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Contract 47953
CITY2Er',FiLP C NTR Try kP- STATE OF TEXAS COUNTY OF TARRANT This contract ("Contract") is made and entered into by and between the City of Fort Worth, a Texas municipal corporation (hereafter "City"), and the Fort Worth Housing Finance Corporation, a Texas housing finance corporation (hereafter "Developer"). City and Developer may be referred to individually as a "Party" and jointly as "the Parties." The Parties state as follows: WHEREAS, City receives grant monies from the United States Department of Housing and Urban Development through the Community Development Block Grant ("CDBG") Program, Catalog of Federal Domestic Assistance No. 14.218; WHEREAS, a national objective of the CDBG Program is to benefit low and moderate income citizens including housing activities providing or improving permanent residential structures to be occupied upon completion by low and moderate income households in accordance with 24 CFR Part 570.208 (a) (3); WHEREAS, Developer proposes to use CDBG funds for land acquisition and closing costs for the development of a 219-unit multifamily, mixed income housing development in downtown Fort Worth, as further described in Exhibit "A" - Project Summary; NOW, THEREFORE, in consideration of the mutual covenants, obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated, the Parties understand and agree as follows: 1. INCORPORATION OF RECITALS. City and Developer hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 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 in accordance with Section 504 Requirements and all other applicable Federal accessibility requirements. The Required Improvements must contain 16 Accessible Units. Of these 16 Accessible Units, 11 must be accessible to individuals with mobility impairments, and the other 5 must be accessible to individuals with visual or hearing impairments. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX Page 1 Rev. 07.13.16 Affordable Units means housing units leased to CDBG Ehgible Households at Affordable Rent for the duration of the Performance Period. At least 55% of the total units in the project must be Affordable Units The Affordable Units are floating. Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit published annually by HUD, with applicable adjustment for the bedroom size of the relevant housing unit. Area Median Income or AMI means the median family income for the Fort Worth - Arlington metropolitan statistical area as set annually by HUD. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 20020-12-2011. CDBG means Community Development Block Grant. CDBG Funds means the CDBG grant funds supplied by City to Developer under the terms of this Contract. CDBG Regulations means regulations found at 24 CFR Part 570 et seq. CDBG Eligible Household means a household whose annual income adjusted for family size does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances. The definition of annual income to determine client income eligibility shall be the definition contained in 24 CFR Part 5.609, as amended from time to time. CDBG Requirements means (i) constructing the Required Improvements; and (ii) during the Performance Period, (a) managing and operating the project to ensure that at least 51% of units are leased to CDBG hhgible Households (b) collecting Tenant Documentation from all tenants; and (c) complying with all applicable provisions of the CDBG Regulations. City Requirements means (i) that Developer shall (a) manage and operate the project to ensure that 15 PSH Units are in compliance with Exhibit "L" - Requirements for Permanent Supportive Housing Units; (b) manage and operate the project to ensure that at least 55% of the units are leased to CDBG Ehgible Households (c) manage and operate the project to ensure that at least 16 of the units are Accessible Units; and (d) operate the project continuously during the Performance Period. Complete Documentation means the following documentation as applicable: • Exhibit F, Attachments I and II, with supporting documentation as follows: CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 2 Rev.07.13.16 o Proof of expense: copies of timesheets, invoices, leases, service contracts or other documentation showing the nature of the cost and that payment is due by Developer. o Proof of payment cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by Developer were actually paid by Developer. ® Other documentations (i) final lien releases signed by Developer's general contractor or subcontractors, if applicable; (ii) copies of all City permits and City -issued ` pass" inspections for such work (iii) documentation showing compliance with BDE or DBE bidding process for procurement or Contract activities, if applicable; (iv) proof of contractor, vendor or subcontractor eligibility as described in Section 6 6; and (v) any other documents or records reasonably necessary to verify costs spent and regulatory compliance for the project. • Complete Documentation shall meet the standards described in the attached Exhibit "J" - Standards for Complete Documentation Construction Completion means the substantial completion of the Required Improvements, as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any other applicable final inspection approval from the City. Completion Deadline means July 15, 2019. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means the deed of trust from Developer in favor of City covering the Property and securing the indebtedness evidenced therein as well as Developer's perfoimuance of the requirements of this Contract and of the CDBG Regulations, as the same may be extended, amended, restated, supplemented or otherwise modified from time to time. The form of the Deed of Trust is attached as part of Exhibit "E" - Loan Documents. Developer or FWHFC means Fort Worth Housing Finance Corporation. Director means the Director of the Neighborhood Services Department. Effective Date means July 18, 2016, the date the Developer closes on the purchase of the Property and the Loan Documents are dated. HUD means the United States Department of Housing and Urban Development IDIS means Integrated Disbursement Infouuation System, HUD's project tracking system. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 3 Rev.07.13.16 Loan Documents means security instruments, including without limitation the Promissory Note and Deed of Trust, or any other similar instruments evidencing, securing or guaranteeing City's interest in the project and further evidencing, securing, or guaranteeing Developer's performance of the CDBG Requirements and the City Requirements during the Performance Period, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Loan means the CDBG Funds provided to Developer by City in the foinnr of a subordinate forgivable, deferred payment loan under the teams of this Contract as more particularly described in the Loan Documents National Objective means a minimum of 51% of the units in the project will be Affordable Units upon completion and remain Affordable Units throughout the Perfolunance Period in accordance with 24 CFR Part 570.208 (a) (3). Neighborhood Services Department means the City's Neighborhood Services Department, created on February 17, 2015 in Ordinance No. 21651-02-2015. Performance Period means the 20 year period during which Developer will fulfill the CDBG Requirements, the City Requirements and continuously meet the National Objective, and will comply with all other terms and conditions of this Contract and the Loan Documents. The Perfotniance Period begins on the date that the use of the Required Improvements first meets the National Objective which, in City's sole satisfaction, establishes such date with reasonable certainty. P ermanent Supportive Housing Program or PSH Program means the combination of P SH Units and the accompanying supportive services provided by the Supportive Services Provider to the tenants of the PSH Units as further described in Exhibit "L" - Requirements for Permanent Supportive Housing Units P ermanent Supportive Housing Tenant means a tenant of the PSH Units. P ermanent Supportive Housmg Unit or PSH Unit means a housing unit for which supportive services are provided to assist homeless persons with disabilities to live independently as further described in Exhibit "L" - Requirements for Permanent Supportive Housing Units. The PSH Units may also be Affordable Units. This project contains 15 PSH Units Plans means the plans and specifications for the Required Improvements prepared by Developer's architect which have been delivered to and reviewed and approved by City, and any amendments and change orders thereto approved by City. Promissory Note means the note in the amount of the CDBG Funds executed by Developer payable to the order of City as the same may be extended, amended, restated, CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 4 Rev.07.13.16 supplemented or otherwise modified from time to time. The form of the Promissory Note is attached as part of Exhibit "E" - Loan Documents. Property means the land on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. Reimbursement Request means all reports and other documentation described in Section 10. Required Improvements or the project means all the improvements to the Property for use as a mixed income, multifamily complex, together with all fixtures, tenant improvements, if any, and appurtenances now or later to be located on the Property and/or in such improvements The multifamily complex located on the Property will be commonly known as the Airporter (sometimes referred to herein as "the building"). The street address of the pioJect is 904 E Weatherford, Fort Worth, Texas 76102. Section 504 Requirements means the requirements of Section 504 of the Rehabilitation Act of 1973 (29 USC 794 et seq.) and 24 CFR Part 8. Section 504 prohibits recipients of federal funds from excluding any qualified persons from participating or receiving benefit from, any federally -funded program or activity based solely on the person's disability. Subordination Agreement means the subordination agreement among Developer's lender(s), Developer and City outlining the relative priorities of the loan(s) and the City's Loan for the project. Supportive Services Provider or SSP means the service provider retained by FWHFC at its costs to provide supportive services to the PSH Tenants as further described in Exhibit "L" - Requirements for Permanent Supportive Housing Units. Tenant Documentation means any documentation allowed under the definition of annual income in 24 CFR Part 5.609 sufficient to show that a tenant is a CDBG Eligible Household. Documentation may include but is not limited to copies of paychecks, Social Security and disability verification letters, interest or rental income statements, retirement income statements, child support and alimony verification, unemployment benefit letters, and the like for initial tenant income eligibility verifications, and the tenant income verification required every 6th year of the Performance Period. Documentation for tenant income eligibility verifications for other than the initial lease and the 6th year of the Performance Period shall be a City -approved income self -certification form attached hereto as Certification of Income Statement attached hereto as part of Exhibit "G" Documentation of CDBG Requirements. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 5 Rev.07.13.16 3. TERM. 3.1 Term of Contract. The term of this Contract begins on the Effective Date and terminates on the earlier of (i) 3 years or (ii) the date that City determines in its sole discretion that the Required Improvements have met the National Objective, unless earlier terminated as provided in this Contract. 3.1.1 Extension of Contract. This Contract may be extended for 1 year upon Developer submitting a request for an extension in writing at least 60 days prior to the end of the Contract term. The request for an extension shall include the reasons for the extension and Developer's anticipated budget, construction schedule and goals for the extended teuir. It is specifically understood that it is within City's sole discretion whether to approve or deny Developer's request for an additional term. Any such extension shall be in the form of an amendment to this Contract. 3.2 Term of Loan. The term of the Loan shall commence on the date of the Promissory Note and terminates at the expiration of the Performance Period so long as the terms and conditions of this Contract and the Loan Documents have been met 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide CDBG Funds. City shall provide up to $2,200,000 00 of CDBG Funds in the foil of the Loan for eligible expenses under the tei tns and conditions of this Contract and the Loan Documents. 4.2 City Will Monitor. City will monitor the activities and performance of Developer and any of its contractors, subcontractors or vendors throughout the Performance Period, but no less than annually. Monitoring by City will include monitoring whether Developer is meeting the National Objective and complying with the CDBG Requirements and the City Requirements during the Perfoinuance Period. 5. DUTIES AND RESPONSIBILITIES OF DEVELOPER. 5.1 Construction of Required Improvements Developer will complete the Required Improvements as described in Exhibit "A" - Project Summary in accordance with the Plans, the schedule set forth in Exhibit ` C" - Construction and Reimbursement Schedule, and the teens and conditions of this Contract. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 6 Rev.07.13.16 5.2 Use of CDBG Funds. 5.2.1. Compliance with CDBG Regulations and Contract. Developer shall be reimbursed for eligible project costs with CDBG Funds only if City determines in its sole discretion that: 5.2.1.1 Costs are eligible expenditures in accordance with CDBG Regulations 5.2.1.2 Costs are in compliance with this Contract and are reasonable and consistent with industry noiiiis. 5.2.1.3 Complete Documentation, as applicable, is submitted by Developer. 5.2.2. Budget. Developer agrees that CDBG Funds will be paid in accordance with Exhibit - Budget and Exhibit "C" - Construction and Reimbursement Schedule. Developer may increase or decrease line item amounts in the Budget with the Director's prior written approval, which approval shall be in the Director's sole discretion Any such increase or decrease in line items in the Budget shall comply with Section 5.2.1 and Exhibit "A" - Project Summary, and shall not increase the total amount of CDBG Funds. 5.2.3 Change in Budget. 5.2.3.1 Developer will notify City promptly of any additional funds it receives for construction of the project, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. 5.2.3.2 Developer agrees to utilize the CDBG Funds to supplement rather than supplant funds otherwise available for the project. 5.3 Payment of CDBG Funds to Developer. CDBG Funds will be disbursed to Developer upon City's approval of Developer's Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. It is expressly agreed by the Parties that any CDBG Funds not reimbursed to Developer upon completion of the Required Improvements shall remain with City. 5.4 Identify Proiect Expenses Paid with CDBG Funds. Developer will keep accounts and records in such a manner that City may readily identify and account for project expenses reimbursed with CDBG Funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 7 Rev.07.13.16 5.5 Acknowledgement of City Payment of CDBG Funds. Within 90 days of Completion, Developer shall sign an acknowledgement that City has paid all CDBG Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying with specificity all or any portion of the CDBG Funds that City has not paid to Developer. After receipt of said document, City shall determine if City has any further obligation under the terns herein to pay Developer any more CDBG Funds. Developer and City agree to work together in good faith to determine if any further CDBG Funds are due to Developer, but City in its sole discretion shall make the final determination as to whether any such CDBG Funds are still due after consideration of Developer's perfounance of its obligations under this Contract including Developer's perfounance of the CDBG Requirements and the City Requirements 5.6 Security for City's Interest and Developer's Performance. To secure City's interest in the Required Improvements and the performance of the CDBG Requirements, the City Requirements and any of Developer's other obligations hereunder, including meeting the National Objective, Developer shall execute the Loan Documents and record the Deed of Trust encumbering the Property prior to having any construction materials delivered to the Property or commencing any work on the Required Improvements No CDBG Funds will be paid or reimbursed until the Loan Documents are executed and the Deed of Trust is recorded. 5.6.1 Loan Terms and Conditions. Developer will be required to: 5.6.1.1 Execute the Promissory Note and Deed of Trust, along with any other Loan Documents required by City. 5.6.1.2 Provide 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 at least 1 business day before closing. 5.6.1.5 Ensure City's lien is subordinate only to loans approved by the City through a Subordination Agreement City agrees to execute any required Subordination Agreement(s), intercreditor agreements or other documents required, in the City's sole discretion, for the project. City must approve in writing any secured financing for the project that is to be subordinate to the Loan. 5.6.1.6 The tent' of the Loan shall be as specified in Section 3 2 CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 8 Rev.07.13.16 5.6.1.7 No interest shall accrue on the Loan provided that Developer complies with the terms and conditions of the Loan Documents 5.6.1.8 The Loan is a forgivable deferred payment loan. Repayment of the CDBG Funds will only be required if (i) the project located on the Property which was acquired with the CDBG Funds does not benefit CDBG Eligible Households and meet the National Objective during the Performance Period, (ii) Developer does not meet the CDBG Requiiements or the City Requirements during the Performance Period, or (iii) Developer does not otherwise comply with the terms of this Contract, the Loan Documents, or the CDBG Regulations. If repayment is requited, Developer must, at City's election in its sole discretion, either (i) repay City the total amount of the CDBG Funds, or (ii) pay to City the fair market value of the Property as set by a current appraisal less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, and improvements to, the Property. 5.6.1.9 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract or the CDBG Regulations including but not limited to complying with the CDBG Requirements or the City Requirements, or meeting the National Objective The Deed of Trust shall secure both repayment of the CDBG Funds, if required, and perfoiivance by Developer of its obligations under this Contract and the requirements of the CDBG Regulations during the Perfoiniance Period. 5.6.1.10 Except for conversion to the permanent loan with Developer's permanent lender, refinancing of the Loan or any subordinate financing (other than that approved herein or otherwise by City), shall require City's prior written approval for the purpose of ensuring that the National Objective will continue to be met as well as comphance with the CDBG Requirements and the City Requirements. City s approval of refinancing of the Loan or approval of any subordinate financing shall not be unreasonably conditioned or withheld. 5.6.1.11 Failure by Developer to comply with this Section 5.6 will be an event of default under this Contract and the Loan Documents. 5 7 CDBG Requirements, Citv Requirements and the National Objective. Developer shall ensure that it complies with the CDBG Requirements and the CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 9 Rev.07.13.16 City Requirements and that the National Objective is met throughout the Performance Period. 5.8 CDBG Requirements, City Requirements and the National Objective Survive Transfer. Any sale or transfer of the Property during the Perfotnuance Period, excluding a transfer due to condemnation or to obtain utility services, will require that the new owner or transferee assume in writing Developer's obligations under this Contract to meet the National Objective and comply with the CDBG Requirements and the City Requirements Failure of the new owner or transferee to assume all of Developer's obligations under this Contract will result in termination of the Contract and Developer must repay City in accordance with the provisions of Section 5.6.1.8 within 30 days of termination under this Section. If such sale or transfer takes place after the termination of this Contract but before the end of the Performance Period, the new ownei or transferee must assume all of Developer's obligations under this Contract that survive its termination as set forth herein including but not limited to complying with the CDBG Requirements and City Requirements, and meeting the National Objective If the new owner or transferee does not assume Developer's surviving obligations hereunder, then Developer must repay City in accordance with the provisions of Section 5 6 1 8 within 30 days of written notice by City or City may pursue any of its remedies under this Contract or the Loan Documents 6. CONSTRUCTION. 6.1. Construction Schedule Developer will construct the Required Improvements in accordance with the schedule set forth in the attached Exhibit "C" - Construction and Reimbursement Schedule. Developer shall not begin construction of the Required Improvements until City sends a Notice to Proceed. Developer's failure to meet the Construction Schedule shall be an event of default. Developer may not change the Construction Schedule without the Director's prior written approval, which approval shall be in the Director's sole discretion 6.1.1 Construction Inspections. The construction of the Required Improvements must pass a Neighborhood Services Department Minimal Acceptable Standard Inspection, a HUD Compliance Inspection and any other applicable HUD -required inspections during the construction period, along with any applicable City final inspection approval at the completion of construction of the Required Improvements. 6.2 Applicable Laws, Building Codes and Ordinances. The Plans for the Required Improvements shall (i) conform to all applicable federal, state, City and local laws, ordinances, codes, rules and regulations, including the CDBG Regulations; (ii) meet all City building codes, and (iii) cannot deviate from the items approved as part of the Environmental Review Record required by 24 CFR Part 58 as more particularly described in Section 8 1 and in Exhibit "A' - Project Summary. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 10 Rev.07.13.16 6.3 Property Standards During Construction. Developer shall comply with the requirements as relates to City's property standards as well as all applicable accessibility standards for the Required Improvements. Developer shall comply with the requirements of 24 CFR 570.614 and Section 504 Requirements prescribing standards for the design, construction or alteration of any building or facility intended to be accessible to the public or which may result in the employment of handicapped persons therein. If applicable, Developer must submit Texas Department of Licensing and Regulation ("TDLR") certificates for compliance with TDLR's accessibility standards at Completion. 6.4 Lead -Based Paint Requirements. If applicable, Developer will comply with Federal lead -based paint requirements including lead screening in housing built prior to 1978 in accordance with 24 CFR Part 570.608 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair and Painting Program Final Rule, 40 CFR Part 745, in any construction and/or rehabilitation of the Required Improvements. 6.5 Approval of Plans by City Not Release of Responsibility. Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the responsibility or liability of Developer or any of its architects, contractors or subcontractors, or their respective officers, agents, employees and lower tier subcontractors, for the accuracy or the competency of the Plans, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other related documents; or (ii) an assumption of any responsibility or liability by City for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and specifications or other related documents by Developer or any of its architects, contractors or subcontractors, and their respective officers, agents, employees and lower tier subcontractors. 6.6 Contractor, Vendor and Subcontractor Requirements. Developer will use commercially reasonable efforts to ensure that all contractors or vendors utilized by Developer or subcontractors utilized by Developer's general contractor are appropriately licensed and such licenses are maintained throughout the construction of the Required Improvements and the operation of the project when applicable. Developer shall ensure that all contractors utilized by Developer, subcontractors utilized by Developer's general contractor in the construction of the Required Improvements, or vendors utilized by Developer in the operation of the project are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by the City, the State of Texas, or the Federal government. For purposes of this Contract, the term "vendors" does not include suppliers or materialmen. Developer acknowledges that 2 CFR Part 200 forbids Developer from hiring or continuing to employ any contractor, subcontractor or vendor that is listed on the Federal System for Award Management, www.sam.gov ("SAM"). Developer must confirm by search of SAM that all contractors, subcontractors or vendors are not listed by SAM as being debalTed, both prior to hiring and prior to submitting a Reimbursement CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 11 Rev.07.13.16 Request which includes invoices from any such contractor, subcontractor, or vendor. Failure to submit such proofs of search shall be an event of default. In the event that City determines that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed Developer or Developer's general contractor shall immediately cause such contractor, subcontractor or vendor to immediately stop work on the project and Developer shall not be reimbursed for any work performed by such contractor, subcontractor or vendor. However this Section should not be construed to be an assumption of any responsibility or liability by City for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to the SAM shall survive the termination of this Contract and be applicable for the length of the Performance Period. 6.7 Furnish Complete Set of "As Built" Plans. Developer shall finish City a complete set of "as built" plans for the Required Improvements at completion of construction after all final approvals have been obtained. 7. TENANT AND LEASE REOUIREMENTS: PROPERTY STANDARDS DURING PERFORMANCE PERIOD. 7.1 Income Eligibility. Developer must use the definition of annual income used by 24 CFR 5.609 to establish tenant income eligibility. Developer shall use the most current HUD Income Guidelines. Developer shall maintain Tenant Documentation sufficient to show that the Affordable Units are occupied by CDBG Eligible Households This Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Performance Period. 7.2 Income Verification. 7.2.1 Developer must verify that all tenants of Affordable Units are CDBG Eligible Households with full Tenant Documentation at the time the imtial lease for an Affordable Umt 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 Affordable 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 CDBG Eligible Households with full Tenant Documentation every 6th year of the Performance Period. 7.2.3 Developer must maintain copies of Tenant Documentation as required under this Contract. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 12 Rev.07.13.16 7.2.4 City will review Tenant Documentation during the Performance Period as part of its monitoring. 7.3 Tenant Lease. 7.3 1 Developer shall submit to City the form of its tenant lease prior to leasing the first Affordable Unit and every time a change is made to the lease thereafter. Such lease shall comply with the provisions of 24 CFR Part 92.253 regarding the following issues: 7.3.1.1 Length of lease teiin shall not exceed 2 years and may not be shorter than 1 yeai for the initial lease teen. If the lease is renewed, tenant and landlord may agree to a longer or shorter teen. 7.3.1.2 Lease may not include agreement by tenant to allow landlord to take, hold or sell tenant's personal property without notice and a court decision on the rights of the parties. 7.3.1.3 Lease may not include agreement by the tenant to excuse owner or owner's agents from responsibility for any action or failure to act, whether intentional or negligent acts. 7.3.1.4 Lease may not authorize landlord to institute a lawsuit without notice to the tenant 7.3.1.5 Lease may not include agreement by tenant to waive a jury trial or right of appeal. 7.3.1.6 Lease may not include an agreement by tenant to pay legal costs of court proceeding even if the tenant prevails in those proceedings regardless of outcome 7.3.1.7 Lease may not include an agreement by the tenant to be sued, to admit guilt or to a judgment in favor of the owner in a lawsuit brought in connection with the lease 7.3.1.8 Lease may not include an agreement by the tenant that the owner may evict the tenant or household members without instituting civil court proceedings in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties. 7.3.1.9 Lease may not include an agreement by the tenant to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 13 Rev.07.13.16 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 Affordable Units. Developer may not terminate the tenancy of a CDBG Eligible Household in an Affordable Unit except for serious or repeated violation of the terms and conditions of the lease for violation of applicable federal, state or local laws or for other good cause. Good cause does not include an increase in the income of the CDBG Eligible 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 tentnination of tenancy. 7.3.3 Revised Lease Forms. Developer shall provide City copies of revised lease foitns within 30 days of any change to its lease foain. All changes to Developer's lease four shall comply with the requirement of Section 7 3 1 7.4 Tenant Household Characteristics. 7.4.1 Developer shall provide City with the information about the household characteristics of the first tenant renting an Affordable Unit in accordance with Exhibit "G" - Documentation of CDBG Requirements 7.4.2 At City's request, Developer shall provide demographic information on all tenants in the project in order to show compliance with Section 7.7 during the Perfonnance Period. 7.5 Tenant Rent 7.5.1 Rents charged to tenants of the Affordable Units are subject to 24 CFR 92.252 (a) and (b) and are subject to review and approval by City at initial lease up and prior to any rent increases. Under no circumstances may the maximum rent charged to tenants of Affordable Units exceed the High Home Rent. Developer agrees to abide by HUD -approved schedules of HOMF rent levels and the locally adopted utility allowances published annually by the Fort Worth Housing Solutions. 7.5.2 City shall provide Developer with infonntation on updated HOME rent limits so that rents may be adjusted (not to exceed the maximum HOMb, rent limits). Developer shall provide City annually with information on rents and occupancy of the Affordable Units to demonstrate compliance with 24 CFR Part 92.252 (a) and (b). City shall review the rents for compliance and approve or disapprove them every year. 7.5.3 Any increase in rents for the Affordable Units is subject to the provisions of any outstanding leases for said units. Developer shall provide tenants of the CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 14 Rev.07.13.16 Affordable Units with not less than 30 days prior written notice before implementing any increase in cents. 7.6 Tenant Selection. Within 90 days of the bffective Date, Developer must submit to City for City's approval Developei'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 chronological order of their application, insofar practicable; in the as is 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 umt in the project. 7.6.4 The tenant selection policy must address non-discrimination and affumnative marketing as discussed in Section 7 7 7.6.5 Developer must market Accessible Units in the following order: 7.6.5.1 Within the project to persons requiring an accessible unit. 7.6.5.2 To persons on the waiting list requiring an accessible unit. 7.6.5.3 To the general community for persons requiring accessible unit. 7.6.5.4 To persons that do not require an accessible unit. 7.6.6 The tenant selection policy must (i) address the lease requirements described in Section 7.3, (ii) address managing Affordable Unit requirements, and (iii) must comply with state and local tenant/landlord laws. 7.7 Affirmative Marketing. Developer must adopt and implement affii native marketing procedures as required by 24 CFR 92.351 if the project involves the construction of 5 or more Affordable Units. The procedures and requirements must include methods for infoimning CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 15 Rev.07.13.16 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 fiom 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 Affordable Units and the project sufficient to enable City to assess the results of the affirmative marketing. 7.8 Property Inspections During Initial Lease -Up of Affordable Units; Annual Inspections of Affordable Units. City shall inspect units in the project before they are placed into service. City shall inspect the Affordable Units prior to a CDBG Eligible Household occupying such unit to ensure that each Affordable Unit meets the appropriate standards. Thereafter, City will inspect each Affordable Unit annually or a representative sample of Affordable Units 7.9 Project Maintenance and Inspections During Performance Period. Developer shall ensure that the project is maintained in accordance with all applicable HUD property standards for the duration of the Performance Period, which at a minimum shall be those property standards required in 24 CFR Part 92. City will verify maintenance of the project to these standards through on -site inspections every year. 8. ADDITIONAL REOUIREMENTS. Developer agrees to comply with all requirements of the CDBG Program as stated in the CDBG Regulations, including, but not limited to the following: 8.1 Environmental Review. Funds will not be paid, and costs cannot be incurred until City has conducted and completed an Environmental Review Record as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions including if applicable property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance. Any violation of this provision will (i) cause this Contract to terminate immediately; (ii) require Developer to repay City in accordance with the provisions of Section 5 6 1 8 CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 16 Rev.07.13.16 within 30 days of tennination under this Section; and (iii) forfeit any future payments of CDBG Funds 8.1.2 Mitigation. Developer must take the mitigation actions outlined in Exhibit "A-2" Environmental Mitigation Actions. Failure to complete the required mitigation action is an event of default under this Contract. 8.2 Contract Not Constituting Commitment of Funds. Notwithstanding any provision of this Contract, the Parties agree and acknowledge that this Contract does not constitute a commitment of CDBG Funds, and that such commitment or approval may occur only upon satisfactory completion of an Environmental Review Record and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58. 8.3. Monitoring. 8.3.1 Developer understands and agrees that it will be subject to monitoring by City for compliance with the CDBG Regulations and this Contract for the duration of this Contract and the Performance Period. Developer will provide access to all files related to the project or Contract activities and services as requested by City for 5 years after the end of the Performance Period, and will meet all the reporting requirements set out in this Contract. This Section shall survive the earlier termination or expiration of this Contract. 8.3 2 Representatives of City, HUD, HUD Office of Inspector General, and the United States Comptroller General shall have access during regular business hours, upon 48 hours prior notice, to Developer's offices and records that are related to the use of the CDBG Funds, the CDBG Requirements, the City Requirements and the National Objective; and to Developer's officers, directors, agents employees, contractors and subcontractors for the purpose of such monitoring 8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring, City reserves the right to perfoun desk reviews or on -site monitoring of Developer's compliance with the teinis 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 perfounance, 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 teiniination of this Contract as provided herein, or City may take all actions allowed in the Loan Documents 8.3.4 Developer shall annually provide to City the results of any state or federal monitoring related to the project including any monitoring by TDHCA, if applicable Such results shall be submitted annually to City with the submission of its annual audit and financial statements. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 17 Rev.07.13.16 8.3.5 This Section 8 3 shall be applicable for the duration of the Contract team, the Performance Period and for 5 years thereafter and shall survive the earlier termination or expiration of this Contract. 8.4 Compliance with the Uniform Relocation Act. If applicable Developer shall comply with the relocation requirements of 24 CFR Part 580.606 and all other applicable Federal and state laws and City ordinances and requirements 8.5 Compliance with Davis -Bacon. If applicable, Developer and its general contractor and all lower tier subcontractors will comply with the Davis -Bacon Act as described in Section 14.14 and Exhibit "H" — Davis -Bacon Requirements - Federal Labor Standards Provisions. 8.6 Developer Procurement Standards. Developer shall establish procurement procedures to ensure that materials and services are obtained in a cost effective manner Developer shall comply with all applicable federal, state and local laws, regulations, and ordinances for making procurements under this Contract. 8.7 Cost Principles/Cost Reasonableness. As applicable, the eligibility of costs incurred for perfon lance rendered shall be determined m accordance 2 CFR Part 200.400 through 2 CFR Part 200.475, regarding cost reasonableness and allocation. 8.8 Financial Management Standards. Developer agrees to adhere to the accounting principles and procedures required in 2 CFR Part 200, utilize adequate internal controls, and maintain necessary supporting and back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part 200.303. 8.9 Uniform Administrative Requirements. As applicable, Developer will comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200, or any reasonably equivalent procedures and requirements that City may require. 8.10 Compliance with FFATA and Whistleblower Protections. Developer shall provide City with all necessary information for City to comply with the requirements of 2 CFR Part 300(b), including provisions of the Federal Funding Accountability and Transparency Act ("FFATA") governing requirements on executive compensation and provisions governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. 8.10.1 Developer shall provide its DUNS number to City prior to the CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 18 Rev.07.13.16 payment of its first Reimbursement Request. 8.11 Internal Controls. In compliance with the requirements of 2 CFR Part 200.303, Developer shall: 8.11.1 Fstablish and maintain effective internal control over the CDBG Funds that provides reasonable assurance that Developer is managing the CDBG Funds in compliance with federal statutes, regulations, and the terms and conditions of this Contract. These internal controls shall be in compliance with guidance in `Standards for Internal Control in the Federal Government" issued by the Comptroller General of the United States or the "Internal Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") 8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this Contract; 8.11.3 hvaluate and monitor Developer's compliance with statutes, regulations and the terrrns and conditions of this Contract; 8.11.4 Take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; and 8.11.5 Take reasonable measures to safeguard protected personally identifiable information and other information that HUD or City designates as sensitive or Developer considers sensitive consistent with apphcable federal, state, local and tribal laws regarding privacy and obligations of confidentiality. 8.12 Copyright and Patent Rights. No reports, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of Developer. HUD and City shall possess all rights to invention or discovery, as well as rights in data which may arise as a result of Developer's performance under this Contract. 8.13 Terms Applicable to Contractors. Subcontractors and Vendors. Developer understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which are in any way paid with CDBG Funds or who perform any work in connection with the Required Improvements. Developer shall cause all applicable provisions of this Contract to be included in and made a part of any contract or subcontract executed in the performance of its obligations hereunder, including if applicable its obligations regarding the CDBG Regulations, the CDBG Requirements, the City Requirements, and the National Objective during the Performance Period. Developer shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance, as applicable, with the CDBG Regulations, the CDBG Requirements, the City Requirements and the National Objective as well as the Contract provisions. Developer must cure all violations of the CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 19 Rev.07.13.16 CDBG Regulations committed by its contractors, subcontractors or vendors. City maintains the right to insist on Developer's full compliance with the terms of this Contract and the CDBG Regulations, and Developer is responsible for such compliance regardless of whether actions taken to fulfill the requirements of this Contract are taken by Developer or by Developer's contractors, subcontractors or vendors. Developer acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Performance Period and for 5 years thereafter. 8.14 Payment and Performance Bonds. Subject to the requirements of 2 CFR Part 200 Developer shall furnish City with payment and performance bonds in a faun acceptable to City in the amount of the construction cost for the project but not less than $2,200,000.00, which is the total amount of the Loan. 8.15 Uniform Administrative Requirements. Developer will comply with the Uniform Administrative Requirements set forth in 24 CFR Part 570.502, or any reasonably equivalent procedures and requirements that City may require. 9. RECORD KEEPING. REPORTING AND DOCUMENTATION REQUIREMENTS; AUDIT. 9.1 Record Keeping. Developer shall maintain a record -keeping system as part of its performance of this Contract and shall promptly provide City with copies of any document City deems necessary for the effective fulfillment of City's monitoring and evaluation responsibilities. Specifically, Developer will keep or cause to be kept an accurate record of all actions taken and all funds spent with supporting and back-up documentation, as well as all Client Documentation. Developer will maintain all records and documentation related to this Contract for 5 years after the expiration of the Performance Period. If any claim litigation or audit is initiated before the expiration of the 5 year period, the records must be retained until all such claims, litigation or audits have been resolved. 9.1.2 Access to Records. City, HUD and any duly authorized officials of the federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's records pertaining to all matters covered by this Contract throughout the Performance Period and for 5 years thereafter. Such access shall be during regular business hours and upon at least 48 hours' prior notice. 9.2 Reports. Developer will submit to City all reports and documentation described in this Contract, in such fonini as City may prescribe. Developer may also be required to submit a final performance and financial ieport if required by City at the termination of this Contract and/or the termination of the Loan in such form and within such times as City CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 20 Rev.07.13.16 may prescribe. Failure to submit any report or documentation described in this Contract to City shall be an event of default of this Contract and City may exercise all of its remedies for default under this Contract and Loan Documents 9.2.1 Additional Information. Developer shall provide City with additional information as may be required by federal or state agencies to substantiate CDBG activities and/or expenditure eligibility 9.3 Change in Reporting Requirements and Forms. City retains the right to change ieporting requirements and forms at its discretion. City will notify Developer in writing at least 30 days prior to the effective date of such change, and the Parties shall execute an amendment to the Contract reflecting such change if necessary. 9.4 Audit. 