLED THE COMPANY
The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut
and have both actual vehicular and pedestrian access to and from EI Retiro Road (the "Street"), or (ii) the Street is not
physically open.
This endorsement is made a part of the policy. Except as it expressly states, it does not(i) modify any of the terms and
provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or(iv) increase the Amount of
Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of
this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions
of the policy and of any prior endorsements.
Countersigned by:
stew ,C`
title guaranty company �f
Attitoct(:+ tttf sstte Matt Dorris
President and CEO
STEWART TITLE GUARANTY a
COMPANY = sx
— DIRECT OPERATIONS EXE, _.
1717 Main Street, Suite 3500, '''_ Denise C rraux
Dallas, TX 75201 Secretary
Agent ID: 43NO78
Endorsement
Serial No. E-5922-164367162
File No.15000331058D Page 1 of 1
Form T-23: Access Endorsement(4/1/04)STG
VARIABLE RATE MORTGAGE ENDORSEMENT(T-33)
ENDORSEMENT ATTACHED TO AND MADE A
PART OF POLICY NUMBER M-5967-000177634
ISSUED BY
STEWART TITLE GUARANTY COMPANY
HEREIN CALLED THE COMPANY
The Company insures the owner of the indebtedness secured by the insured mortgage against loss or damage
sustained by reason of:
1. The invalidity or unenforceability of the lien of the insured mortgage resulting from the provisions therein which
provide for changes in the rate of interest.
2. Loss of priority of the lien of the insured mortgage as security for the unpaid principal balance of the loan, together
with interest as changed in accordance with the provisions of the insured mortgage,which loss of priority is caused
by the changes in the rate of interest.
"Changes in the rate of interest", as used in this endorsement, shall mean only those changes in the rate of interest
calculated pursuant to the formula provided in the insured mortgage at Date of Policy.
This endorsement does not insure against loss or damage based upon (a) usury, or (b) any consumer credit protection
or truth in lending law.
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms
and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the
Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express
provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and
provisions of the policy and of any prior endorsements.
Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized countersignature.
Countersigned by:
s}
ewart
title guaranty company �✓_ �` ,
r
P+ tr C:ounternat�srrR Matt Morris
President and CEO
STEWART TITLE GUARANTY .
COMPANY _ r�
— DIRECT OPERATIONS
1717 Main Street, Suite 3500, EXa
Dallas, TX 75201 y"' Denise C rraux
Secretary
Agent ID: 43NO78
Endorsement
Serial No. E-5873-669344919
File No.15000331058D Page 1 of 1
T-33: Variable Rate Mortgage Endorsement(Rev.11-1-05)STG
ENVIRONMENTAL PROTECTION LIEN
ENDORSEMENT ATTACHED TO AND
MADE A PART OF POLICY OF TITLE
INSURANCE SERIAL NUMBER
M-5967-000177634 ISSUED BY
STEWART TITLE GUARANTY COMPANY
The insurance afforded by this endorsement is only effective if the land is used or is to be used primarily for residential
purposes.
The Company insures the insured against loss or damage sustained by reason of lack of priority of the lien of the
insured mortgage over:
(a) any environmental protection lien which, at Date of Policy, is recorded in those records established under
state statutes at the Date of Policy for the purpose of imparting constructive notice of matters relating to real
property to purchasers for value and without knowledge, or filed in the records of the clerk of the United
States district court for the district in which the land is located, except as set forth in Schedule B; or
(b) any environmental protection lien provided for by any state statute in effect at Date of Policy, except
environmental protection liens provided for by the following state statutes:
TEX. HEALTH &SAFETY CODE§361.194;
TEX. HEALTH &SAFETY CODE §§342.007, 342.008;
TEX. LOCAL GOVT CODE§§214.0015(b), (d), and (e), 214.001;
TEX. NAT. RES. CODE §134.150, if applicable
This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of any prior
endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of the
policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor
does it increase the face amount thereof.
Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized countersignature.
Countersigned by:
stewaft
title guaranty company
�4trtt' rett(,ountersagt� �,.,-,,�;
Matt Morris
President and CEO
STEWART TITLE GUARANTY
COMPANY
— DIRECT OPERATIONS
1717 Main Street, Suite 3500,
Dallas, TX 75201 `� Denise C rraux
Secretary
Agent ID: 43NO78
Endorsement
Serial No. E-5871-296319597
File No.15000331058D Page 1 of 1
T-36: Environmental Protection Lien Endorsement(Rev.9/95)STG