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HomeMy WebLinkAboutContract 47043 (2)t et v i F2 . cs8.1 STATE O TEXAS 0 g s e C VI,ITV OF TARRANT CITY SECRETARYv1b43 CONTRACT N0. This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City") and Reserve at Quebec, LLC. (hereafter "Developer"), a Texas limited liability company. City and Developer may be referred to individually as a "Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239, with which City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments, local lenders, private industry and neighborhood -based nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq., is to benefit low and moderate income individuals and families by providing them with affordable housing; WHEREAS, Developer is a Texas limited liability company consisting of Reserve at Quebec GP, LLC, a Texas limited liability company, as Managing Member; MY Reserve at Quebec LLC, an Ohio limited liability company, as Special Member; a to -be -determined investor member, as Investor Member; and, if required by the Investor Member, an affiliate of Investor as Special Limited Partner. The Fort Worth Housing Finance Corporation, a Texas housing finance corporation and public instrumentality of the City, is the Sole Member of the Managing Member and will be the fee owner of the land on which the project will be constructed. Special Member is an affiliate of MV Residential Development, LLC, an Ohio limited liability company and affordable housing developer; WHEREAS, Developer proposes to use HOME funds for an eligible project under the HOME Regulations whereby Developer will construct, develop, own, and operate a new 296- unit mixed income multifamily rental complex in the City of Fort Worth; WHEREAS, Developer has received an award of 2015 Non -Competitive (4%) Housing Tax Credits from the Texas Department of Housing and Community Affairs and a commitment from the Tarrant County Housing Finance Corporation for multi -family bonds to finance a portion of the costs of the development of the project to be commonly known as the Reserve at Quebec Apartments ; and HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Rev. 09-24-15 Page 1 WHhREAS, City citizens and the City Council have determined that the development of quality, accessible, affordable housing is needed for moderate, low, and very low-income City citizens. NOW, THEREFORE, in consideration of the mutual covenants and obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated, the Parties understand and agree as follows: 1. INCORPORATION OF RECITALS. City and Developer hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract, the following teumms shall have the definitions ascribed to them as follows: Accessible Units means units accessible to handicapped tenants Developer must comply with Section 504 requirements and all other applicable Federal accessibility requirements The Required Improvements must contain 21 Accessible Units. Of these 21 units, 15 must be accessible to individuals with mobility impairments, and the other 6 must be accessible to individuals with visual or hearing impairments. Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit published annually by HUD, with adjustment for the bedroom size of the housing unit as more particularly described on Exhibit "A - Project Summary. Affordability Period means the period of time that HOME Units must be leased to HOME Eligible Households for Affordable Rent. The Affordability Period for this project is 20 years. The Affordability Period begins on the date that the project status is changed to "complete' rn IDIS. Affordability Requirements means the HOME Units remain occupied by HOME Eligible Households paying Affordable Rent throughout the Affordability Period in accordance with the terms of this Contract and the HOME Regulations. Area Median Income or AMI means the median family income for the Fort Worth -Arlington metropolitan statistical area as set annually by HUD. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 20020-12-2011. HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09 24 15 Page 2 Complete Documentation means the following documentation as applicable: • Attachments I and II, with supporting documentation as follows: o Proof of expense* 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 documentation: (i) final lien releases signed by the general contractor or subcontractors, if applicable; (ii) copies of all City permits and City -issued ` pass" inspections for such work (iii) documentation to show compliance with BDE or DBh bidding process for procurement or Contract activities, if applicable; (iv) proof of contractor, subcontractor and vendor eligibility as described in Section 6.6• and (v) any other documents or records reasonably necessary to verify costs spent for the proj ect. • Complete Documentation shall meet the standards described in Exhibit Standards for Complete Documentation. Completion means the substantial completion of the Required Improvements as evidenced by a Neighborhood Services Depai tment Minimal Acceptable Standard Inspection report HUD Compliance Inspection Report and any other applicable final inspection approval from the City showing that the Required Improvements have met City and HOME standards. Completion Deadline means December 31, 2017. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means any deed of trust from Developer in favor of City covering the Property and securing the indebtedness evidenced therein and Developer's perfonnnance of the requirements of this Contract and the of the HOME Regulations, as the same may be extended, amended, restated, supplemented or otherwise modified. The form of the Deed of Trust is attached as Exhibit "E' - Loan Documents. Director means the Director of the City's Neighborhood Services Department Effective Date means the date of this Contract is fully executed by the Parties as shown by the date written under their respective signatures. Fort Worth Housing Authority means the Housing Authority of the City of Fort Worth, Texas, a municipal housing authority. Fort Worth Housing Finance Corporation or FWHFC means the Fort Worth Housing Finance Corporation, a Texas housing finance corporation and public instrumentality of the City HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 3 of Fort Worth. FWHFC shall be the owner of the Property and lease it to Developer under the terms of a long term ground lease. HOME means the HOMh Investment Partnerships Program. HOME Eligible Household means a household whose annual income adjusted for family size does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical Guidance for Deteinrining Income and Allowances. The definition of annual income to determine tenant income eligibility shall be the definition at 24 CFR Part 5.609, as amended from time to time. HOME Funds means the HOMh Program grant funds supplied by City to Developer under the telrus of this Contract. HOME Regulations means the HOME Investment Partnerships Program Final Rule at 24 CFR Part 92 et seq. HOME Unit means a housing unit subject to the HOME Regulations leased to a HOME Eligible Household at Affordable Rent for the duration of the Affordability Period as further described in Exhibit `A" — Project Summary. The HOME Units can be designated as either High and/or Low HOME units. The HOME Units are floating. This project contains 25 Home Units. Of these HOME Units, 5 are one -bedroom units, 14 are two -bedroom units, and 6 are three -bedroom units. High HOME Unit means a unit that must be leased to High HOME Eligible Tenant for High HOME Rent. High HOME Units can float among units that are materially similar in number of bedrooms, square footage, and amenities; however, if the units are not materially similar, then the High HOME units must be fixed. This project contains 20 High HOMh Units. Of these High HOME Units, 4 are one - bedroom units, 11 are two -bedroom units, and 5 are three -bedroom units. High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High HOME Unit, a tenant whose annual income adjusted for family size does not exceed 60% of AMI, and (ii) for a tenant who is not the first to occupy a High HOMh Unit, a tenant whose annual income adjusted for family size does not exceed 80% of AMI. Tenant income must be verified using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject to the income verification requirements of Section 7.2. High HOME Rent means a rent amount that is the lesser of (i) the HUD -established Fair Market Rent for existing comparable housing units in the area, or (ii) 30% of the adjusted income of a family whose annual income equals 65% of AMI with adjustment for the bedroom size of the housing unit High Horne Rent may not exceed the maximum rent limitations set by HUD minus utility allowances. For the purposes of this Contract, "utility allowances" are those monthly HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 4 allowances for utilities (excluding telephone) published annually by the Fort Worth Housing Authority. Housing Tax Credits means the federal housing tax credits allocated by the Texas Department of Housing and Community Affairs under Section 42(h) of the Internal Revenue Code of 1986, as amended. HUD means the United States Department of Housing and Urban Development. IDIS means Integrated Disbursement Information System, HUD's project tracking system. Investor means the entity purchasing the housing tax credits, and any successors and assigns. Loan means the HOME Funds provided to Developer by City under the terms of this Contract as more particularly described in the Loan Documents Loan Documents means security instruments which Developer or any other party has executed and delivered to City including without limitation, the City's Promissory Note and Deed of Trust, or any other similar security instruments evidencing, securing or guaranteeing City's interest in the Required Improvements constructed under this Contract and further evidencing, securing, or guaranteeing Developer's performance of the Affordability Requirements during the Affordability Period, as the same may from time to time be extended amended, restated, supplemented or otherwise modified. Low HOME Eligible Tenant means a tenant whose annual income adjusted for family size does not exceed 50% of AMI set by HUD. Tenant income must be verified using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject to Section 7 2 of this Contract. Low HOME Rent means a rent amount that is no more than 30% of the annual income of a family at 50% of AMI adjusted for family size Low Home Rent may not exceed the maximum rent limitations established by HUD minus utility allowances. For the purposes of this Contract, "utility allowances ' are those monthly allowances for utilities (excluding telephone) published annually by the Fort Worth Housing Authority. Low HOME Unit means a unit that must be leased to Low HOME }i hgible Tenant for Low HOME Rent Low HOME Units can float among units that are materially similar in number of bedrooms, square footage, and amenities; however, if the units are not materially similar, then the Low HOME units must be fixed. If there are more than 5 HOME Units, then 20% of the total HOME units must be designated as Low. This project contains 5 Low HOME Units. Of these Low HOME Units, 1 is a one - bedroom unit, 3 are two -bedroom units and 1 is a three -bedroom unit. MVAH means MV Affordable Housing, LLC, an Ohio limited liability company, an affiliate of MV Residential Development, LLC HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 5 MVAH Loan means the HOME funds provided to MVAH by City under the terms of the MVAH Loan Documents to be immediately loaned to Developer to be used as HOME Funds provided herein for all