9.4.1 Entities that Expend $750,000 or more in Federal Funds Per Year. All non-federal entities that expend $750,000 or more in federal funds within 1 year, regardless of the source of the federal award, must submit to City an annual audit prepared in accordance with specific reference to 2 CFR Part 200.501 through Part 200.521 If applicable, the audit shall cover Developer's fiscal years during which this Contract is in force. The audit must be prepared by an independent certified public accountant, be completed within 6 months following the end of the period being audited and be submitted to City within 30 days of its completion Developer's audit certification is attached hereto as EXHIBIT "D" - "Audit Certification Form' and "Audit Requirements". The Audit Certification Form must be submitted to City prior to or with the first Reimbursement Request. Entities that expend less than $750,000 a year in federal funds are exempt from federal audit requirements for that year, but records must be available for review or audit by appropriate officials of the federal agency, City, and General Accounting Office. 9.4.2 City Reserves the Right to Audit. City reserves the right to perform an audit of Developer's expenditure of CDBG Funds, at any time during the term of this Contract, the Performance Period, or within 5 years thereafter as the case may be, if City deter nines that such audit is necessary for City's compliance with the CDBG Regulations or other City policies, and Developer agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to Developer of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this Contract and/or future contract(s) with Developer IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED CDBG FUNDS OR SPENT CDBG FUNDS OR PROGRAM INCOME ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 21 Rev.07.13.16 SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 10. REIMBURSEMENT REQUIREMENTS. Developer shall provide City with Complete Documentation and the following reports as shown in Exhibit ` F" — Reimbursement Forms with each Reimbuisement 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 teuus and conditions of this Contract, and the data contained m the report is true and correct. 10.2 Attachment II — Expenditure Worksheet. This report shall itemize each expense requested for reimbursement by Developer. In order for this report to be complete the following must be submitted: 10.2 1 Invoices for each expense with an explanation as to how the expense pertains to the project, if necessary, and 10.2.2 Proof that each expense was paid by Developer, which proof can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3. Deadline for Submitting Reimbursement Requests. All Reimbursement Requests along with Complete Documentation shall be submitted by Developer to City within 60 days from each of the deadlines as shown in Exhibit ' C" — Construction and Reimbursement Schedule. 10.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C' — CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE COMPLETION DEADLINE. 10.3.3 Final Payment Developer shall not be reimbursed for Final Payment until it submits Exhibit CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 22 Rev.07.13.16 "G" — Documentation of CDBG Requirements. 10.4 Withholding Payment. 10.4.1 CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER THIS CONTRACT IF COMPLETE DOCUMENTATION IS NOT RECEIVED. 10.4.2 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL ALL LIENS ARE RELEASED TO CITY'S SATISFACTION. 10.5 Timing of Payment Provided that Developer submits Complete Documentation in conformance with the requirements of this Contract and the CDBG Regulations, City will reimburse Developer for eligible expenses within 30 calendar days. 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin or Complete the Required Improvements 11.1.1 If Developer fails to begin construction on the Required Improvements within 6 months of the execution of this Contract, the Contract shall automatically terminate without further warning or opportunity to cure, and with no penalty or liabihty to City. 11.1.2 If City determines that the Required Improvements were not completed by the Completion Deadline or have failed to pass any of the inspections described in Section 6 1 1, City shall have the right to terminate this Contract with no penalty or liability to City, with such termination to be effective immediately upon written notice City shall also be entitled to demand that Developer repay City in accordance with the provisions of Section 5 6 1.8 within 30 days of written notice by City or City may pursue any of its remedies under this Contract or the Loan Documents. 11.2 Failure to Submit Complete Documentation During Construction. 11.2.1 If Developer fails to submit Complete Documentation during construction of the Required Improvements in accordance with Exhibit "C" Construction and Reimbursement Schedule or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or CDBG Regulations as determined by City, City will notify Developer in writing and the Developer will have 15 calendar days from the date of the written notice to submit or resubmit any such report or documentation If Developer fails to submit or resubmit any such report or documentation within such time, City shall have the right to withhold payments. If such failure continues for an additional 15 days (a total of 30 days), City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any CDBG Funds to Developer during CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 23 Rev.07.13.16 the period that any such report or documentation is not in compliance with this Contract or the CDBG Regulations. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or CDBG Regulations as determined by City, Developer shall be in default of this Contract. City will notify Developer in writing of such default and the Developei will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default If the Developer fails to cure the default within such time, Developer shall forfeit any payments otherwise due under such Reimbursement Request If such failure to resubmit such Reimbursement Request continues for an additional 15 days (a total of 30 days), City shall have the right to teuuunate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any CDBG Funds to Developer durmg the period that any such Reimbursement Request is not in compliance with this Contract or the CDBG Regulations. 11.2.3 In the event of more than 2 instances of default, cured or uncured, under Sections Section 11.2.1 or 11.2.2, City reserves the right at its sole option to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. 11.2.4 Notwithstanding anything to the contrary herein, City will not be required to pay any CDBG Funds to Developer during the period that any Reimbursement Requests, reports or documentation are past due or are not in compliance with this Contract or the CDBG Regulations, or during any period during which Developer is in default of this Contract. 11.2.5. In the event of teunination under this Section 11.2, all CDBG Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer shall have no further right to such funds Any CDBG Funds already paid to Developer must be repaid to City within 30 days of termination under this Section, or at City's election Developer must repay City in accordance with the provisions of Section 5.6.1.8. Failure to repay will result in City exercising all legal remedies available to City under this Contract and the Loan Documents 11.3 Failure to Maintain or Submit Required Reports and Documentation Durint Performance Period. If Developer fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract after the Required Improvements are completed, or if the maintained or submitted report or documentation is not in compliance with this Contract or the CDBG Regulations as determined by City, City will notify Developer in writing and the Developer will have 15 calendar days from the date of the written notice to obtain or recreate the missing records and documentation, or submit or resubmit any such report or documentation to City. If Developer fails to maintain the required reports or documentation, or submit or resubmit CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 24 Rev.07.13.16 any such report or documentation within such time, City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. In the event of termination under this Section 11.3, any CDBG Funds paid to Developer must be repaid to City within 30 days of termination under this Section, or at City's election Developer must repay City in accordance with the provisions of Section 5 6 1 8 Failure to repay will result in City exercising all legal remedies available to City under this Contract and the Loan Documents 11.4 In General. 11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided otherwise in this Contract, Developer shall be in default under this Contract if Developer breaches any term or condition of this Contract. In the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be specified herein) or, if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by the Parties mutually and in good faith, City shall have the right to elect, in City's sole discretion, to (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to Developer, or (iii) to pursue any other legal remedies available to City under this Contract or the Loan Documents 11.4.2 City's remedies may include: 11.4.2.1 Direct Developer to prepare and follow a schedule of actions for carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implement the affected activities. 11.4.2.2 Direct Developer to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 11.4.2.3 Cancel or revise activities likely to be affected by the performance deficiency before expending CDBG Funds for the activities. 11.4.2.4 Reprogram CDBG Funds that have not yet been expended from affected activities to other eligible activities or withhold CDBG Funds. 11.4.2.5 Direct Developer to reimburse City in any amount of CDBG Funds not used in accordance with the CDBG Regulations 11.4.2.6 Suspend reimbursement of CDBG Funds for affected CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 25 Rev.07.13.16 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 tennination under this Section 11.4 all CDBG Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any CDBG Funds already paid to Developer must be repaid to City within 30 days of termination, or at City's election Developer must repay City in accordance with the provisions of Section 5.6.1.8. Failure to repay will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. 11.5 No Funds Disbursed While in Breach. Developer understands and agrees that no CDBG Funds will be paid to Developer until all defaults are cured to City's satisfaction 11.6 No Compensation After Date of Termination. In the event of termination, Developer shall not receive any compensation for work undertaken after the date of the termination 11.7 Rights of 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 early termination of the Contract. No delay or omission by City in exercising any right or remedy available to it under this Contract shall impair any such right or remedy or constitute a waiver or acquiescence in any Developer default. 11.8 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a breach of any telin, covenant, or condition of this Contract shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. 11.9 Civil, Criminal and Administrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or administrative penalties, including, but not limited to those set out in this Contract. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 26 Rev.07.13.16 11.10 Termination for Cause. 11.10.1 City may terminate this Contract in the event of Developer's default, inability, or failure to perform subject to notice, grace and cure periods In the event City terminates this Contract for cause, all CDBG Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any CDBG Funds already paid to Developer must be repaid to City within 30 days of termination, or at City's election Developer must repay City in accordance with the provisions of Section 5 6 1 8 Failure to repay will result in City exercising all remedies available to City under this Contract or the Loan Documents. 11.10.2 Developer may terminate this Contract if City does not provide the CDBG Funds substantially in accordance with this Contract. 11.11 Termination for Convenience. In terminating in accordance with 2 CFR 200, Appendix II, this Contract may be terminated in whole or in part only as follows: 11.11.1 By City with the consent of Developer in which case the Parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated; or 11.11.2 By Developer upon written notification to City setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated In the case of a partial termination City may terminate the Contract in its entirety if City determines in its sole discretion that the remaining portion of the Contract to be performed or CDBG Funds to be spent will not accomplish the purposes for which this Contract was made. 11.12 Dissolution of Developer Terminates Contract. In the event Developer is dissolved or ceases to exist, this Contract shall terminate In the event of termination under this Section, all CDBG Funds are subject to repayment and/or City may exercise all of its remedies under this Contract and the Loan Documents 12. REPAYMENT OF FUNDS. All CDBG Funds are subject to repayment in the event the Required Improvements do not meet the requirements as set out in this Contract or in the CDBG Regulations, including but not limited to meeting the National Objective. If Developer changes use of Required Improvements to one that does not meet the CDBG Requirements, the City Requirements, the National Objective and/or other requirements of the CDBG Regulations or the terms of this Contract, Developer CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 27 Rev.07.13.16 must either (i) repay the CDBG Funds or (ii) at City's election Developer must repay City in accordance with the provisions of Section 5.6.1.8. 13. MATERIAL OWNERSHIP CHANGE. If ownership of the Developer or the project materially changes after the date of this Contract, City may but is not obligated to, terminate this Contract. City has 30 days to make such determination after receipt of notice from Developer and failure to make such determination will constitute a waiver. In the event of termination under this Section 13, all CDBG Funds awarded but not yet paid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds. Any CDBG Funds already paid to Developer must be repaid to City within 30 days of termination under this Section 14. GENERAL PROVISIONS. 14.1 Developer an Independent Contractor. Developer shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Developer shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, clients, licensees or invitees. 14.2 Doctrine of Respondeat Superior. The doctrine of respondeat superior shall not apply as between City and Developer, its officers, members, agents, servants employees, contractors, subcontractors, tenants clients, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Developer. City does not have the legal right to control the details of the tasks performed hereunder by Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 14.3 Developer Property. City shall under no circumstances be responsible for any property belonging to Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, clients, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. 14.4 Religious Organization. No portion of the CDBG Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for clients of a CDBG-funded service. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 28 Rev.07.13.16 14.5 Venue. Venue shall lie in Tarrant County, Texas foi any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract. 14.6 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas If any action, whether real or asserted, at law or in equity arises out of the execution, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by federal law, the choice of law shall be the laws of the State of Texas. 14.7 Severability. The provisions of this Contract are severable, and if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be invalid by a court or Federal or State agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 14.8 Written Agreement Entire Agreement. This written instrument and the Attachments and Exhibits attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitute the entire agreement by the Parties concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement which purports to vary the teams of this Contract shall be void. Any amendments to the terms of this Contract must be in writing and executed by the Parties. 14.9 Paragraph Headings for Reference Only, No Legal Significance; Number and Gender. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine The words "include" and "including" whenever used herein shall be deemed to be followed by the words `without limitation" 14.10 Compliance With All Applicable Laws and Regulations. Developer agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the team of this Contract and throughout the Performance Period. Those laws include, but are not limited to: ➢ CDBG Regulations found in 24 CFR Part 570. ➢ Title I of the Housing and Community Development Act of 1974, as amended, (42 USC 5301 et seq.) ➢ Title VI of the Civil Rights Act of 1964 (42 U S.C. Sections 2000d et seq.) including provisions requiring recipients of federal assistance to ensure CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 29 Rev.07.13.16 meaningful access by person of limited English proficiency ➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.) ➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 ➢ The Age Discrimination in Employment Act of 1967 ➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) ➢ The Unifo ni 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. ("NF,PA") and the related authorities listed in 24 CFR Part 58. ➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.) and the related Executive Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15 In no event shall any amount of the assistance provided under this Contract be utilized with respect to a facility that has given rise to a conviction under the Clean Air Act or the Clean Water Act. ➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.) specifically including the provisions requiring employer verifications of legal status of its employees ➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and the Unifonn Federal Accessibility Standards, 24 CFR Part 40, Appendix A ➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered persons ➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part 23, Subpart F ➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on participation by ineligible debarred or suspended persons or entities ➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act ➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247 ➢ For contracts and subgrants for construction or repair, Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5 ➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers, Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U S.C. 327A 300) as supplemented by 29 CFR 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 ➢ Uniform Administrative Requirements, Cost Principles, and Audit CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 30 Rev.07.13.16 Requirements for Federal Awards, 2 CFR Part 200 et seq. ➢ Federal Funding Accountability and Transparency Act of 2006, (Pub L 109- 282, as amended by Section 6205(a) of Pub L 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 Projects and Employment and other Economic Opportunities: Section 3 Requirements. 14.11.1 Requirement that Law Be Quoted in Covered Contracts. — Certain Requirements Pertaining to Section 3 of the Housing and Urban Development Act of 1968 as Amended (12 U.S.C. Sections 1701 et seq.) and its Related Regulations at 24 CFR Part 135 If the construction of the Required Improvements will cause the creation of new employment, training, or contracting opportunities on a contractor or subcontractor level resulting from the expenditure of the CDBG Funds, Developer shall comply with the following and will ensure that its contractors also comply. If the work perfon ned under this Contract is on a project assisted under a program providing direct Federal financial assistance from HUD, Section 3 of 24 CFR 135.38 ("Section 3") requires that the following clause, shown in italics, be inserted in all covered contracts ("Section 3 Clause"): Section to be quoted in covered contracts begins: "A. The work to be performed under this contract is subject to the requirements of Section 3 of Housing and Urban Development Act of 1968, as amended, 12 U.S.C. section 1701u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assisted or HUD -assisted programs covered by Section 3, shall to the greatest extent feasible, be directed to low- and very -low income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract cent 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 CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 31 Rev.07.13.16 titles subject to hire, availability of apprentice and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The contractor agrees that it will include this Section 3 clause in every subcontract to comply with regulation in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. E. The contractor will certibi that any vacant employment positions, including training positions that are filed: (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subconti actor 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 (it) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b)." Section to be quoted in covered contracts ends. 14.11 2 Developer Responsibilities for Section 3 Requirements City and Developer understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall be a condition of the Federal financial assistance provided to the project binding upon City and Developer, and their respective successors, assigns contractors and subcontractors. Failure to fulfill these requirements shall subject Developer and its contractors and subcontractors and their respective successors and assigns to those sanctions specified by the grant agreement through which Federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135. Developer's responsibilities include: CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 32 Rev.07.13.16 14.11.2.1 Implementing procedures to notify Section 3 residents and business concerns about training, employment, and contracting opportunities generated by Section 3 covered assistance; 14.11.2.