purposes. Payment of the MVAH Loan will be deferred and will be forgiven at the end of the Affordability Period provided Developer meets all the terms and condition of this Contract and the MVAH Loan Documents. MVAH Loan Documents means the Loan Agreement, the Third Lien Promissory Note and the Third Lien Deed of Trust. Neighborhood Services Department means the City's Neighborhood Services Department. Plans means the plans and specifications related to the Required Improvements prepared by the Developer s architect which have been delivered to and then reviewed and approved by City on or before the Effective Date, and any and all amendments thereto approved by City. P romissory Note means any note in the amount of the HOMh Funds executed by Developer payable to the order of City, as the same may be extended, amended restated, supplemented or otherwise modified. The form of the Promissory Note is attached as Exhibit `E" — Loan Documents. P roperty means the land on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. P ermanent Supportive Housing Program or PSH Program means the combination of dedicated PSH 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 Housing 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 P SH Units may also be HOME Units. This project contains 16 PSH Units 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. Required Improvements or the project means all the improvements for a 296-unit mixed income affordable multifamily rental housing project to be constructed on the Property, together with all fixtures, tenant improvements and appurtenances now or later to be located on the Property and/or in such improvements The Required Improvements are commonly known as HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 6 the Reserve at Quebec Apartments. The project is located north of Northwest Centre Drive between Buda Lane and Quebec Street, Fort Worth, TX 76135 Reimbursement Request means all reports and other documentation described in Section 10. Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of 1973 to provide accessible housing to persons with disabilities. Section 504 requires that 5% of the units (but not less than 1 unit) in a newly constructed multifamily project must be accessible to individuals with mobility impairments, and an additional 2% of the units (but not less than 1 unit) must be accessible to individuals with sensory impairments. Subordination Agreement means the Subordination Agreement among Developer's construction and permanent financing lender, Developei and City outlining the relative priorities of the construction and permanent loan and the City's Loan for the project. TDHCA means the Texas Department of Housing and Community Affairs. Tenant Documentation means any documentation allowed under the definition of annual income in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible Household. Documentation may include but is not limited to copies of paychecks, Social Security and disability verification letters, interest or rental income statements, retirement income statements, child support and alimony verification, unemployment benefit letters, and the like for initial tenant income eligibility verifications, and the tenant income verification required every 6th year of the Affordability Period. Documentation for tenant income eligibility verifications for other than the initial lease and the 6th year of the Affordability Period shall be a City -approved income self -certification form. 3. TERM AND EXTENSION. 3.1 Term of Contract. The tern' of this Contract commences on the Effective Date and terminates in 5 years unless earlier terminated as provided in this Contract. 3.2 Extension of Contract. This Contract may be extended for 2 one-year extensions upon Developer submitting a request for an extension in writing at least 60 days prior to the end of the Contract term. The request for extension shall include the reasons for the extension, and Developer's anticipated budget, construction schedule and goals for the extended term It is specifically understood that it is within City's sole discretion whether to approve or deny Developei s request for an additional term Any such extension shall be in the form of an amendment to this Contract. 3.3 Term of Loan. The term of the Loan shall commence on the date of the Promissory Note and terminates (i) for the repayment of $1,500,000.00 of the HOMh funds, 20 years later; (ii) for the forgivable $2,000,000.00 proceeds of the MVAH Loan the termination of the Affordability Period; and (iii) for Developer s performance of the Affordability Requirements, the termination of the HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 7 Affordability Period, so long as the terms and conditions of this Contract and the Loan Documents have been met 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide HOME Funds. City shall provide up to $1,500,000.00 of HOME Funds in the form of the Loan for part of the cost of acquisition of the Property and construction of the Required Improvements, under the terms and conditions of this Contract and the Loan Documents. 4.2 City Will Monitor. City will monitor the activities and performance of Developer and any of its contractors, subcontractors or vendors throughout the Affordability Period, but no less than annually as required by 24 CFR Part 92.504. 5. DUTIES AND RESPONSIBILITIES OF DEVELOPER. 5.1 Construction of Required Improvements Developer shall complete the construction of the Required Improvements as described in Exhibit "A" - Project Summary in accordance with the Plans, the schedule set forth in Exhibit "C" - Construction and Reimbursement Schedule, and the terms and conditions of this Contract. 5.1.1 Written Cost Estimates, Construction Contracts and Construction Documents. Developer shall submit any construction contracts and construction documents to City to show the work to be undertaken for the Required Improvements in sufficient detail that City can perform all required inspections in accordance with 24 CFR Part 92.251 (a)(2)(iv). City shall review written cost estimates for the construction of the Required Improvements to determine that such costs are ieasonable. In the event City in its reasonable discretion determines that such costs are unreasonable, Developer shall revise said costs estimates to City's satisfaction. 5.2 Use of HOME Funds. 5.2.1 Costs in Compliance with HOME Regulations and Contract. Developer shall be reimbursed for eligible project costs with HOME Funds only if City determines in its sole discretion that: 5.2.1.1 Costs are eligible expenditures in accordance with the HOMF Regulations. 5.2.1.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. 5.2.1.3 Complete Documentation, as applicable, is submitted by Developer. HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09 24 15 Page 8 5.2.2 Budget. Developer agrees that the HOME Funds will be paid on a reimbursement basis in accordance with Exhibit "B" - Budget and Exhibit "C' - Construction and Reimbursement Schedule. Developer may increase or decrease line item amounts in the HOME Funds Budget with the Director s prior written approval, which approval shall be in the Director's sole discretion. Any such increase or decrease in line items in the Budget shall comply with Section 5.2.1,Exhibit "A - Project Summary, and shall not increase the total amount of HOW. Funds. 5.2.3 Change in Budget. 5.2.3.1 Developer will notify City promptly of any additional funds it receives for construction of the project, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation 5.2.3.2 Developer agrees to utilize the HOME Funds to supplement rather than supplant funds otherwise available for the project. 5 3 Payment of HOME Funds to Developer. HOMh Funds will be disbursed to Developer upon City s approval of Developer's Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. As more particularly described in the HOME Funds Budget, City will hold back $150,000 00 of the HOMh Funds until City verifies that the first HOME Unit has been leased to a HOME Fhgible Household. It is expressly agreed by the Parties that any HOME Funds not reimbursed to Developer shall remain with City. 5.4 Identify Project Expenses Paid with HOME Funds Developer will keep accounts and records in such a manner that City may readily identify and account for project expenses reimbursed with HOME Funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.5 Acknowledgement of City Payment of HOME Funds. Within 90 days of Completion, Developer shall sign an acknowledgement that City has paid all HOME Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying all or any portion of the HOMh Funds that City has not paid to Developei. Once City has met all of its obligations for payment of HOME Funds hereunder, an officer of Developer shall sign an acknowledgement of same. 5.6. Security for City's Interest and Developer's Performance. To secure City's interest in the Required Improvements and the performance of Developer's obligations hereunder, Developer shall execute the Loan Documents and record the Deed of Trust encumbering the Property at the earlier of (i) the acquisition of the Property, or (ii) the closing of Developer's construction loan. No HOW Funds will be paid or reimbursed until the Deed of Trust is recorded. The City's interest in preserving the affordability of the HOME Units will be additionally secured by the Declaration of Land Use Restrictive Covenants ("LURA") established and enforced by TDHCA for the Housing Tax Ciedits. The TDHCA's HOME DEVELOPER RENTAL CONTRACT Reset ve at Quebec, LLC Rev. 09-24-15 Page 9 LURA shall restrict the project and Property to certain occupancy and rent requirements for a period of 40 years. 5.6.1 Loan Terms and Conditions. Developer will be required to: 5.6.1.1 Execute and deliver the Promissory Note and Deed of Trust along with any other Loan Documents required by City. 5.6.1.2 Provide City with a Mortgagee's Policy of title insurance in the amount of the Loan. 5.6.1.3 Pay all costs associated with closing the Loan. 5.6.1.4 Provide City with an estimated settlement statement from the title company at least 3 business days before closing. 5.6.1.5 Ensure City's lien is subordinate only to the senior indebtedness described in the Subordination Agreement City must approve in writing any secured financing for the project that is to be subordinate to the Loan. The MVAH Loan, which is subordinate to the Loan, is hereby approved. 5.6.1.6 The telni of the Loan shall be as specified in Section 3 3 5.6.1.7 Interest on the Loan shall accrue at the lesser of the Long Tenn Applicable Fedeial Rate in effect on the date of the Promissory Note, or 1% per annum. Payment of principal and interest on the Loan, (but for the avoidance of doubt, not the MVAH Loan), shall be based on a 40 year amortization schedule Principal and interest shall be due and payable in equal annual installments beginning on the earlier of (i) 30 days after the occupancy rate of the project has reached 93% for 12 consecutive months, or (ii) 24 months after the initial Certificate of Occupancy is issued for the project, and continuing annually thereafter until the maturity date of the Loan as described in the Promissory Note. Any payments will be applied first to accrued interest and the remainder to reduction of the principal amount 5.6.1.8 The proceeds of the MVAH Loan, as furthei described in the MVAH Loan Documents shall be immediately loaned by MVAH to Developer for use as described in this Contract. The $2 000,000.00 proceeds of the MVAH Loan shall thereafter be considered proceeds of the Loan and HOMh Funds for all purposes hereunder other than payment Repayment of the $2,000,000.00 shall be deferred and forgiven at the end of the Affordability Period provided that all terms of this Contract and the MVAH Loan Documents are met. HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 10 5.6.1.9 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract of the HOME Regulations including but not limited to the Affordability Requirements and other HOME requirements The Deed of Trust shall secure both repayment of the HOME Funds and perfounance by Developer of its obligations under this Contract during the Affordability Period. 