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; 14.11.2.3 Facilitating the training and employment of Section 3 residents and the award of contracts to Section 3 business concerns; 14.11.2.4 Assisting and actively cooperating with the Neighborhood Services Depat latent in making contractors and subcontractors comply; 14.11.2.5 Refraining from entering into contracts with contractors that are in violation of Section 3 regulations 14.11.2.6 Documenting actions taken to comply with Section 3; and 14.11.2.7 Submitting Section 3 Annual Summary Reports (form HUD-60002) in accordance with 24 CFR Part 135.90. 14.11.3 Section 3 Reporting Requirements. In order to comply with the Section 3 requirements, Developer must submit the forms attached hereto as Exhibit "I" - Section 3 Reporting Forms 14.11.3.1 Developer or its contractor must report all applicants for employment by contractor and any subcontractor to City on a quarterly basis. This shall include name, address, zip code, date of application, and status (hired/not-hired) as of the date of the report. 14.11.3.2 Developer or its contractor must advertise available positions to the public for open competition, and provide documentation to City with the quarterly report that demonstrates such open advertisement, in the form of printout of Texas Workforce Commission posting, copy of newspaper advertisement, copy of flyers and listing of locations where flyers were distributed, and the like. 14.11.3.3 Developer or its contractor must report all contracts awarded by contractor and subcontractor to City on a quarterly basis. This shall include name of contractor CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 33 Rev.07.13.16 and/or subcontractor, address, zip code, and amount of award as of the date of the report. 14.12 Prohibition Against Discrimination. 14.12.1 General Statement. Developer, in the execution, performance or attempted performance of this Contract, and in operation of services provided on the Property, shall comply with all non-discrimination requirements of 24 CFR 570.607 and the ordinances codified at Chapter 17, Article III Division 4 — Fair Housing of the City Code. Developer may not discriminate against any person because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will Developer permit its officers, members, agents, employees, vendors, or project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to the ordinances codified at Chaptei 17, Article III, Division 3 - Employment Practices of the City Code, and Developer hereby covenants and agrees that Developer, its officers, members, agents, employees, vendors, and contractors, have fully complied with all provisions of same and that no employee, or applicant for employment has been discriminated against under the terms of such ordinances by either or its officers, members, agents, employees, vendors, or contractors. 14.12.2 No Discrimination in Employment during the Performance of this Contract. During the performance of this Contract, Developer agrees to the following provision, and will require for the construction of the Required Improvements that its contractors, subcontractors, and vendors also comply with such provision by including it in all contracts with its contractors, subcontractors or vendors: (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. [Contractor's, Subcontractor's or Vendor s Namel will take affirmative action to ensure that applicants are hired without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. Such action shall include, but not be limited to, the following* employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (Contractor's, Subcontractor's or Vendor's Namel agrees to post in conspicuous places, available to employees and CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 34 Rev.07.13.16 applicants for employment, notices setting forth the provisions of this nondiscrimination clause. [Contractor's, Subcontractor's or Vendoi 's Namel will, in all solicitations or advertisements for employees placed by or on behalf of [Contractor's, Subcontractor's of Vendor's Namel , state that all qualified applicants will receive consideration for employment without regard to race, color, sex gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. [Contractor's, Subcontractor's or Vendor's Namel covenants that neither it nor any of its officers, members, agents, employees, or contractors, while engaged in performing this Contract, shall, in connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age or because of any disability or perceived disability, except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement [Contractor's, Subcontractor's or Vendor's Namel further covenants that neither it nor its officers, members, agents, employees, contractors, or persons acting on their behalf, shall specify, in solicitations or advertisements for employees to work on this Contract, a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification, retirement plan or statutory requirement 14.12.3 Developer's Contractors and the ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ( `ADA"), Developer warrants that it and any of its contractors will not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, to •tns and/or conditions of employment for applicants for employment with, or employees of Developer or any of its contractors DEVELOPER WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES OR CONTRACTORS AGAINST CITY ARISING OUT OF DEVELOPER'S AND/OR ITS CONTRACTORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE -REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13 Conflict of Interest and Violations of Criminal Law. 14.13.1 Developer Safeguards. Developer shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 35 Rev.07.13.16 being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Developer shall disclose to City any conflict of interest or potential conflict of interest described above, immediately upon discovery of such. 14.13.2 General Prohibition Against Conflicts of Interest. No persons who are employees, agents, consultants, officers or elected officials or appointed officials of City or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with CDBG Funds or who are in a position to participate in a decision -making process or gain inside information with regard to these activities may utilize CDBG services, may obtain a financial interest or benefit from a CDBG-assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for 1 year thereafter, unless they are accepted in accordance with the procedures set forth at 24 CFR 570.611. 14.13.2.1 Developer shall establish conflict of interest policies for Fedeial Awards and shall provide such policies in writing to City in accordance with the requirements of 2 CFR Part 200.112. 14.13.3 Disclosure of Conflicts of Interest. In compliance with 2 CFR Part 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 fiaud, bribery or gratuity violations potentially affecting this Contract. 14.14 Labor Standards. 14.14.1 As applicable, Developer agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. 276a-7) as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, State and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract. Developer agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United .States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance with hour and wage requirements of this Contract and the CDBG Regulations. Such documentation shall be made available promptly to City for review upon request. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 36 Rev.07.13.16 14.14.2 Developer agrees that, where required by the CDBG Regulations, all contractors engaged under contract for construction, renovation or repair work financed in whole or in part with assistance provided under this Contract, shall comply with Federal requirements adopted by City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and tiamees to journey workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer shall cause or require to be inserted in full provisions meeting the requirements of this paragraph in all such contracts subject to such regulations 14.14.3 If Davis -Bacon is applicable, Developer shall provide City access to employee payrolls, contractor and subcontractors payrolls and other wage information for persons performing construction of the Development Payrolls must be submitted to the Neighborhood Services Department weekly, and must be available to Neighborhood Services Department staff upon request. In addition, Developer shall ensure that City will have access to employees, contractors and subcontractors and their employees in order to conduct onsite interviews with laborers and mechanics. Developer shall inform its contractors and subcontractors that City staff and/or Federal agencies may conduct periodic employee wage interview visits during the construction of the Required Improvements to ensure compliance. 14.15 Subcontracting with Small and Minority Firms, Women's Business Enterprises and Labor Surplus Areas. 14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to abide by City's policy to involve Minority Business Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required by City. Developer agrees to incorporate the City's BDE Ordinance and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or larger, and will further require all persons or entities with which it so contracts to comply with said ordinance. 14.15.2 It is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises ("MBEs') and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of supplies, equipment, construction and services. 14.15.3 In order to comply with Federal reporting requirements, Developer must submit the form attached hereto as Exhibit K' - MBE Reporting Form for each contract or subcontract with a value of $25,000.00 or more paid or to be paid with the CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 37 Rev.07.13.16 CDBG Funds. Developer shall submit this form annually by the date specified in Exhibit "K" — MBE Reporting Form. 14.16 Other Laws The failure to list any federal, state or City ordinance, law or regulation that is applicable to Developer does not excuse or relieve Developer from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Developer s failure to follow the law, if applicable. 14.17 Assignment. Developer shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of City. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. 14.18 Right to Inspect Developer Contracts. It is agreed that City has the right to inspect and approve in writing, prior to any charges being incurred, any proposed contracts between Developer and (i) its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as a part of the construction of the Required Improvements to ensure they contain Davis -Bacon Act and Section 3 requirements, (ii) vendor contracts arising out of the construction of the Required Improvements, and (iii) any third party contracts to be paid with CDBG Funds. 14.19 Force Majeure If Developer becomes unable either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, commission or Developer of the United States or of any States, civil disturbances, or explosions, or some other reason beyond such Developer's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event Developer will give City written notice of the existence, extent and nature of the Force Majeure Event as soon as seasonably possible after the occurrence of the event. Failure to give notice will result in the continuance of the Developer's obligation regardless of the extent of any existing Force Majeure Event. Developer will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 14.20 Survival. Any provision of this Contract that pertains to the CDBG Requirements, the City Requirements, the National Objective, auditing, monitoring, client income eligibility, record keeping and reports, City ordinances, the provisions of Section 6 6 pertaining to the Federal System Award Management, or any other applicable CDBG Program requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the term or earlier termination of this Contract for the longer of (i) 5 years after the termination of this Contract, or (ii) 5 years after the termination of the CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 38 Rev.07.13.16 Performance Period, 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 REQUIRED IMPROVEMENTS DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY; AND DEVELOPER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE REQUIRED IMPROVEMENTS DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 39 Rev.07.13.16 DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS, SUBCONTRACTORS, AND VENDORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 16. WAIVER OF IMMUNITY BY DEVELOPER. If Developer, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, Developer hereby expressly waives its rights to plead defensively such immunity or exemption as against City. This Section shall not be construed to affect a governmental entity s immunities under constitutional, statutory or common law. 17. INSURANCE AND BONDING. Developer will maintain blanket fidelity coverage in the form of insurance or bond in the amount of $1 000,000.00 to insure against loss from the fraud, theft or dishonesty of any of Developer s officers, agents, trustees, directors or employees. The proceeds of such bond shall be used to reimburse City for any and all loss of CDBG Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses thereunder shall name the City as a Loss Payee. Developer shall furnish to City in a timely manner, but not later than the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein If City has not received such certificates by the Effective Date, Developer shall be in default of the Contract and City may, at its option, terminate the Contract. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thereof: Commercial General Liability (CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 40 Rev.07.13.16 Non -Profit Organization Liability or Directors & Officers Liability (if applicable) $1,000,000 Each Occurrence $1,000,000 Annual Aggregate Limit Business Automobile Liability Insurance $1,000,000 each accident on a combined single -limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $2,000,000 Aggregate Pending availability of the above coverage and at the discretion of City, the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Developer's business as contracted herein. Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Developer shall revise such amounts within 30 days following notice to Developer of such requirements. Developer will submit to City documentation that it has obtained insurance coverage and has executed bonds as required in this Contract prior to payment of any monies provided hereunder. Where applicable, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating otherwise approved by City. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by City. In the event these are any local, Federal or other regulatory insurance or bonding requirements for the Project, and such requirements exceed those specified herein, the foiuier shall prevail. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 41 Rev.07.13.16 Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein and any other insurance that might be required by City in City's sole discretion; and, Developer shall requite its contractors to provide Developer with certificate(s) of insurance documenting such coverage Also, Developer shall require its contractors to have City and Developer endorsed as additional insurers (as their interest may appear) on their respective insurance policies. Developer shall require its general contractor to maintain builders risk insurance at the value of the construction. Notwithstanding any provision in this Contract to the contrary, when applicable, Developer shall comply with the requirements of 2 CFR 200.310 and shall, at a minimum, provide the equivalent insurance coverage for real property and equipment acquired or improved with CDBG Funds as provided to any property owned by Developer. 18. Certification Retarding Lobbying. The undersigned representative of Developer hereby certifies, to the best of his or her knowledge and belief, that: No Federal appropriated fiends have been paid or will be paid, by or on behalf of Developer, to any person for influencing or attempting to influence an officer or employee of any Developer, a member of Congress, an officer or employee of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Developer, member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, Developer shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this Contract was made or entered into. Submission of this certificate is a prerequisite for making or entering into this Contract imposed by 31 U.S.C. Section 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10, 000.00 and not more than $100, 000.00 for each such failure. Developer shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of federal funds. CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 42 Rev.07.13.16 19. Litigation and Claims Developer shall give City immediate notice in writing of any action, including any proceeding before an administrative Developer, filed against Developer in conjunction with this Contract, the Required Improvements or the project. Developer shall furnish immediately to City copies of all pertinent papers received by Developer with respect to such action or claim. Developer shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law. 20. Notice. All notices required or peiniitted by this Contract must be in writing and shall be effective upon receipt when (i) sent by United States mail with proper postage, certified mail return receipt requested or by a nationally recognized overnight delivery service' and (ii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City: City Attorney's Office Attention* Jessica Sangsvang 1000 Throckmorton Street Fort Worth, TX 76102 Telephone' 817-392-7600 Copy to: Neighborhood Services Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Assistant Diiector Telephone' 817-392 7540 Copy to: Neighborhood Services Department City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 Attention* Alice Cruz, Neighborhood Development Specialist Telephone' 817-392-7322 Developer: Fort Worth Housing Finance Corporation 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Vicki Ganske, Senior Assistant Attorney Telephone' 817-392-7600 CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 43 Rev.07.13.16 Copy to: Fort Worth Housing Finance Corporation 1000 Throckmorton Street Fort Worth, TX 76102 Attention* Aubrey Thagard, Assistant General Manager Telephone: 817-392-7540 Copy to: Shackelford, Bowen, McKinley & Norton, LLP 9201 N. Central Expressway, Fourth Floor Dallas, TX 75231 Attention' John C Shackelford, Esq. Telephone: 214-780-1400 21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT. Developer represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Contract and to perform the responsibilities herein required. 22. COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument [SIGNATURES APPEAR ON NEXT PAGE] CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Page 44 Rev.07.13.16 EXECUTED to be effective as of the Effective Date. /T) ATTEST: CITY OF FORT WORTH Mary Katy , City ec tary, M&C C-27212 Date 3/3/ Form 1295 Certification: APPROVED ASTO FORM AN /tee-- Jessica Sanrang, Ass Mant ity A�orn e II Costa, Assistant City Manager DEVELOPER: FORT WORTH HOUSING FINANCE CORPORATION By: Aubrey " - `ssistant General Ma ' , ger Date: CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 45 Rev.07.13.16 EXHIBITS: Exhibit "A" — Project Summary Exhibit "A-1" — 2016 HUD Rent Limits Exhibit "A-2" — Environmental Mitigation Action Exhibit "B" — Budget Exhibit "C" — Construction and Reimbursement Schedule Exhibit "D" — Audit Requirements Exhibit "E" — Loan Documents Exhibit "F" — Reimbursement Forms Exhibit "G" — Documentation of CDBG Requirements Exhibit "H" — Federal Labor Standards Provisions - Davis -Bacon Exhibit "I" — Section 3 Reporting Forms Exhibit "J" — Standards for Complete Documentation Exhibit "K" — MBE Reporting Form Exhibit "L" — Requirements for Permanent Supportive Housing Units CDBG CONSTRUCTION CONTRACT Fort Worth Housing Finance Corporation Mixed Income Multifamily Development — 904 E. Weatherford Street Requirements Page 46 Rev.07.13.16 EXHIBIT "A" " PROJECT SUMMARY FORT WORTH HOUSING FINANCE CORPORATION Capitalized tei ns not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: Developer will use CDBG Funds for a portion of the costs to develop a mixed income multifamily complex on approximately 2 623 acres. The project will have 1 four-story residential building which will consist of approximately 219 units including one-, two-, and three bedroom units and a parking garage. There will also be amenities which will include fitness, laundry, and mail facilities. The complex will also include amenities such as a business center, energy efficient appliances and central heat and air in each unit. The project will contain approximately 45% market rate units. Developer will be entitled to make Reimbursement Requests until 60 days after the Completion Deadline. Developer shall notify City if it substantially changes or modifies its project to enable City to determine if such changes affect the National Objective, the CDBG Requirements, the City Requirements, or other requirements of the CDBG Regulations. In consideration for the CDBG Funds, Developer agrees to provide the following information and meet the following requirements: • Designate 16 Accessible Units in accordance with Section 504 requirements and the teinis of the Contract. Accessible Units shall be marketed in accordance with Section 7 7 of the Contract. • Designate approximately 55% floating Affordable Units in the project. CDBG Rents will be charged in accordance with the rents set forth in Exhibit `A-1' — 2016 HUD Rent Limits, published annually by HUD, and shall not exceed the High HOME' Rent limit. • Submit Exhibit "G" — Documentation of CDBG Requirements regarding the household income, size, race, ethnicity, gender of head of household, disability status, and rental assistance type for all Affordable Units to be leased. CITY WILL WITHHOLD $25,000 OF THE CDBG FUNDS UNTIL A COMPLETED PROJECT COMPLIANCE REPORT: RENTAL HOUSING OF EXHIBIT "G" — DOCUMENTATION OF CDBG REQUIREMENTS IS SUBMITTED. • If the Affordable Units do not qualify as affordable rental housing immediately upon lease -up or at any time during the Performance Period, the City may invoke any remedies provided in the Contract or the Loan Documents. SPECIFIC PURPOSE* The specific purpose of this project is to increase the availability of quality, accessible affordable housing for low and moderate income City residents in downtown Fort Worth. The project will also significantly contribute to Downtown Fort Worth, Inc 's Strategic Plan's vision to provide workforce -affordable housing downtown. The project also contains 15 PSH Units which can be counted as Affordable Units PROJECT OBJECTIVES. The project will provide approximately 219 housing units, of which 55% will be designated as Affordable Units to households earning at or below 80% of AMI The project also contains 15 PSH Units which can be counted as Affordable Units Approximately 45% of the units in the project will be market rate units. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 1 Rev. 07.12.2016 II_S. DEPARTMENT OP HUD 04/2016 STATE : TEXAS EXHIBIT "A-1" 2016 HUD RENT LIMITS FORT WORTH HOUSING FINANCE CORPORATION PRDCRAH 2016 BOMB PROGRAM RENTS EPPICIENCY 1 BR 2 BR 3 BR 4 BR 5 BR 6 BR Port Worth -Arlington, TX HOD Metro PMR Area LOW HOME RENT LIMIT 610 653 785 906 1011 1116 1219 HIGH HOME RENT LIMIT 624 718 913 1201 1320 1438 1557 Por Information Only: PAIR MARKET RENT 624 718 913 1249 1562 1796 2031 50% RENT LIMIT 610 653 785 906 1011 1116 1219 65% RENT LIMIT 811 871 1047 1201 1320 1438 1557 *Rent limits are published annually by HUD. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 2 Rev. 07.12.2016 EXHIBIT "A-2" ENVIRONMENTAL MITIGATION ACTION FORT WORTH HOUSING FINANCE CORPORATION CDBG Funds may be reimbursed for exempt activities; however, CDBG funds will not be paid, and costs cannot be incurred, until City has conducted and completed an environmental review of the proposed project site as required under 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction until satisfactory completion of environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58. Special conditions, procedures, and requirements identified for the project may include and are not limited to mitigation of any adverse effects identified by the environmental review process. The special conditions, procedures, and requirements may differ and are subject to approval by City and HUD. Environmental Mitigations are as follows: 1. Determine if sewer main may need to be relocated depending on Developer's proposed building layout. The Developer will need hire an engineer to perform a sewer study in order to determine if the original 8-inch sewer main is adequate and downstream a downstream wastewater system impact If an impact is noted, then it must be addressed with a new waste water infrastructure plan that is approved by the City of Fort Worth prior to construction of the Airporter Multifamily Complex. All actions must be mitigated prior to commencement of construction. 2. The Developer must determine the water demand and fireflow needs, and deteiuiine if the water mains may need to be replaced with larger water main or additional water main extension from Hampton Road. The Developer will need hire an engineer to perform a water study in order to note deficiencies and address the increased municipal water demand and possible increased fire flow requirements. If an impact is noted, then it must be addressed with a new municipal water infrastructure plan that is approved by the City of Fort Worth prior to construction of the Airporter Multifamily Complex. All actions must be mitigated prior to commencement of construction 3. Conduct a Limited Phase II Study at 904 h Weatherford Street to determine if there is any impact to the ground water and/or soil, from prior contaminant sites that were within immediate proximity of the project site. The findings from the Limited Phase II must be mitigated prior to obtaining permits and beginning construction. 4. Follow the recommended layout/design and wall assembly design, including modifications and window/door types noted on Page 3 in the Noise Report provided on 01/27/16 by Marsh/PMK International, existing noise levels documented on the Airporter site to successfully attenuate to at or below 45 dB. The required OITC rating for windows and doors to attenuate the 72dB noise level for an interior level of 45dB is 27 The outside noise will be mitigated by the reduction of the patio space and the internal court buffered by the complex wall. City will provide Developer the executed environmental review record and certifications. Developer agrees to abide by the special conditions, procedures, and requirements of the executed environmental review certification approved by HUD. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 3 Rev. 07.13.2016 EXHIBIT "B" BUDGET FORT WORTH HOUSING FINANCE CORPORATION SOURCES AND USES Developer will identify future sources and uses necessary to construct the Required Improvements and complete the table included in this exhibit to the City's satisfaction. Development Name. I Mixed Income Multifamily Development Priority Construction Loan Permanent Loan Source # Funding Description of Lien Stage Amt. Stage Amount 1 Conventional Loan 2 Conventional Loan/FHA Housing Tax Credit 3 Syndication Proceeds 4 HOME 5 Housing Trust Fund 6 CDBG Mortgage Revenue Bonds 8 9 10 11 12 13 14 15 16 TOTAL SOURCES OF FUNDS TOTAL USES OF FUNDS Historic Tax Credit Syndication Proceeds USDA/ TXRD Loan(s) Other Federal Loan or Grant Other State Loan or Grant Local Government Loan (CDBG) Private Loan Cash Equity In -Kind Equity/Deferred Developer Fee Operating Reserves 1st $2,200,000 $2,200,000 $2,200,000 $2,200,000 Financing Participants City of Fort Worth CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 4 Rev. 07.13.2016 CDBG Funds Budget Land Acquisition and/or Pre -Development Soft Costs Construction Hard Costs Holdback*x TOTAL $2,175,000* $0* $25 000* $2,200,000 *Developer will only be reimbursed for eligible expenses The amounts are estimates and are subject to change. ** City will hold back $25,000.00 of the CDBG Funds until a completed Project Compliance Report. Rental Housing of EXHIBIT "G' — Documentation of CDBG Requirements is submitted as well as the other requirements in Exhibit "C' — Construction and Reimbursement Schedule. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 5 Rev. 07.13.2016 PHASE I ACTIVITIES• PHASE I COMPLETE by: July 30, 2016 PHASE( II ACTIVIITES• PHASE II COMPLETE by: May 30, 2017 PHASE III ACTIVIITES• PHASE III COMPLETED by: December 30, 2018 PHASE IV ACTIVITIES: PHASE IV COMPLETED by July 15, 2019 EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE FORT WORTH HOUSING FINANCE CORPORATION Activity Land Acquisition Closing Costs CDBG Funds $2,175,000.00* First Payment** $2,175,000.00* Demolition/Site Preparation $0.00 Prior to Reimbursement in Phase II, Developer must submit the contractor/subcontractor/vendor searches under the Federal System for Award Management (www.sam.gov). Second Payment** Must Complete All Construction of Required Improvements Prior to Reimbursement in Phase III, Developer must submit the contractor/subcontractor/vendor searches under the Federal System for Award Management (www.sam.gov). Third Payment** $0.00 $0.00 $0.00 Lease -up of Affordable Units $25,000.00 Final Reimbursement of Development Soft Costs After the Following Items are Submitted: 1. Rent Schedule for Affordable Units. See Section 7.5 2. Tenant Selection Policy. See Section 7.6 3. Affirmative Marketing Plan. See Section 7.7 4. Project Compliance Report: Rental Housing of EXHIBIT "G" — Documentation of CDBG Requirements $25,000.00* Final Payment** (Lease -Up of All Affordable Units) * * * TOTAL $2,200,000.00 *Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change. **Developer must submit Complete Documentation with Reimbursement Request to City within 60 days from each of the above deadlines in order to be reimbursed. Failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. ***If milestone is reached before the Phase completion date, reimbursement will be made when the milestone percentage is reached and the City is provided all required documentation. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 6 Rev. 07.13.2016 EXHIBIT "D" AUDIT REQUIREMENTS FORT WORTH HOUSING FINANCE CORPORATION CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT AUDIT REQUIREMENTS Organizations expending $750,000 or more in federal awards (from City of Fort Worth and other funding sources) during their fiscal years shall obtain either an annual single audit or a program specific audit. Organizations may have a program specific audit in accordance with OMB Circular A-133, or other standard set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the Catalog of Federal Domestic Assistance ("CFDA"). If funds are spent for more than one federal program, a single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort Worth's funding period. The audit shall be conducted by a certified public accountant ("CPA") that is licensed at the time of the audit by the appropriate regulatory body. The CPA shall meet all of the general standards concerning qualifications, independence, due professional care and quality control as required by Government Auditing Standards, including the requirements for continuing professional education and external peer reviews. Auditor selection must adhere to federal procurement requirements. A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the CFDA number (OMB A-133 § .310). The independent auditor's report should include all of the relevant items listed on the "Audit Report Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance of the following publications: Government Auditing Standards issued by the Comptroller General of the United States, 2003 OMB Circular A-133 as revised 6/30/97 and amended June 2003 OMB Circular A-133 Compliance Supplement AICPA's Statement of Position 98-3 `Audits of States, Local Governments, and Not -for -Profit Organizations Receiving Federal Awards" Various AICPA audit guides for nonprofits colleges and universities and health and welfare organizations AICPA's Audit Risk Alert "State and Local Governmental Developments" Government Auditing Standards by the Texas Department of Housing and Community Affairs for Properties Receiving Low Income Housing Tax Credits All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form which certifies whether you are subject to a single/program audit. Organizations receiving federal awards from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency. The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within 60 days of the end of the organization's fiscal year in the year that the project was completed. The following items should be submitted to the City of Fort Worth Internal Audit Department within the required timeframe: CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 7 Rev. 07.13.2016 Due 60 days after organization's fiscal year end in the year that the nroiect was completed: (required for all subrecipients) Completed Audit Certification Form Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit period. Two copies of the entire audit report issued by the CPA Two copies of any management letter issued by the CPA in conjunction with the audit report Two copies of management's comments on all findings, recommendations, and questioned costs contained in the audit report and management letter, including a detailed corrective action plan Failure to submit any of these items by the required due date may result in holds on current draw requests, suspension of the organization's contract(s) and eligibility for future funding. If the organization does not meet the requirements of having a single/program audit conducted, records must still be kept available for review or audit by City staff (OMB A-133 Subpart B Sec 200(d). If additional information is needed concerning the audit requirements, please call (817) 392-6141. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 8 Rev. 07.13.2016 CITY OF FORT WORTH NEIGHBORHOOD SERVIC1-h,S DEPARTMENT SINGLE AUDIT REPORT CHECKLIST The Department developed this checklist to help organizations improve the quality and completeness of audit ieports. ■ ■ ■ ■ General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial Statements in accordance with Government Auditing Standards Notes to the General Purpose or Basic Financial Statements of the Organization Opinion/Report on Schedule of Expenditures of Federal and State Awards All reports are signed and dated by the auditor Two copies of the audit reports are submitted ❑ Two copies of the management letter, if issued in conjunction with the audit report. Two copies of comments by management concerning all findings and recommendations included in management letter, including a corrective action plan. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 9 Rev. 07.13.2016 Subrecipient: n CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT Audit Certification Form Fiscal Year Ending: / / Month Day Year We have exceeded the federal expenditure threshold of $750,000. We will have our Single Audit or Program Specific Audit completed and will submit the audit report within nine (9) months after the end of the audited fiscal year. n We did not exceed the $750,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be performed this fiscal year. (Fill out schedule below) Must be filled out if Single Audit or Program Audit is not required: Federal Grantor Federal Expenditure Disclosure Pass Through Grantor Federal Funds Program Name & CFDA Number Total Federal Expenditures for this Fiscal Year $ Contract Number Expenditures Printed Name Title (Must be CFO, CEO or equivalent) Authorized Signature (Must be CFO, CEO or equivalent) Phone Number Date Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding. Submit this form to the City of Fort Worth Neighborhood Services Department within 60 days after the end of your fiscal year. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 10 Rev. 07.13.2016 EXHIBIT "E" LOAN DOCUMENTS FORT WORTH HOUSING FINANCE CORPORATION PROMISSORY NOTE Date: Borrower: Fort Worth Housing Finance Corporation, a Texas housing finance corporation Borrower's Mailing Address: C/O Assistant General Manager of Fort Worth Housing Finance Corporation 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 Lender: City of Fort Worth, Texas, a Texas municipal corporation Place for Payment: City of Fort Worth Neighborhood Services Department 1000 Throckmorton St. Fort Worth Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: $2,200,000.00 Loan Authority: The loan evidenced by this Note (the "Loan") is being made pursuant to grant monies from the United States Department of Housing and Urban Development ( `HUD') under Title I of the Housing and Community Development Act of 1974, as amended, 42 USC 5301 et seq. for utilization in connection with its Community Development Block Grant (` CDBG Program") and the Community Development Block Grant Entitlement Program Regulations, as amended, 24 CFR Part 570 et seq. (the "CDBG Regulations") with CDBG funds. Annual Interest Rate: 0% Maturity Date: as described in City Secretary Contract No. the CDBG funds (the "Contract"). Annual Interest Rate on Matured, Unpaid Amounts: 6% between Borrower and Lender for Terms of Payment (principal and interest): Capitalized terms not defined herein shall have meanings assigned to them in the Contract. The Principal Amount is a forgivable deferred payment loan. Payment of the Principal Amount will only be required if Borrower does not comply with the terms of the Contract, the requirements of the CDBG Program and the CDBG Regulations or the terms of this Note and any instrument evidencing or securing the Loan (collectively, the "Loan Documents"). This Note is the Note required in the Contract and has been executed and delivered in accordance with its terms. The funds advanced by Lender are CDBG funds used for acquisition and closings costs and the Contract requires that the Required Improvements located on the Property must meet the CDBG Requirements, the City Requirements, and the National Objective for the 20 year Performance Period as CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 11 Rev. 07.13.2016 more particularly defined in the Contract. Borrower shall fulfill the following CDBG Requirements as more particularly defined in the Contract: 1. Build the Required Improvements on the Property. 2. Manage and operate the project to ensure at least 51% of the units are leased to CDBG Eligible Households during the Performance Period. 3. Collect Tenant Documentation in compliance with the Contract and the CDBG Regulations during the Perfonnance Period. 4. Comply with all applicable provisions of the CDBG Regulations. Borrower shall fulfill the following City Requirements as more particularly defined in the Contract: 1. Manage and operate the project to ensure 15 PSH Units are maintained in compliance with the Contract during the Perfoiniance Period. 2. Manage and operate the project to ensure at least 55% of the units are leased to CDBG Eligible Households during the Performance Period. 3. Manage and operate the project to ensure that at least 16 of the units are Accessible Units during the Performance Period 4. Operate the project continuously during the Perfonnance Period. The Loan evidenced by this Note and the obligations described in the Contract pertaining to the CDBG Program and the CDBG Regulations will be in default and the Principal Amount and any other sums due hereunder may be declared immediately payable if the Required Improvements located on the Property do not meet the National Objective and fulfill the CDBG Requirements and the City Requirements for the 20 year Performance Period, all as more particularly defined in the Contract In the event of such default, Lender may invoke any remedies provided in the Contract or the Deed of Trust for default. On perfoiniance of the obligations described in the Contract and the teinis and conditions of the Loan Documents, the Loan will be forgiven. Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske, Trustee, or Leann D. Guzman, Trustee, which covers the following real property: Lot 1R, Block 30, Original Town of Fort Worth, an addition to the City of Fort Worth Tarrant County Texas, according to the plat thereof recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, Save and Except that certain portion of subject property conveyed to BNSF Railway Company, a Delaware corporation by Fort Worth Transportation Authority, a municipal corporation, by instrument dated July 3, 2012, filed July 5, 2015, recorded under Clerk's File No. D212160570, Real Property Records, Tarrant County, Texas commonly known as 904 E Weatherford, Fort Worth, Texas 76102 (the "Property"). Other Security for Payment: None If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender the Principal Amount In that event, this Note is payable at the Place for Payment and according to the Terris of Payment. All unpaid amounts are due by the Maturity Date. After maturity, Borrower promises to pay any unpaid CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 12 Rev. 07.13.2016 principal balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts. If Borrower defaults in the payment of this Note or in the performance of its obligations under the Contract or the CDBG Program or the CDBG Regulations or any other obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the Note immediately due and payable. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower written notice of such default. Borrower shall have a period of 7 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan Documents. Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the teims of any of the Loan Documents, prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan Documents If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Borrower also promises to pay reasonable attorney's fees and court and other costs if this Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment These expenses and interest will become part of the debt evidenced by the Note and will be secured by any security for payment. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of non -usurious interest that may be contracted for, taken, reserved, charged, or received under law Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or peu pitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. The indebtedness evidenced by this Note is and shall be subordinate only as approved by Lender through the execution of a Subordination Agreement Subject to any cure periods provided in the documents evidencing the Senior Indebtedness, if there is a default in payment of any part of principal or interest of any part of the Senior Indebtedness or a breach of any covenants contained in any instruments securing it the debt evidenced by this Note will immediately become payable at the option of Lender If Borrower fails to perfotni any of Borrower's obligations in the promissory note evidencing the Senior Indebtedness or in any instruments securing same, Lender may perform those obligations and be reimbursed by Borrower, on demand, at the Place for Payment for any amounts advanced, including attorney's fees, plus interest on those amounts from the date of payment at the Annual Interest Rate on Matured, Unpaid Amounts. The amount to be reimbursed will be secured by all instruments securing this Note. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 13 Rev. 07.13.2016 The execution and delivery of this Note are required under the Contract. If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust or any other document evidencing the same transaction between Lender and Borrower the provisions of the Contract will govern to the extent of the conflict. Capitalized terms not defined herein shall have meanings assigned to them in the Contract. This Note will be construed under the laws of the state of Texas without regard to choice -of -law rules of any jurisdiction This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any other party shall have any personal liability for repayment of the Loan described in the Contract. The sole recourse of Lendei under the Loan Documents for repayment of the Loan shall be the exercise of its rights against the Security for Payment [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 14 Rev. 07.13.2016 THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. FORT WORTH HOUSING FINANCE CORPORATION Aubrey Thagard, Assistant General Manager CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 15 Rev. 07.13.2016 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Date: Deed of Trust Security Agreement ® Financing Statement CDBG Funds Terms Grantor: Fort Worth Housing Finance Corporation, a Texas housing finance corporation Grantor's Mailing Address: CIO Assistant General Manager of Fort Worth Housing Finance Corporation 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: City Attorney's Office City of Fort Worth 1000 Throckmorton St. Fort Worth, TX 76102 Tarrant County Lender: City of Fort Worth, a Texas municipal corporation Lender's Mailing Address: City of Fort Worth Neighborhood Services Department Attention Assistant Director 1000 Throckmorton Street Fort Worth, Texas 76102 Tarrant County Loan Authority: The loan evidenced by this Note (the "Loan") is being made pursuant to grant monies from the United States Department of Housing and Urban Development CHUB' under Title I of the Housing and Community Development Act of 1974, as amended, 42 USC 5301 et seq for utilization in connection with its Community Development Block Grant (` CDBG Program") and the Community Development Block Grant Entitlement Program Regulations, as amended, 24 CFR Part 570 et seq. (the "CDBG Regulations") with CDBG funds Obligations Note CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 16 Rev. 07.13.2016 • Date: July 18 2016 Original Principal Amount: $2,200,000.00 Borrower: Fort Worth Housing Finance Corporation, a Texas housing finance corporation Lender: City of Fort Worth Teams of Payment: As provided in the Note Maturity Date: As described therein and in the Contract (as defined below) In addition, Obligations shall include compliance by Grantor with the requirements of the CDBG Program more particularly described in Section F. below. Property (including any improvements): Lot 1R, Block 30, Original Town of Fort Worth, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, Save and Except that certain portion of subject property conveyed to BNSF Railway Company, a Delaware corporation by Fort Worth Transportation Authority, a municipal corporation, by instrument dated July 3, 2012, filed July 5, 2015, recorded under Clerk s File No. D212160570, Real Property Records, Tarrant County, Texas, commonly known as 904 E. Weatherford, Fort Worth, Texas 76102 (the "Property"). Together with the following personal property: All fixtures, supplies, building materials, and other goods of every nature now or hereafter located, used, or intended to be located or used on the Property; All plans and specifications for development of or construction of improvements on the Property; All contracts and subcontracts relating to the construction of improvements on the Property, All accounts, contract rights, instruments, documents general intangibles, and chattel paper arising from or by virtue of any transactions relating to the Property; All permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; All proceeds payable or to be payable under each policy of insurance relating to the Property; and All products and proceeds of the foregoing. Notwithstanding any other provision in this Deed of Trust, the telin "Property" does not include personal effects used primarily for personal, family, or household purposes. In addition to creating a deed -of -trust lien on the Property described, Grantor also grants to Lender a security interest in all of the above -described personal property pursuant to and to the extent pelluitted by the Texas Uniform Commercial Code. Prior Liens: The indebtedness evidenced by this Note is and shall be subordinate only as approved by Lender through the execution of a Subordination Agreement Subject to waiver, notice, grace and cure period, if any, if default occurs in payment of any part of principal or interest of any part of senior indebtedness authorized through a Subordination Agreement or in observance of any covenants of the deeds of trust or other loan documents securing a senior indebtedness, the entire debt secured by this Deed of Trust will immediately become payable at the option of Lender. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 17 Rev. 07.13.2016 Other Exceptions to Conveyance and Warranty: The Permitted Exceptions set forth on Exhibit "A" attached hereto and incorporated herein for all purposes, to the extent that they relate to the Property. For value received and to secure performance of the Obligations, Grantor conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty On performance of the Obligations including payment of the Loan and all other amounts secured by this Deed of Trust if required and performance of the requirements of the CDBG Program, this Deed of Trust will have no further effect and Lender will release it at Grantor's expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to- 1. keep the Property in good condition and repair; 2. pay all taxes and assessments on the Property before delinquency, and not authorize a taxing entity to transfer its tax lien on the Property to anyone other than Lender; 3. defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve the lien's priority as it is established in this Deed of Trust; 4. obey all laws, ordinances, and restrictive covenants applicable to the Property; 5. maintain all insurance coverages with respect to the Property revenues generated by the Property, and operations on the Property that Lender reasonably requires ("Required Insurance Coverages"), issued by insurers and written on policy forms acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a fotiu acceptable to Lender at least 10 days before the expiration of the Required Insurance Coverages. 6. keep any buildings occupied as required by the Required Insurance Coverages; 7. obey all laws, ordinances, and restrictive covenants applicable to the Property; 8. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all prior lien notes pursuant to their respective terms and abide by or cause to be abided by all prior lien instruments and 9. notify Lender in writing of any change of address. Grantor agrees not to- 1. do or permit anything to be done that will impair the security of this Deed of Trust. B. Lender's Rights 1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 18 Rev. 07.13.2016 2. If the proceeds of the Loan are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid. 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 perfoiln those obligations and be reimbursed by Grantor on demand for any amounts so paid, including reasonable attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust. 5. If there is a default on the Obligations or if Grantor fails to perform any of Grantor's Obligations under this Deed of Trust and the default continues after any required notice of the default and the time allowed to cure, Lender may - a. declare any unpaid principal balance and any earned interest on the Obligations immediately due; b. exercise Lender's rights with respect to rent under the Texas Property Code as then in effect; c. direct Trustee to foreclose this lien, in which case Lender or Lender's agent will cause notice of the foreclosure sale to be given as provided by the Texas Property Code as then in effect; and d. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Obligations 6. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will- 1. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; 2. sell and convey all or part of the Property "AS IS' to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or implied, by Trustee; 3. from the proceeds of the sale, pay, in this order - a. expenses of foreclosure, including a reasonable commission to Trustee, b. to Lender, the full amount of principal, interest, reasonable attorney's fees, and other charges due and unpaid; c. any amounts required by law to be paid before payment to Grantor; CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 19 Rev. 07.13.2016 d. to Grantor, any balance; and 4. be indemnified, held harmless, and defended by Lender against all costs expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created by this Deed of Trust, which includes all court and other costs, including reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that capacity. D. General Provisions 1. If any of the Property is sold under this Deed of Trust Grantor must immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of the purchaser, subject to an action for forcible detainer. 2. Recitals in any trustee's deed conveying the Property will be presumed to be true, absent evidence to the contrary. 3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Obligations is extended or part of the Property is released, unless a Subordination Agreement is executed by the Lender. 5. If any portion of the Obligations cannot be lawfully secured by this Deed of Trust, payments will be applied first to discharge that portion 6. Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property After deducting any expenses incurred, including reasonable attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligations and any excess proceeds shall be paid to Grantor Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or known threatened proceedings for condemnation of all or part of the Property. Notwithstanding the above, in the event of any fire or other casualty to the Property or eminent domain proceedings resulting in condemnation of the Property or any part thereof, Grantor shall have the right to rebuild the Property, and to use all available insurance or condemnation proceeds therefore, provided that (a) such proceeds are sufficient to keep the Obligations in balance and rebuild the Property in a manner that provides adequate security to Lender for repayment or perfouniance 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 athibutable to casualty or condemnation If the casualty or condemnation affects only part of the Property and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Obligations m a manner that provides adequate security to Lender for repayment of the remaining balance of the Obligations, and any excess proceeds shall be paid to Grantor. 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor may as Lender s licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other income and receipts to payment of the CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Page 20 Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Rev. 07.13.2016 Obligations and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the excess If Grantor defaults in payment or performance of the Obligations or performance of this Deed of Trust, Lender may terminate Grantor s license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and receipts Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property Lender will apply all rent and other income and receipts collected under this paragraph as required by the Texas Property Code as then in effect Lender is not required to act under this paragraph, and acting under this paragraph does not waive any of Lender's other rights or remedies. 8. Interest on the debt secured by this Deed of Trust will not exceed the maximum amount of non - usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or pernitted 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. 15. Grantor agrees to allow Lender or Lender's agents to enter the Property during regular business hours upon at least 48 hours prior notice and inspect it and any personal property in which Lender is granted a security interest by this Deed of Trust. 16. Grantor may not sell, transfer, or otherwise dispose of any Property, whether voluntarily or by operation of law, except for condemnation or to obtain utility easements, without the prior written consent of Lender. If granted, consent may be conditioned upon (a) the grantee's integrity reputation, character, CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Page 21 Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Rev. 07.13.2016 creditworthiness, and management ability being satisfactory to Lender; and (b) the grantee's executing, before such sale, transfer, or other disposition, a written assumption agreement containing any terms Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust or any other instruments evidencing or securing the Obligations. Grantor may not cause or permit any Property to be encumbered by any liens, security interests, or encumbrances other than the liens securing the Obligation and the liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions without the prior written consent of Lender If granted, consent may be conditioned upon Grantor's executing, before granting such lien, a written modification agreement containing any terms Lender may require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, an approval fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust without the prior written consent of Lender. If granted, consent may be conditioned upon the Subordinate Instrument's containing express covenants to the effect that - a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust; b. if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument, no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender, and that consent, if granted, may be conditioned in any manner Lender determines; c. rents, if collected by or for the holder of the Subordinate Instrument, will be applied first to the payment of the Obligations then due and to expenses incurred in the ownership, operation, and maintenance of the Property in any order Lender may determine, before being applied to any indebtedness secured by the Subordinate Instrument; d. written notice of default under the Subordinate Instrument and written notice of the commencement of any action to foreclose or otherwise enforce the Subordinate Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement; and e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligations and this Deed of Trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any of its membership interests; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership (2) the sale, pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, or (3) except for a limited partnership interest in a low income housing project, the withdrawal from or admission into it of any controlling limited partner or partners If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender; and (b) the execution, before such event, by the person succeeding to the interest of CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Page 22 Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Rev. 07.13.2016 Grantor in the Property or ownership interest in Grantor (or security interest in such ownership) of a written modification or assumption agreement containing such terms as Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. 17. Grantor agrees not to grant any future lien or security interest in the Property or to permit any future junior encumbrance to be recorded or any existing or future claim to otherwise become an encumbrance against the Property. If an involuntary encumbrance is filed against the Property, Grantor agrees, within 30 days of actual notice, to either remove the involuntary encumbrance or insure against it or provide a bond acceptable to Lender against the involuntary encumbrance. parties. 18. This Deed of Trust binds, benefits, and may be enforced by the successors in interest of all 19. If Grantor and Borrower are not the same person, the term Grantor includes Borrower. 20. Except as may be specifically stated in this Deed of Trust or the Note, Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. 21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney for enforcement 22. If any provision of this Deed of Trust is determined to be invalid or unenforceable, the validity or enforceability of any other provision will not be affected. 23. The terra Lender includes any mortgage servicer for Lender. 24. The debt and the performance secured by this Deed of Trust is a nonrecourse obligation of Borrower. Neither Borrower nor any other party shall have any personal liability for repayment of the Loan described in the Contract The sole recourse of Lender under the Loan documents for repayment of the Loan or performance of any of the Obligations shall be the exercise of its right against the security for payment as defined in the Note. E. Construction Loan Mortgage 1. This Deed of Trust is a ' construction mortgage" within the meaning of Section 9 334 of the Texas Business and Commerce Code. The liens and security interests created and granted by this Deed of Trust secure an obligation incurred for the construction or rehabilitation of improvements on land. 2. Grantor agrees to comply with the teens, covenants and conditions of City Secretary Contract No. between Grantor and Lender (the `Contract") which requires the Note and this Deed of Trust. All advances made by Lender under the Contract will be indebtedness of Grantor secured by the liens created by this Deed of Trust, and such advances are conditioned as provided in the Contract. 3. All amounts disbursed by Lender before completion of the improvements to protect the security of this Deed of Trust up to the principal amount of the Note will be treated as disbursements under the Contract. All such amounts will bear interest from the date of disbursement at the rate stated in the Note, unless collections from Grantor of interest at that rate would be contrary to applicable law, in which event such CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Page 23 Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Rev. 07.13.2016 amounts will bear interest at the rate stated in the Note for matured, unpaid amounts and will be payable on notice from Lender to Grantor requesting payment. 4. From time to time as Lender deems reasonably necessary to protect Lender's interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form as Lender directs but subject to the rights of any senior lien holders, assignments of any and all rights or claims that relate to the construction of improvements on the Property. 5. In case of breach by Grantor of the terms, covenants and conditions of the Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or without entry on the Property, may (a) invoke any of the rights or remedies provided in the Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies provided in this Deed of Trust, or (c) do both. F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE FOLLOWING CONDITIONS AND RESTRICTIONS: The Note secured by this Deed of Trust is the Note required in the Contract between Grantor and Lender and has been executed and delivered in accordance with its terms. The funds advanced by Lender are CDBG funds used for acquisition and closing costs and the Contract requires that the Required Improvements located on the Property must meet the CDBG Requirements, the City Requirements, and the National Objective for the 20 year Performance Period, all as more particularly defined in the Contract, in accordance with the CDBG Program and the CDBG Regulations. Borrower shall fulfill the following CDBG Requirements as more particularly defined in the Contract: 5. Build the Required Improvements on the Property. 6. Manage and operate the project to ensure at least 51% of the units are leased to CDBG Eligible Households during the Performance Period. 7. Collect Tenant Documentation in compliance with the Contract and the CDBG Regulations during the Performance Period. 8. Comply with all applicable provisions of the CDBG Regulations. Borrower shall fulfill the following City Requirements as more particularly defined in the Contract: 5. Manage and operate the project to ensure 15 PSH Units are maintained in compliance with the Contract during the Performance Period. 6. Manage and operate the project to ensure at least 55% of the units are leased to CDBG Eligible Households during the Performance Period. 7. Manage and operate the project to ensure that at least 16 of the units are Accessible Units during the Performance Period. 8. Operate the project continuously during the Performance Period. The Loan and any sums due under the Note or this Deed of Trust will be in default and may be declared immediately payable if the Required Improvements located on the Property does not serve Income Ehgible Clients and meet the National Objective, and comply with the CDBG Requirements and the City Requirements for the 20 year Performance Period, all as more particularly defined in the Contract. In the event of such default, Lender may invoke any remedies provided herein or in the Contract. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 24 Rev. 07.13.2016 This Deed of Trust has also been executed and delivered pursuant to the terms of the Contract. Grantor agrees to perform each and every obligation set forth in the Contract and will not permit a default to occur thereunder. Any default in the performance of Grantor's obligations under the terms of the Contract, the CDBG Program or CDBG Regulations shall be deemed a default in the terms of the Note and Lender may invoke any remedies provided herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 25 Rev. 07.13.2016 THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. STATE OF TEXAS COUNTY OF TARRANT FORT WORTH HOUSING FINANCE CORPORATION By: § § Aubrey Thagard Assistant General Manager This instrument was acknowledged before me on , 2016 by Aubrey Thagard, the Assistant General Manager of the Fort Worth Housing Finance Corporation, a Texas housing finance corporation, on behalf of said corporation. Notary Public, State of Texas AFTER RECORDING RETURN TO: City of Fort Worth City Attorney's Office Attention: Vicki S. Ganske 1000 Throckmorton Street Fort Worth, Texas 76102 CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 26 Rev. 07.13.2016 EXHIBIT "A" PERMITTED ENCUMBRANCES 1. Restrictive Covenants as recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas, but omitting any covenant or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law. 2. Rights of tenants in possession, as tenants only, under any unrecorded leases or rental agreements. 3. The following, all according to the plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas: (a) 10 foot utility and drainage easement; (b) 15 foot sanitary sewer easement; (c) 15 foot drainage easement centered on existing 3x6 stoini drain; (d) 7.5 utility easement; (e) public open space easements; and (f) floodway easement 4. El asement(s) and rights incidental thereto, as granted in a document Granted to: City of Fort Worth, a municipal corporation Purpose: As provided in said document Recording Date: December 16, 1963 Recording No: in Volume 3881, Page 20, Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas 5 Easement(s) and rights incidental thereto, as granted in a document Granted to: City of Fort Worth a municipal corporation Purpose: As provided in said document Recording Date: February 14, 1964 Recording No: in Volume 3900, Page 50, Real Property Records, Tarrant County, Texas and as shown on plat recorded in Volume 388-218, Page 75, Plat Records, Tarrant County, Texas 6 Easement(s) and rights incidental thereto, as granted in a document* Granted to: City of Fort Worth a municipal corporation Purpose: As provided in said document Recording Date: August 31, 1994 Recording No: in Volume 11711, Page 472 Real Property Records, Tarrant County, Texas 7 Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated March 17, 2008, by and between Fort Worth Transportation Authority, as Lessor, and XTO Energy Inc , as Lessee, as evidenced m a memorandum thereof filed March 20, 2008, recorded under Clerk's File No. D208100631, Real Property Records, Tarrant County, Texas. As affected by Amendment and Ratification of Oil and Gas Lease and Memorandum of Oil and Gas Lease filed July 21, 2010, recorded under Clerk's File No. D210176244, Real Property Records, Tarrant County, Texas. Reference to which instrument is here made for particulars. No further search of title has been made as to the interest(s) evidenced by this instrument, and the Company makes no representation as to the ownership or holder of such interest(s). CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 27 Rev. 07.13.2016 EXHIBIT L6F" REIMBURSEMENT FORMS FORT WORTH HOUSING FINANCE CORPORATION CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 28 Rev. 07.13.2016 Attachment I Developer: Address: City, State, Zip: Project: Tax ID Number Phase Number: This Invoice $ INVOICE Fort Worth Housing Finance Corporation Mixed Income Multifamily Development Amount 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 mformation could leave the certifying official subject to the penalties of federal, state, and local law. Original Signature and Date: Name: Title: CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 29 Rev. 07.13.2016 Attachment II Line No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Total City of Fort Worth Neighborhood Services Department Expenditure Worksheet Developer. Fort Worth Housing Finance Corporation Project: Mixed Income Multifamily Development Date Check No. Payee or Beneficiary* Description* Amount *Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if applicable. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 30 Rev. 07.13.2016 EXHIBIT "G" DOCUMENTATION OF CDBG REQUIREMENTS FORT WORTH HOUSING FINANCE CORPORATION Capitalized terms not defined in this Exhibit shall have meanings assigned to them in the Contract. NATIONAL OBJECTIVE: A minimum of 51% of the units in the project will be Affordable Units upon completion and remain Affordable Units throughout the Performance Period. CDBG REQUIREMENTS: 1. During Term of Contract Developer will use the CDBG Funds to purchase land located at 904 E. Weatherford Street, Fort Worth, TX 76102. Developer will spend CDBG Funds on costs associated with land acquisition and closing costs for the Required Improvements 2. During Term of Performance Period: In consideration for the CDBG Funds provided through this Contract, Developer agrees to provide the following information and meet the following requirements• • Submit annually the attached Project Compliance Report: Rental Housing fouu and copies of Tenant Documentation for all Affordable Units leased • Meet the CDBG Requirements and National Objective as outlined in this Exhibit "G". o If Developer is using the attached Certification of Income Statement, then each Affordable Unit leased shall have a complete Certification of Income Statement form in the file. The form will be verified by Developer's staff who will complete the "For Use by Agency Staff only" box at the bottom of the Certification of Income Statement once the foiui has been verified. o Developer's staff must ensure that at least 51% of all Affordable Units leased have incomes at or below 80% of AMI on a yearly basis (October 1 through September 30). • Ensure compliance with the CDBG Requirements; Developer shall ensure that property management staff located onsite will be provided with a copy of this Contract and a relevant CDBG training manual CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 31 Rev. 07.13.2016 Prect Name: Reporting Period: From # of HOME -Assisted Units: PROJECT COMPLIANCE REPORT: RENTAL HOUSING Cofttl e-1#: Owner Name: To # of High HOME Units Required: # of Low HOME Units Required: Er All data reported should be consistent with requirements [described in contract and any amen clients Lase date Unit Number Low or High' HOME Rent Unit? Tenant Name Type of Household Seined: 1 Snore, rc 1etese ly 2 Elderly 3 Single 4 Two pa cn its 5 Other Other Assistance Type Salo_t 1 Secion a 2 HAVE TERA 3 Other Sedersi. state. cr;ccal assistance 4 No assistance ' St of 'Date of Last Pecscns Income €n NH t o1 BRs CerlIficatrcm Race Select Wh to 2 Slack/ African American 3 Asian 4 American Incfarl/Al aSkan Native 5 Native HaeraeaniOlhrx Pardh-c Islander Low HOMErents may not exceed 30% a the adusted Income or households at 50% of area median Income, adjusted for ho-asehefd size and adicsIS^ far tenant -paid Add:tionahy, law s-CME nets may not exceed the Hirt, HOVE standad (which may bet capped bythe FMR). At lease 2355 of HOME units in protects with 5 or more HOME -assisted units must have lax HONE rent - High HOME rst arpiy to sI ether HOME-assited units and are calctrated as the lesser or the section 8 (Choice Voucher) Far Market Rent or23% of adjustec montHy interne for hau.ehcldc at IS% arc meaSan re, alu..tcd for heusthold size. and DAustcd for tenant -paid WIWes, Both sets of rents are pubs# cd try HUD. and bath Ilrht me local contract rent lndudrtg rental assistance, except for protect -based assistance for the Las HOknE rent unit. Unit Utility Monthly Max Rant Allowance Rent Tenanr a Annual Gress 5 American Indian7Alotkan Native L 4+,hitt 7 Asian &'white 8 Etack & While 9 American IndianiAleskan Nsaye & Etad< 10 Otner Gerbil -cation: The undersigned, heresy, gives assurance that to the best of my Knox:ledge and belief, the data included in this refit is true and accurate. and If is a non-profit =onoy„ has born approved by the govemng body of the organization prior to tut: mission. This completed arx1 signed dotum©nt should be Sub -flitted lo the City annually per your contract A copy should be retained in your flea T i'c Prim Name; Sigr ltue: Date: Phone No 5) of Median Income Hispanic? P. EXHIBIT ' G" 'Otter Assistance Type of Type household CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 32 Rev. 07.13.2016 CERTIFICATION OF INCOME STATEMENT Applicant Name: Current Address: Phone : Last Name First Name Household Members and Income (including Applicant) Age Monthly Source/Employer Name Income **PERSONAL 1NFORb LkTION: (Check one in each item. Optional hnforumtion for Federal Reporting Purposes) a. ■ MALE b. ■ WHITE ❑ BLACK/AFRICAN AMERICAN 0 BLACK/AFRICAN AMERICAN & WHITE FENIAL.E 0 AMERICAN INDIAN/ALASKAN NATIVE ❑ ASIAN AMERICAN INDIAN/ALASKAN NATIVE & WHITE 0 ASIAN & WHITE NATIVE HAWAIIAN/OTHER PACIFIC ISLANDER ❑ BALANCE/OTHER 0 ADIERICAN INDLAN/ALASKAN NATIVE & BLACKIAFRICAN AMERICAN ■ ■ c. ETHNICITY d. DISABLED e. IS CLIENT WOMEN HEAD OF HOUSEHOLD ❑ HISPANIC ❑ YES 0 YES ❑ NON -HISPANIC 0 NO 0 NO * TOTAL NUMBER OF HOUSEHOLD MEMBERS Total Anticipated Annual Household Income• (Include Yourself AND everyone who lives in the house.) Certification: I certify that the information I am providing is true and could be subject to verification at any time by a third party. I also acknowledge that the provision of false information could leave me subject to the penalties of Federal, State and local law WARNING: TITLE 18, SECTION 1001 OF THE U.S. CODE STATES THAT A PERSON IS GUILTY OF A FELONY FOR KNOWINGLY AND WILLINGLY MAKING FALSE OR FRAUDULENT STATEMENTS TO ANY DEPARTMENT OF THE UNITED STATES GOVERNMENT. Signature of Applicant Date For use by Agency staff only Household Size: Gross Annual Income• Applicable Income Limit Is Applicant Eligible? Check if Applicant refused to provide demographic information* n Staff Assessment of Demographics* Pelson Making Determination* Date: NOTE: Address, meow amounts and sources for ALL household members are required. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 33 Rev. 07.13.2016 CERTIFICACION DE DECLARACION DE INGRESOS Nombre del Solicitante: Doniicilio Actual: Numero de Telefono: Miembros en el Hooar e Inaresos (Incluir el/la solicitante) Apellido Nombre Edad Ingleso Fuente de Ingresos/Nombre de Empleador Mensual **INFORMLACION PERSONAL* (Selection tmo en cada categoria. Information optional para propositos de infoniracion Federal) a. ❑ MASCULINO b. ■ CAUCASICO ■ NEGRO/AFRICANO AMERICAN° NEGRO/AFRICANO AMERICANO & CAUCASICO FEnIININO ❑ INDIO AMERICANO./NATIVO DE ALASKA ❑ ASI_ATICO ❑ INDIO ANIERICANO/NATIVO DE ALASKA & CAUCASICO ■ ASIATICO & CAUCASICO ❑ NATIVO HAWALANO/OTRO DE LAS ISLAS PACIFICAS ❑ BALANCE/OTRO INDIO AMERICANO / NATIVO DE ALASKA & NEGRO/AFRICANO AMERICANO ■ c. ETNICIDAD d. DISCAPACITADO e ;,ES EL SOLICIT.ANTE UNA MUJER Y CABECERA DEL HOGAR? ❑ HISPANO ■ SI ■ SI NO-HISPANO ■ NO ■ NO ■ F NUMERO TOTAL DE MIR\ EBROS EN EL HOGAR Ingreso total del hogar anual anticipado: (Incluye a si uusmo y a todos los que \riven en la casa) Certification: Certifico que la information que proporciono es verdad y podria ser susceptible a la comprobacion a cualquier tiempo por teiceros. Yo tambien reconozco que la provision de information falsa me podria dejar sujeto et las penalidades Federales, Estatales y locales. ADVERTENCIA: Tinto 18, SECCION 1001 DEL CODIGO DE EE.UU. QUE UNA PERSONA Es CULPABLE DE UN DELITO POR SABER Y VOLUNTARIAMENTE HACER DECLARACIONES F_ALSAS 0 FRALTDLJLENTAS A CtiALQI IER DEPARTAMENTO DEL GOBIERNO ESTADOUNIDENSE. Firma del Solicitante Fecha Para use de empleados de la agenda De Miembros de Familia: Ingreso Anual: Liinite de Ingreso: tEs solicitante elegible? : Compruebe si el solicitante se nego a dar su information personal* ❑ Evaluacion del empleado sobre information personal: Persona haciendo la determination: Fecha: Note: La direction de 1a Casa v los ingresos (v sus origenes) para todos miembros del hogar 5011 regneridos. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 34 Rev. 07.13.2016 EXHIBIT "H" FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS FORT WORTH HOUSING FINANCE CORPORATION Wage Determination to be issued at the appropriate time in order to ensure compliance with Davis - Bacon regulations. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 35 Rev. 07.13.2016 Federal Labor Standards Provisions Applicability The Project or Program to which tho construction work covered by this contract pertains is boing assisted by the United States of America and tho following Fedora! Labor Standards Provisions are included In this Contract pursuant to the provisions applicable to such Fedora) assistance. A. i. (I) Minimum Wages. All laborers and mochanics employed or working upon the site of the work, will bo paid uncondltionaily and not toss often than once a wok, and without subsequont deduction or rebate on any account (except such payroll deductions as are permitted by regulations Issued by the Secretary of Labor under the Copeland Act (20 CFR Part 3), the full amount of wages and bona fide fringe beno►its (or cosh equivalents Ihoroof) due at time of payment computed at rates not loss than those contained In the wage determination of the Secretary of Labor which Is attached hereto and,mada a part hereof regardless of any contractual rototionship which may be alleged to exist botwaon tho contractor and such laborers and mechanics, Contributions made or costs reasonably anticipated for bona fide fringe benefits under Section I(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages pald to such laborors or mechanics. subject to the provisions of 29 CFR 5.6(a)(1)(Iv); also, rogulor contributions made or costs Incurred for more than o weekly period (but not loss ofton than quarterly) under piens, funds, or programs, which cover the particular weekly period, are deemed to be constructively made or Incurred during such weekly period. Such laborers and mechanics shall bo paid the approprlato wage rale and fringe benefits on the wage determination for the classification of work actually performed, without rogord to skill, except es provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work In more than one classification may be componsotod al Iho rate specified for each classification for the Limo actually worked (heroin: Provided, That the employer's payroll records accuratoty aol forth the limo spent In each classification In which work Is performed. The wage determination (including any additional ciosslf►cotlon and wage rotes conformed under 29 CFR 6,6(a)(1)(II) and the Davis -Bacon poster (WH• 1321) shall be posted at all limes by the contractor end Its subcontractors at the site of the work in a prominent and accessible, place whoro 11 can bo easily soon by Iho workers. (II) (a) Any class of laborers or mechanics which Is not listed In the wage dotorminotion and which Is to bo employed under the contract shall bo classified In conformance with the wage determination. HUD shall opprovo en oddillonnl classllicatlon and wage rate and fringe benefits therefor only when the following criteria havo been met: Previous odltions aro obsolete U.B. Dopartmont of Housing and Urban Development °Rice of Lebor Relations (i) Tho work to be performed by the classification requested Is nol performed by a classification in tho wage determination; end (2) Tho classification is utilized In the area by the construction Industry; and (3) Tho proposed wage rate, Includino any bona ildo fringe benefits, boars a reasonable relationship to the wage rates contained In the wage determination (b) If the contractor and the laborers and mechanics to be employed In the classification (If known), or their representatives, and HUD or Its designed agree on the classllicotion and wage roto (Including tho amount dosignatod for fringe benefits whore appropriate), a report of tho action token shall be sent by HUD or its dosipnoo to Iho Administrator of tho Wago and Hour Division, Employment Standards Administration, U.S. Department of Labor. Washington, D.C. 20210. The Administrator, or an authorized roprosontative, will approve, modify, or dlsopprovo every additional classification action within 30 days of rocatpt and so adviso HUD or Its designee or will notify HUD or Its designee within tho 30-day period that additional lime is necessary. (Approved by the Office of Managoment and Budget under OMB control number 1215• 0140.) (c) In Iho event iho contractor, tho laborers or mechanics to be employed In the classification or their representatives, and HUD or Its designee do not agree on the proposed classification and wage rate (Including the amount designated for fringe benefits, whore appropriate), HUD or its designee shall rotor the questions, including the views of all Intorosiod parties and Iho recommendation of HUD or Its designee, to the Administrator for determination. The Administrator, or an authorized reprosentottve, will issue a determination within 30 days of receipt and so advise HUD or its designee or will notify HUD or its designee within the 30'day period that additional time Is necessary. (Approved by Iho Wilco of Management and Budget under OMB Control Number 1215.0140.) (d) The wago rate (Including fringe benefits whore appropriate) determined pursuant to subparagraphs (1)(II)(b) or (c) of this paragraph, shall be paid to all workers performing work in tho classification under this contract from the first day on which work is performed In the classification. (Ili) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benofll which is not expressed as en hourly rate, the contractor shell either 'soy the benefit as stotod In the wage dotorminallon or shall pay anothor bona tido tango benefit or an hourly cash equivalent Moral. (Iv) If the contractor does not make payment% to a trustee or othor third person, the contractor may consider as part form HUD4010 (0612009) Pagel of 5 ret. Handbook 13441 CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 36 Rev. 07.13.2016 of the wages of any iaboror or mechanic tho amount of any communlcotod In writing to the Iaborors or mechanics costs reasonably anticipator' in providing bona lido fringo offectod, and records which show Iho costs anticipated or benefits under a plan or program, Provided, That the the actual cost Incurred In providing such benefits. Secrolory of Labor has found, upon the written request of Contractors omploying apprentices or trainees under the contractor, that the applicable standards of the Davis- approved programs shell maintain written evidence of the Bacon Act have been met. The Secretary of Labor may registration of apprenticeship programs and certification of roqulre the contractor 10 sot aside In o separate account Iralnoe programs. lite registration of rho apprentices and assols for tho mooting of obligations under the plan or trainees and the ratios and wage rates prescrlbad In the program. (Approved by the Office of Management •and appllcablo programs. (Approved by rho Offlco of Budget under OMB Control Number 1215-0140.) Management and Budget undor OMB Control Numbers 2. Withholding, HUD or Its doslgnee shall upon its own 1215-0140 and 1216.0017.) action or upon wrllton request of an authorizod (II) (a) The contractor shall submit weekly for each week representative of the Department of Labor withhold or In which any contract work is performed a copy of all cause to be withheld from the contractor under this payrolls to HUD or its designee If the agency Is a party to contract or any other Federal contrac(wlth the same prime the contract but If the agency is not such a party the contractor, or any other Federally -assisted contract contractor will submit the payrolls to the applicant subject to Davis -bacon prevailing wage requlremonls, sponsor, or owner, as the case may be, for transmission to which Is held by rho same prlmo contractor so much of ibo HUD or its doslgnee, The payrolls aubmltted shell set oul accrued payments or advancos as may be considered accurately and completely all of the information required necessary lo pay laborers and mechanics, Including 10 be maintained under 29 CFR 6.5(a)(3)(I) except that full apprentices, trainees and helpers, employed by the social security numbers and home addresses shall not be contractor or any subcontractor the full amount of wages Included on weekly transmittals. Instead the payrolls shall roqulrod by the contract In the event of failure to pay any only need to Include an individually identifying number for laborer or mechanic, Including any apprentice trainee or °rich employee (e.g., the last four dlglts of the employoo's helper, employod or working on the site of tho work. all or social security number), Tho required weekly payroll part of the wages required by the contract, HUD or its Information may bo submitted In any form desired designee may, after written notico to the contractor, Optional Form WH-347 is available for this purpose from sponsor, applicant, or owner. lake such action as may be the Wage ' and Hour Division Web site at n ecessary to cause the suspension of any further hllo://tvww.dof oovlBRA/whd/formahvh347istr.htmm or Its paymonl, advance, or guarantee of funds until such successor silo. The prime contractor Is responsible for vlolations have consod. HUD or lls dosignoo may, after the submission of copies of payrolls by all subcontractors. W ritten notice to tho contractor, dlaburaD Duch amounts Contractors and subcontractors shall maintain the full withheld for and on account of the contractor or social security number and current address of each subcontractor lo the respective employees to whom They covered worker, and shell provide Them upon request to are due. The Comptroller General shall make such HUD or Its designee if the agency is a party to the disbursement& In the case of direct Davis -Bacon Act contract, but If the agency Is not such a party, the conlrects. contractor will submit Iho payrolls to the applicant 3. (I) Payrolls and basic rocords. Payrolls and basic sponsor, or owner, as the case may bo, for transmission to records relating thoreto shall be maintained by the HUD or Its dosipnee Iho contractor, or tho Wago and Hour contractor during the course of the work preserved fora Division of the Department of Labor for purposes of an period of three years thereafter for all laborers and Investigation or audit of compliance with prevailing wage mechanics working at the alto of tho work. Such records requirements. It Is not a violation of this subparagraphfor shall contain the name, address, and social security a prime contractor to require a subcontractor to provide number of each such worker, his or her correct addresses and social socurily numbers to the prime classification, hourly rates of wages paid (Including rates contractor for Its own records, without weekly submission of contributions ar costs anticipated for bona tide fringe to HUD or Its designao. (Approved by the Office of benefits or cash equivalents thereof of the types described Management and Budget under OMB Control Number In Section I(b)(2)(8) of the Davis -bacon Act), daily and 1215-0149.) wookly number of hours worked, deductions made and (b) Each payroll submitted shall bo accompanied by a actual wages paid Whenever the Socrotary of Labor has I Statement of Compliance,' signed by the contractor or • found under 20 CFR 6,6 (a)(1)(Iv) That the wages of any subcontractor or his or her agent who pays or supervises laborer or mechanic include the amount of any costs the payment of the peraons employed under tho contract reasonably anticipated In providing bonofits under a plan end shall certify the following; o r program described In Section I(b)(2)(8) of the Davie- (1) That tho payroll for the payroll period contains the Bacon Act, tiro contractor shall maintain records which information required to be provided under 29 CFR 5.5 show that Iho commitment 10 provide such benefits is (0)(3)(11), the appropriate information le. being maintained e nforceable. that rho plan or program Is financially under 29 CFR 5 6(n)(3)(I), and that such information Is responsiblo, and that the plan ar program has been correct and complete; Previous editions ore obsolete form HUD-4010 (0012009) Page 2 016 ref. Handbook 1344.1 - CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 37 Rev. 07.13.2016 (2) That each laborer or mechanic (Including each helper, apprentice, and trainee) employed on the contract during the payroll period has been pald the full weekly wages earned, without rebate. either directly or Indirectly, and that no deductions have boon made either directly or Indirectly from Iho full wages earned, other than permissible deductions as col forth In 29 CFR Part 3: (3) * Thal each laborer or mechanic has been pald not loos than the applicable wage rates and fringe benefits or Cash equivalents for the classification of work performed, as specified In the applicable wage determination Incorporated into Iho conlratt, (c) The weakly submission of a properly executed certification sal forth on tho rovers° side of Optional .Form WH-341 shall satisfy the requirement for submission of the 'Statement of Compliance required by subparagraph A.3.(11)(b). (d) 'rho falsification of any of the above cerlllicatlons may subject the contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 And Section 231 of TIIIe 31 of the United States Coda. (III) The contractor or subcontractor shall make the records required under subparagraph A.3.