5.6.1.10 hxcept for permanent loan conversion with Developer's permanent lender, refinancing by Developer, or any subordinate financing other than that approved herein of otherwise by City, shall require the review and prior written approval of City for the purpose of ensuring compliance with the underwriting and subsidy layering requirements of the HOME, Regulations, which approval shall not be umeasonably withheld, conditioned or delayed. 5.6.1.11 Failure by Developer to comply with this Section 5.6.1 will be an event of default under this Contract and the Loan Documents. 5.7 Maintain Affordability Requirements. Developer shall ensure that the HOME Units shall be occupied by HOME Eligible Households throughout the Affordability Period as required by the HOME Regulations. Developer must notify the City in writing within 30 days of either of the following occurrences: (i) a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, or (ii) a HOME Unit remains vacant for more than 90 days. In the event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, Developer shall have 30 days to determine if a market rate tenant qualifies as a HOME Eligible Household or fill an empty market rate unit with a HOME Eligible Household. If either (i) or (ii) takes place and is not cured within the time limits described in this Section, then Developer shall pay to City 10% of the Loan amount as liquidated damages. The Parties agree that City's actual damages in the event of either (i) or (ii) happening and remaining uncured are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant or other federal grant funds. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to City is liquidated damages and not a penalty. 5.8 Affordability Requirements Survive Transfer. The HOME Units must remain affordable without regard to the term of any mortgage or transfer of ownership, pursuant to the terms of the Loan Documents, any deed restrictions or other mechanism provided by HUD. Any sale or transfer of the project during the Affordability Period, excluding a transfer due to condemnation or to obtain utility services, may at City's sole discretion require the repayment of the HOME Funds unless the new owner of transferee affirmatively assumes in writing the obligations established hereunder for the HOME Units for whatever time remains of the Affordability Period. Failure of the new ownei or transferee to promptly assume all of Developer's obligations under this Contract and the Loan Documents will result in immediate termination of this Contract and any HOME Funds already paid to HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 11 Developer must be repaid to City within 30 days of such termination. In addition, City may pursue any of its remedies under the Loan documents if the new owner or transferee fails to assume Developer's obligations to maintain the Affordability Requirements throughout the Affordability Period. 6. CONSTRUCTION. 6.1. Construction Schedule. Developer will construct the Required Improvements in accordance with the schedule set forth in the attached Exhibit "C' - Construction and Reimbursement Schedule. Developer shall not begin construction until City sends a Notice to Proceed. Developer's failure to meet the Construction Schedule or the Completion Deadline shall be an event of default. Subject to Section 14.19, Developer may not change the Construction Schedule without the Director's prior written approval, which approval shall be in the Director's reasonable discretion. 6.1.1 Written Cost Estimates, Construction Contracts and Construction Documents. Developer shall furnish City with the written cost estimates, construction contracts and construction documents (collectively, the "Construction Documents") all of which shall describe the construction of the Required Improvements in sufficient detail so that City can perform inspections. City shall review and approve written cost estimates and determine that costs are reasonable prior to the commencement of construction. 6.1.2 Construction Inspections. City will conduct progress and final inspections of construction of the project to ensure that the work is done in accordance with the applicable building codes and the Construction Documents. The construction of the project must pass a Neighborhood Services Department Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any other applicable HI JD -required inspections during the construction period, along with any applicable final inspection approval from the City building inspectors at the completion of the construction of the project. 6.2 Applicable Laws, Building Codes and Ordinances. The Plans and construction for the Required Improvements shall (i) conforin to all applicable Federal, state, City and other local laws, ordinances, codes, rules and regulations, including the HOME Regulations; (ii) meet all City building codes; (iii) meet the Energy Conservation requirements as required by the State of Texas in Chapter 11 of the International Residential Code; (iv) if new construction, must conform to the Model Energy Code published by the Council of American Building Officials; and (v) must pass a HUD Compliance Inspection Report and inspection by City's Neighborhood Services Department inspectors HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 12 6.3 Property Standards During Construction. Developer shall comply with the following as applicable during the construction of the Required Improvements: (i) the Property Standards in 24 CFR Part 92.251(a), (ii) accessibility standards under 24 CFR Part 92.251(a)(2)(i), (iii) any City property standards, and (iv) all other applicable accessibility standards for the project. 6.4 Lead -Based Paint Requirements. Developer will comply with any applicable Federal lead -based paint requirements including lead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair and Painting Program Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the Required Improvements. 6.5 Approval of Plans and Specifications 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 contractors or subcontractors, or their respective officers, agents, employees and lower tier subcontractors, for the accuracy o1 the competency of the Plans or the Construction Documents, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other documents; or (ii) an assumption of any responsibility or liability by City for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and specifications or other documents by Developer or any of its architects, contractors or subcontractors, and their respective officers, agents, employees and lower tier subcontractors. 6.6 Contractor, Subcontractor and Vendor Requirements. Developer will use commercially reasonable efforts to ensure that all contractors or vendors utilized by Developer or subcontractors utilized by Developer's general contractor are appropriately licensed and such licenses are maintained throughout the construction of the Required Improvements and the operation of the project when applicable. Developer shall ensure that all contractors utilized by Developer, subcontractors utilized by Developer's general contractor in the construction of the Required Improvements, or vendors utilized by Developer in the operation of the project are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by the City, the State of Texas, or the Federal government For purposes of this Contract, the term "vendors" does not include suppliers or materialmen. Developer acknowledges that 24 CFR Part 85.35 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 confiitn by search of SAM that all contractors, subcontractors or vendors are not listed by SAM as being debarred, both prior to hiring and prior to submitting a Reimbursement Request which includes invoices from any such contractor, subcontractor, or vendor. Failure to submit such proofs of search shall be an event of default. In the event that City determines that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's general contractor shall immediately cause such contractor, subcontractor or vendor to immediately stop work on the project and Developer shall not be reimbursed for any work performed by such contractor, subcontractor or vendor. However, this Section should not be construed to be an assumption of any responsibility or liability by City for the determination of Rev. 09 24 15 Page 13 HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to the SAM shall survive the termination of this Contract and be applicable for the length of the Affordability Period. 6.7. Furnish Complete Set of "As Built" Plans. Developer shall furnish City a complete set of "as built ' or marked -up plans for the project at completion of construction after all final approvals have been obtained. 7. TENANT AND LEASE REOUIRMENTS: PROPERTY STANDARDS DURING AFFORDABILITY PERIOD. 7.1 Income Elitibility. Developei must use the definition of annual income used by 24 CFR 5.609 to establish tenant income eligibility Developer shall use the most cunent HUD Income Guidelines. Developer shall maintain Tenant Documentation sufficient to show that the HOME Units are occupied by HOME, Ehgible Households This Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Affordability Period. 7.2 Income Verification. 7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible Households with full Tenant Documentation at the time the initial lease for a HOME Unit is executed. Tenants must certify the number of people in tenant's household along with such person's names and ages. Developer shall obtain financial information on all members of a tenant's household. 7.2.2 Developer must verify the income of the tenants of the HOME Units annually after the initial lease is executed, but may use a City -approved tenant self -certification form as Tenant Documentation Notwithstanding the foregoing, Developer must verify the income eligibility of all HOME Eligible Households with full Tenant Documentation every 6th year of the Affordability Period. 7.2.3 Developer must maintain copies of Tenant Documentation as required under this Contract. 7.2.4 City will review Tenant Documentation during the Affordability Period as part of its monitoring 7.3 Tenant Lease. 7.3.1 Developer shall submit to City the foul' of its tenant lease prior to leasing any HOME, Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253 regarding the following issues: HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 14 7.3.1.1 Length of lease term shall not exceed 2 years and may not be shorter than 1 year. 7.3.1.2 Lease may not include agreement by tenant to allow landlord to take, hold or sell tenant's personal property without notice and a court decision on the rights of the parties. 7.3.1.3 Lease may not include agreement by the tenant to excuse owner or owner's agents from responsibility for any action or failure to act, whether intentional or negligent acts. 7.3.1.4 Lease may not authorize landlord to institute a lawsuit without notice to the tenant 7.3.1.5 Lease may not include agreement by tenant to waive a jury trial or right of appeal. 7.3.1.6 Lease may not include an agreement by tenant to pay legal costs of court proceeding even if the tenant prevails in those proceedings regardless of outcome 7.3.1.7 Lease may not include an agreement by the tenant to be sued, to admit guilt or to a judgment in favor of the owner in a lawsuit brought in connection with the lease. 