(I) available for Inspection, copying, or transcription by authorized representatives of HUD or Its designee or the Department o f Labor, and shall permit such representatives to Interview employees during working hours on the Job. If Iho contractor or subcontractor falls to submit the required records or to make thom available, HUD or Its designee may after written notice to life contractor, sponsor, applicant or owner, take such action as may be necessary to cause the suspension of any further payment, advance, o r guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may bo grounds for debarment action pursuant to 29 CFR 5.12, 4 Apprentices end Trainees, (I) Apprentices Apprentices will bo permitted to work at loss than tho predetermined rate for Iho work they performed when they are employed pursuant to end Individually registered In a bona fide apprenticeship program registered with the U.S. Department of Labor. Employment and Training Administration. Office of Apprenticeship Training Employer and Labor Services, or with a Stele Apprenticeship Agency recognized by tho O ffice, or if a person Is employed In his or hor first 00 days of probationary employment as en apprentice In such an apprenticeship program, who Is not Individually registered In the program bul who has been certified by the Office of Apprenticeship Training Employer and Labor S ervices or a Slate Apprenticeship Agency (whore appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices 10 Journeymen on the job elle In any craft classification shall n ot bo greater than the ratio permitted to the contractor as to the entire work force under tho registered program Any w orker listed an a payroll at an apprentice wage rate, who Previous ed4lons ore obsolete Page a of 5 la not registered or otherwise employed as slated above, shall bo pold not Toss Than iho oppllcoblo wage rate on tho wage detormination for the classification of work actually performed. In addition. any apprentice performing work on the job site In excess of the ratio permitted under the registered program shall be paid not loss than the applicable wage rate on the wage determination for the work actually performed. caloro a contractor is performing construction on a protect In a locality other than that In which Ha program is registered, the ratios and wage rates (expressed In percentages of the Journeyman's hourly rate) specified In the contractor's or subcontractor's registered program shall bo observed. Every apprentice Must be paid at not loss than the rale specified In tho registered program for the apprentice's level of progress, expressed es a percentage of tho Journeymen hourly rate 'specilled In the applicable wage determination. Apprentices shall be paid fringe benefits In accordance with the provisions of the apprenticeship program. If the appronlicoehip program dons not :Welly fringe benefits, apprentices must be paid the full amount of fringe benefits listed on tho wage determination for the applicable classllicollon. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes sholl be paid In accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a Stale Apprenticeship Agency recognized by Iho Office. withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices nt less than the applicable predetermined rate for the work performed until en acceptable program is approved. (II) Trainees, Except as provided In 20 CFR 3.16, trainees will not be permitted to work at Toss than the predetermined rate for the work performed unless they are employed pursuant ',to and Individually registered in a program which has received prior approval, evidenced by formal certification by the U S. Department of Labor, Employment and Training Administration The ratio of trafnoos to Journeymen on the Job site shall not be greater than permitted under the plan approved by the Employment and Training Administration, Every trainee must bo paid at not less Than the rate specified In the approved program for the trainee's level of progress, o xpresaod es a percentage of the Journeyman hourly rate specified In Iho epplIcabia wage determination tralnaes shall be paid fringe benefits In accordance with tho provisions of the trainee program if the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of Iho Wage and Hour Division determines that There Is an appronticeshlp program associated with the corresponding Journeyman wage rale on tho wage determination which provides for less than full fringe benefits for apprentices, Any e mployee listed on the payroll et a trainee rate who Is not registered and participating In a training plan approved by form HUD-4010 (06/20014 ref Handbook 1344.1 CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 38 Rev. 07.13.2016 the Employment and Training Administration shall bo paid n ot less Than the applicable wage rate on the wage determination for the work actually performed. In addition, n ny trainee performing work on the Job title In excess of the ratio permitted under the registered program shall tit' paid not loss than the applicable wage rate on the wage determination for Iho work actually performed, In the e vent the Employment and Training Administration w ithdraws approval of a training program, the contractor will no longer be permitted to utilize Iralnees at Tess than the applicable prodolerminod rate for the work performed until an acceptable program is approved. (Ili) Equal employment opportunity. The utilization of apprentices. trainees and Journeymen under 20 CFR Part 6 shall be In conformity with the equal employment opportunity roqulromonts of Executive Order 11246, as amended. and 29 CFR Part 30 5. Compllanco with Copeland Act roqulromonts. The contractor shall comply with the requirements of 29 CFR Port 3 which are Incorporated by reference in This contract 6. Subcontracts, Tho contractor or subcontractor will Insert In any subcontracts the clauses contained In subparagraphs 1 through 11 In this paragraph A and such other clauses as HUD or lls designee may by appropriate Instructions require and a copy of the applicable prevailing wngo decision, and also a clause requiring the subcontractors to include those clauses In any lower Ilor subcontracts Tho prime contractor shall bo rosponsible for the compliance by any subcontractor or lower Iler subcontractor wllh all the contract clauses in thls paragraph. 7. Contract termination; debarmont. A broach of the contract clauses In 29 CFR 516 may bo grounds for termination of the contract and for debarment as 0 contractor and a subcontractor as provided In 29 CFR 5 12, 8 Compliant° wilt Davl4$acan and Related Act Roquiroments All rulings and Interpretations of the Davis -Bacon and Related Acts contained In 29 CFR Parts 1, 3, and 5 are herein Incorporated by reference In this contract 9, Dlsputoa concerning labor standards. Disputes arising out of the tabor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in n ccordance with the procedures of the Department of Labor set forth in 29 CFR Paris 6, 6, and 7. Disputes within tho moaning of thls clause include disputes botwoon tho contractor (or any of Its subcontractors) and HUD or Its designee, the U,S, Doparimant of Labor or the e mployees or thelr representatives. 10. (I) certification o1 Eligibility. By ordering Into this contract the contractor certifies That neither It (nor ho or she) nor any person or firm who hos an Interest In the contractor's firm is a person or firm ineligible to bo awarded Government contracts by virtue of Section 3(a) of the Davis -Bacon Act or 29 CFR 5-12(a)(1) or 10 be Previous editions ore obsolete awarded HUD contracts or participate in IiUD programs pursuant to 24 CFR Part 24, (II) No part of This contract shall bo subcontracted to any person or firm ineligible for award of a Government contract by virtue of Suction 3(a) of the Crovts•Dacon Act or 28 CFR 5,12(a)(1) or to be awarded HUD contracts or participate In HUD programs pursuant to 24 CFR Part 24. (Ill) The penalty for making false statements is prescribed In the U.S Crlminat Code, 18 U.S C 1001. Additionally U.S. Criminal Code, Soctlon 1 01 0, Title 18, U.S.C. 'Federal Housing Administration transactions', provides in part• 'Whoever, for the purpose of .. . influoncing In any way the action of such Administration.... makes, utters or publishes any statement knowing the same to be false shall be fined not more Than $5,000 or Imprisoned not more than two years, or both." 11. Complaints Proveudings, or Testimony by Employees. No laborer or mechanic to whom Iho wage. salary, or other labor standards provisions of this Contract aro applicable shall be discharged or In any other manner discriminated against by the Contractor or any subcontractor because such omployeo has Mod any complaint or Instituted or caused to be Instituted any proceeding or hes testified or is about to testify in any proceeding under or relating to the labor standards applicable under this Contract to his employer. 2, Contract Work Hours and Safety Standards Mt. The provisions of this paragraph B are appNcablo where the amount of the prime contract exceeds $100.000. As used in this paragraph, the terms 'faborerfand'mechanics'Include watchmen and guards. (1) Ovortlmo roqulromonts. No contactor or subcontractor contrading for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic In any workweek in which the individual Is employed on such work to work In exovss of 40 hours in such workweek unless such laborer or mechanic receives compensation at a rate not loss than one and oneatalt times the basic rato of pay for al hours worked In excess of 40 hours In such workweek. (2) Violation; Ilsblllty for unpaid waga*; liquidated damegos In the event of any violation of the clause sot forth In subparagraph (1) of this paragraph, tho contractor and any subcontractor responsible Therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall bo liable to tho United States (In the case of work done under contract for the District of Columbia or a territory, t0 such District or to such lorritory), for liquidated damages. Such liquidated damagos shall be computod with rospoct to each individual laborer or mechanic, Including watchmen and guards employed In violation of the clause set forth In subparagraph (1) of Ihla paragraph, in the sum of 510 for each calendar day an which such individual was required or permitted to work In excess of the standard wortweek of 40 hours without payment of tho ovortino wages required by Iho clause sot forth in sub paragraph (1) of this paragraph. Pogo 4 of form HUD-4010 (06/2009) ref, Handbook 13441 CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 39 Rev. 07.13.2016 (3) Withholding for unpaid wagon and liquidated damages. HUD or Its doslgnoo shall upon Its own action or upon written roquost of an authorized rnpresentative of the Deparimont of Labor withhold or causo to bo withheld ftom any moneys payablo on account of work performed by tho contractor or subcontractor under any such contract or any other Fedora' contract wllh the same prime contract, or any other FOdorally•assislod contract subject to tho Contract Work Hours and Safely Standards Act which is held by the same prime contractor such surds as may bo determined to bo necessary to satisfy any Ilabllihos of such Contractor or subcontractor for unpaid wages and liquidated damages as provided In the clause set forth In subparagraph (2) of this paragraph. (4) Subcontracts. Tho contractor or subcontractor shall Insert In any subcontracts the clauses set forth In subparagraph (1) through (4) of this paragraph end also e clause requiring the subcontractors to Include These clauses In any lover tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower lior subcontractor W41h the clauses set forth In subparagraphs (1) through (4) of this paragraph. C. Hoalih end Safety. The provisions of this paragraph C are applicable where the amount of Tho prima contract exceeds S100.000. (1) No laborer or mechanic shall be required to work In surroundings or under working conditions which aro unsanitary. hazardous, or dangerous to his health and safely as determined under construction safoty and health standards promulgated by Ilia Secretary of Labor by regulation. (2) Tho Contractor shall comply with all regulations Issued by the Secretary of Labor pursuant to Title 29 Part 1926 and failure to comply may result In Imposition of sanctions pursuant to the Contract Work Hours and Safoty Standards Act, (Public Lew 01-54, 83 Stat 06). 40 USC ;701 et BOO, (3) The contractor shall Include the provisions of this paragraph in every subcontract so that such provisions WlI1 be binding On each subcontractor. Tho contractor shall take such action with respect to any subcontractor as the Secretary of Housing and Urban Development or tho Secretary of tabor shall direct as n means of enforcing such provisions, Previous editions a obsolete Page5o15 town HUD-4010 (00/2009)• ref, Handbook 1344.1 CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 40 Rev. 07.13.2016 EXHIBIT"I" SECTION 3 REPORTING FORMS FORT WORTH HOUSING FINANCE CORPORATION CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 41 Rev. 07.13.2016 r Part C Ernd oonerd and Training 1 . r.:a 2 e k-rtr el haw lieu Trade • %flare." Wow 1te rain :t 7 r.,.+a..ti xr al OP EXHIBIT Apr_ al NC ier�. rES to :tent a n:) rrfsx+.. re Tatra++ s • F craLaaa &aao'ra •7 rJ!• G • 11a. .' :aft Alttrtnne r •CLnG rstam., I G • CLOG We &c—rata%e rsr o vlirc ?tjxra CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 42 Rev. 07.13.2016 Part II: Contraotc „w-ardor P Ind cafe 'e any corn -rarity re recdrt ct Atte'ixec r rune•. .e_t.v 3 c! the 4d-r- ode b inc CrItrt: errnen: rsi rein_ 1cvHntme !e:,'De'rts the cnnn rats c : G7ltettcr cf r'c :curt}:. ©at►eir U emptrinet and ones e cncrn t °op mite Tart ha- arty •erj-We Inccre perms* , D3 turd at:4 G-n Part 13S. The race ati n a:;e:: the nr, _ r, ct the Dewart'ner : etfdrti recpen : a::e'-rn rsnrtc trel The cob is r cistnt:'aceI. — M.- -' f4r13:C11 Nil to c}Ieded anrul ; and Sector 9'6 ad: re HCCk at 133- C-rcJar A-1CS re no: xpp.caee. Tt! h'7r'n3:on !ILDI Incuded- ray*you 3 CD emu¢ wi 'I af.l- e 2 ro.n per respcn e, and :crrple:n; re rrr T1: fcr, tine: .5 C the Cwannest tc. mon tor u, r rest tr4e tlatr'r; ctje t1.e cfl Se:cn 3 tt prep entered ntc 3 nt,,e are M I De arat3zee tali d� rn ce 43' n- tr ,ntl rrr-gntr, tdr, ,inie rrin snt :tw i-LC' In'neet►►7 :'eprtrg reep ement: under Sector SCL- a:•:3; ct the M 3:.:rune o rennier11a1?. I: net 3ep4lcab"e tc th_s'arm. The Pre :), AG c' repertin7 !roarer -eft cc nctcantar :en:tree a> t: tn: Cara I_ aria tat rs =rice site n3 those Arc site, :-ryYrtddpen ec;.Ircatee me ter re.irsny r ructen: co_ethon co Intrntcn, am ty'n d CUB er trat the De rrn rr. ensi.re: =rce contra are care ea ce hcfarrN. The re7Jatcrs we ccrpdance N!Vi 5et'cn 3, ID r Qtu t3 C mitt, $CC t:y, Alec- Tra colethal! co Inicrrnttcn 1•errs*_ rt'4alram ty eete s The Cis rsp Ac't and 01.1E Idea te/n-] CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 43 Rev. 07.13.2016 141P_fa-� 3,sA' 10dins.4 natu`nd !c wort lc accom lla}nwtt7 al at nIC kuica curt ac rs andsinxAaLt EttaUa+ is tutrental Ly ry R rep L CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 44 Rev. 07.13.2016 EXHIBIT "J" STANDARDS FOR COMPLETE DOCUMENTATION FORT WORTH HOUSING FINANCE CORPORATION CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 45 Rev. 07.13.2016 FORT WORTHI Standards of Documentation for Reimbursement of Development Costs Cost Type Documentation Standard Acquisition of Vacant Lots • Notice to Seller (date must be on or before the date of optons agreement or sales contract and signed by the buyer and sel Teri • Recorded Deed of Trust • Purchase Agreement w/ Required HUD language • master Settlement Statement • Appraisal or other document used to determine purchase price • Proof of Payment (bank statement/cancelled check) Soft Costs (Arch sect, Engineer, • invoice Lancsscap ng, Sure eys, Appraisals, - Invoice should include: Enwironmenta , Legal Fees, Other date; Consultants, Etc.) company's letterhead; address for which service is prc"v i ded; description of service(s) and item (s); amount for itemized serif ces; and total amount • Proof of Payment (ie_ bank statement or cancelled check) • if applicable, fully executed contract/service agreements and applicable amendments - Provide printout from www_sam_gov verifying contractor/subcontractor is not listed on the debarred and suspension list • If on!y► a portion is being paid with City funds, then show cal curation and documentation of how costs are allocated. Neighborhood Service_ F:1'a , as of 4/24; 2013 Page 1 CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 46 Rev. 07.13.2016 FORT WO Standards of Documentation for Reimbursement of Development Costs Construction Costs (Contractors & • Invoice Subcontractors) Materials Purchased by Developer Invoice should include: date; company's letterhead; address for which service is provided; description of service(s) and item(s); amount for itemized services; and total amount • Proof of Payment (i.e. bank statement or cancelled check) • Timesheet(s) Signed by Employee and Supervisor - Activity Sheet(s) Signed by Employee and Supervisor - Pay Period Dates Should be Reflected • Copy of applicable inspection report(s) conducted by HED Inspector • Copy of executed agreements Provide printout from www_sam.eov verifying contra ctcrr/subcontraccr is not listed on the debarred and suspension in • if on if a portion is be ng paid with City funds, then show calculation and documentation of how costs are allocated. • For retainage for the prime contractor, lien waivers for the prime and all subcontractors. • Invoice Invoice should include: date; company's letterhead; address where materials will be used; description of service(s) and item(s); cost by quantity; and total amount • Proof of Payment (i.e. bank statement or cancelled check) Neighborhood Services FINAL as of 4/24/2013 Page 2 • CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 47 Rev. 07.13.2016 EXHIBIT "K" MBE REPORTING FORM FORT WORTH HOUSING FINANCE CORPORATION CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 48 Rev. 07.13.2016 Utanl rfti and Suhtunl dal Ar li. it a TA X»p .t wl cd t And 1 rasa tar4444444,4,4444,4 t'ttki„ rrrtxtzi tartar tam eta atria rt mtlnm-a ea aaratre ascayTs tarn ra Tamarac retain the tars tttr ^.rr rand: anra:attx, marten ceitrtzi data aura* tlstivrna aai rTarts. arq is int =end dad orzad arm n rttitrwr tit mats , m az =dart tin 11144. t n axl +da an ad -tquraf r~ auta'lac tine tan non at tardy* a 1..t.ra.»} Veti+W4.l Lerp-.d .Vsrhn 1 r Cue t;Td da isnd ad.* 14 In 1, diaant tar 8ttattty Nance :imam -ant Man *a. to dratr rat tr ura } cam! Ana ace: tar alas wawt ram s!aa:1 a ltanit nrxata i:tsda* &vd s:,«..,.: Mia tars .la cat eras-- to ai id :11 it) t: 1.trtar aM randy N!'i s...rtu art er bat n""nt4'a-n itt,a-t* ant :'e drt rats d nnsarre P'anaa.,caar.ac Ostit .Malls :It Urrortryd minim at :rtxrtsan. to rrtartc itataratt sal rastratt trr m^-va+^p SIC ^r ArVei.._.e,*sd dx` rand hands aiaP`as .a *,,..,5 an Stsasra 5 ra®1aw lk�ait.s,,.. ,:_ tt Wr zr_ Matta^, . rn autalzel 1 ;,11)10kwid sce htr atlz t: cst4,d, atusrand 1451 ;inn rat c.iltat.• Ad:'i its atramx spare Marc aura 1',, ar i AO ',Mtn n - 1'te ikakd r tattm :7n.0 rstrc ,t Dann ^ nn ate tatan :i-MerRtEta nerd 1.1_-ani Atanrs intsn to oast++: nd di that the iP'a,mtzt wartalta in t`s Tint L r srtr »s Aix 12. Lattt !tata t roan `:stun 1711 r rt *al itrid ^^;•ruts it rfl tart ce ttpid,CCIit Keen: ,zmasr .^t =.tar» dad Y.rC. .a.*. ..1 1 nary; azi '. rosy t}nxGa urn lathe arts Crean% can to `cared re panda `..sty ; Craraa1^rµa ddracTddi S'c`* sr Taa:ta ipcam C.M rt .' xt Wt.t z,tk _i titan ;tout laatau'.-raa. r {t w k+wlat.x .awe .4.14aa:.s 4aa$at w, a. 715. i'. . .st.aa..4.1 ai&a Aa.eawt xt•' + `aura ,.a.. T +toes +m&&,t ,:rmbad+a 4w C.f.'s; t.iGa.ta • iM malt. a . LmWTitadm SY Must i eu„y,t %u,.s.va Clem toktmll rite ot 11/ tc Tt�e d Tra�a�f�r��L�s M'a.YMttabi "ytl^f'Y .•1.aN.aY a. Z..41, >- ta*4S r-a T+Ns 1 . Kia+:sa': aLy t ^ :w`r.+ " ^ as.A.TMt'a A J%..M ,.'saw : aprro ttt3R Ptn st tt. Ra lan tat: taut. hs7:: 1;51 1 IF: 1ta. Jl!aasin t i>tV.91 Aar Not Nm+l.+xL Ca 1711 aMa+a t Sao .ap+wb*a. d t.dos a a.,a.:nt$Ftan' .a a sofas ar *rasa ba ar.a aepax..ada. Lttta 3raittcratm-ta N at= arc 4.1zrzsa Name Stet. Cab. it-.�rda c Pne tnavy 01 rank art lattia .V au+rd .J.ry Sat' as krra'"na: 11:. _ �..... �.. ra t'2c lrtrrtaxtr-. ;® %clrntLR I'rig da tr- 71- a wd t. mlaa- rar.Ttaata mitt t *:.ram* 4Si V ;w' T444,41Niu.ttrakti «'t&ta,'atr ' sitars di mint III! €1+:a t .: ffi Chi'. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 49 Rev. 07.13.2016 EXHIBIT "L" REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS FORT WORTH HOUSING FINANCE CORPORATION The purpose of the PSH Units is to reduce the population of homeless persons in City homeless shelters. The goal of the PSH Program is to provide permanent, stable and supportive housing for homeless persons with disabilities in order to promote their self-sufficiency and foster their ability to live independently. 1. The Developer will retain the Supportive Services Provider for the PSH Tenants. The scope of the supportive services shall be determined by Developer but at a minimum shall include on -site case manager with experience in providing case management to homeless and formerly homeless persons. The cost of the PSH Program will be paid by Developer. 2. Developer's property manager for the project will communicate and coordinate as necessary with the Supportive Services Provider and with the providers of any rental assistance or rental vouchers to the PSH Tenants to ensure that the objectives of the PSH Program are met The property manager may participate in the selection of PSH Tenants. 3. PSH Tenants must meet HUD's definition of chronically homeless, or be designated as having priority status by the Tarrant County Continuum of Care, or meet some other reasonably equivalent standards of need for housing and supportive services due to the nature and extent of their disability and duration of their homeless status. 4. Developer will provide on -site office space to Supportive Services Provider's staff member as well as a telephone line and intend access sufficient for the staff member to access the Homeless Management Information System ("HMIS") maintained by the Tarrant County Continuum of Care. The property manager shall coordinate with the Supportive Service Provider's designated staff member as necessary to fulfill the purposes of the PSH Program. 5. Property manager will coordinate with Supportive Services Provider regarding selection and placement of PSH Tenants ensuring that tenant selection criteria for the PSH Units is appropriate and consistent with the purpose of the PSH Program as well as the property management practices for the project. Property Manager will not unreasonably deny housing to eligible homeless persons who otherwise meet the PSH Program's standards for services. 6. Developer will promptly notify City and the Supportive Service Provider in writing of the specific date when lease -up of the project will begin so that the Supportive Service Provider can initiate a referral and coordination process for potential tenants for the PSH Units 7. The PSH Units may also be counted as Affordable Units. CDBG DEVELOPER RENTAL CONTRACT — EXHIBITS Fort Worth Housing Finance Corporation — 904 E. Weatherford St. Page 50 Rev. 07.13.2016