7.3.1.8 Lease may not include an agreement by the tenant that the owner may evict the tenant or household members without instituting civil court proceedings in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties. 7.3.1.9 Lease may not include an agreement by the tenant to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. 7.3.1.10 Lease may not include an agreement by the tenant to accept supportive services that are offered. 7.3.2 Termination of Tenancy of HOME Units. Developer may not terminate the tenancy of a HOME Eligible Household in a HOMh Unit except foi serious or repeated violation of the terms and conditions of the lease; for violation of applicable federal, state or local laws; or foi other good cause. Good cause does not include an increase in the income of the HOME Eligible Household. To terminate or refuse to renew the tenancy, Developer must serve written notice upon the tenant specifying the grounds for the action at least 30 days before the termination of tenancy. HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 15 7.3.3 Revised Lease Forms. Developer shall provide City copies of revised lease forms within 30 days of any change to its lease form. All changes to Developer's lease form shall comply with the requirement of Section 7.3.1. 7.4 Tenant Household Characteristics. 7.4.1 Developer shall provide City with the information about the household characteristics of the first tenant renting a HOME Unit on Exhibit `Cr" - Project Compliance Report: Rental Housing. 7.4.2 At City s request, Developer shall provide demographic information on all tenants in the project in order to show compliance with Section 7.7 during the Affordability Period. 7.5 Tenant Rent 7.5.1 Rents charged to tenants of the HOME TJnits are subject to 24 CFR 92.252 (a) and (b) and are subject to review and approval by City at initial lease up and prior to any rent increases. Under no circumstances may the maximum rent charged to tenants of HOME Units exceed the High Home Rent minus utility allowances (excluding telephone). Developer agrees to abide by HUD -approved schedules of HOME, rent levels and the locally adopted utility allowances published annually by the Fort Worth Housing Authority. 7.5.2 City shall provide Developer with information on updated HOME rent limits so that rents may be adjusted (not to exceed the maximum HOMth, rent limits). Developer shall provide City annually with information on rents and occupancy of the HOME Units to demonstrate compliance with 24 CFR Part 92.252 (a) and (b). City shall review the rents for compliance and approve or disapprove them every year. 7.5.3 Any increase in rents for the HOME Units is subject to the provisions of any outstanding leases for said units. Developer shall provide tenants of the HOME Units with not less than 30 days prior written notice before implementing any increase in rents. 7.6 Tenant Selection Within 90 days of the Effective Date, Developer must submit to City for City's approval Developer s tenant selection policy and criteria that address the following• 7.6.1 The tenant selection policy must be consistent with the purpose of providing housing for very low and low income persons. 7.6.2 The tenant selection policy must provide for: 7.6.2.1 Selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 16 7.6.2.2 Prompt written notification to any rejected applicant of the grounds for such rejection; and 7.6.2.3 Bi-lingual leasing and management assistance. 7.6.3 Holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or similar subsidy) must not be excluded from renting a unit in the project. 7.6.4 The tenant selection policy must address non-discrimination and affirmative marketing as discussed in Section 7.7. 7.6.5 Developer must market Accessible Units in the following order: 7.6.5.1 Within the project to persons requiring an accessible unit. 7.6.5.2 To persons on the waiting list requiring an accessible unit. 7.6.5.3 To the general community for persons requiring accessible unit. 7.6.5.4 To persons that do not require an accessible unit. 7.6.6 The tenant selection policy must (i) address the lease requirements described in Section 7 3, (ii) address managing HOME Unit requirements, and (iii) must comply with state and local tenant/landlord laws. 7.7 Affirmative Marketing. Developer must adopt and implement affirmative marketing procedures as required by 24 CFR 92.351 if the project involves the construction of 5 or more HOME Units. The procedures and requirements must include methods foi informing the public, owners and potential tenants about fair housing laws and policies so as to ensure that all individuals are given an equal opportunity to participate in the project without regard to sex, age, lace, color, creed, nationality, national origin religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender. The procedures shall include methods to be used by Developer to inform and solicit applications for tenancy from person in the housing market area who are not likely to apply for the housing without special outreach (e.g., through the use of community organizations, places of worship, employment centers, fair housing groups, or housing counseling agencies.)The procedures and requirements must designate an individual who will be responsible for marketing the project and must establish a clear application screening plan. Developer's affirmative marketing procedures must be submitted to City for approval prior to implementation• provided however, City shall have no responsibility for affirmative marketing of the project. 7.7.1 Developer shall keep records describing actions taken to affirmatively market the HOME Units and the project sufficient to enable City to assess the results of the affirmative marketing. HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 17 7.8 Property Inspections During Initial Lease -Up of HOME Units: Annual Inspections of HOME Units. City shall inspect units in the project before they are placed into service. City shall inspect the HOME Units prior to a HOM14 Ehgible Household occupying such unit to ensure that each HOME' Unit meets the appropriate HOME standards. Thereafter, City will inspect the HOME Units annually. 7.9 Proiect Maintenance and Inspections During Affordability Period. Developer shall ensure that the project is maintained in accordance with all applicable HUD property standards for the duration of the Affordability Period, which at a minimum shall be those property standards required in 24 CFR Part 92. City will verify maintenance of the project to these standards through on -site inspections every year. 8. ADDITIONAL HOME REQUIREMENTS. Developer agrees to comply with all requirements of the HOME Program as stated in the HOME Regulations, including, but not limited to the following• 8.1 Environmental Review. HOME Funds will not be paid and costs cannot be incurred until City has conducted and completed an environmental review and completed an Environmental Review Record as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including if applicable, property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance Any violation of this Section will (i) cause this Contract to terminate immediately; (ii) require Developer to repay to City any HOME Funds received and forfeit any future payments of HOME Funds; and (iii) Developer must pay 10% of the HOME Funds to City as liquidated damages. The Parties agree that City's actual damages in the event of Developer violating this Section are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant or other Federal grant funds. Therefore, the Parties agree that payment of 10% of the Loan amount by Developer to City under this Section is liquidated damages and not a penalty. 8.1.1 Mitigation Developer must take the mitigation actions outlined in Exhibit "A-2" — Environmental Mitigation Actions. Failure to complete the required mitigation action is an event of default under this Contract. 8.2 Contract Not Constituting Commitment of Funds. Notwithstanding any provision of this Contract, the Parties agree and acknowledge that this Contract does not constitute a commitment of HOME Funds, and that such commitment or approval may occur only upon satisfactory completion of environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58. HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 18 8.3. Monitorin2. 8.3.1 Developer understands and agrees that it will be subject to monitoring by City for compliance with the HOME Regulations, the terms of this Contract and the Loan Documents during the Affordability Period. Developer will provide reports and access to project files as requested by City during the Affordability Period and foi 5 years after it ends. 8.3.2 Representatives of City, HUD, HUD Office of the Inspector General, and the United States Comptrollei General shall have access during regular business hours, upon at least 48 hours prior notice, to Developer's offices and records and to Developer's officers and agents that are related to the use of the HOME Funds and the requirements of the HOME Regulations during the Affordability Period, and to Developer s officers, agents, employees, contractors, subcontractors and vendors for the purpose of such monitoring 8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring, City reserves the right to perform desk reviews or on -site monitoring of Developer's compliance with the terms and conditions of this Contract and the Loan. After each monitoring visit, City shall provide Developer with a written report of the monitor's findings If the monitoring report notes deficiencies in Developer's perfonnuance 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 o1 termination of this Contract as provided herein, or City may take all actions allowed in the Loan Documents 8.3.4 Developer shall annually provide to City the results of any state or federal monitoring related to the project including any monitoring by TDHCA. Such results shall be submitted annually to City with the submission of its annual audit and financial statements 8.3.5 This Section 8.3 shall be applicable for the duration of the Affordability Period and shall survive the earlier termination or expiration of this Contract. 8.4 Compliance with the Uniform Relocation Act. If applicable, Developer shall comply with the relocation requirements of 24 CFR Part 92.353 and all other applicable federal and state laws and City ordinances and requirements pertaining to relocation. 8.5 Compliance with Davis -Bacon Act. If applicable, Developer and its general contractor and all lower tier subcontractors will comply with the Davis -Bacon Act as described in Section 14.14 and Exhibit "H" — Federal Labor Standards Provisions - Davis -Bacon Requirements. 8.6 Developer Procut ement Standards. Developer shall ensure that procurement of materials and services is done in a cost effective manner Developer shall comply with all applicable federal, state and local laws, regulations, and ordinances for making procurements under this Contract. Developer shall establish written procurement procedures to ensure that materials and services are obtained in a cost effective manner HOME DEVELOPER RENTAL CONTRACT Reseive at Quebec, LLC Rev. 09-24-15 Page 19 8.7 Cost Principles/Cost Reasonableness. The eligibility of costs incurred for performance rendered shall be determined in accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost reasonableness and allocabihty. 8.8 Financial Management Standards. Developer agrees to adhere to the accounting principles and procedures required in 2 CFR Part 200, as applicable, utilize adequate internal controls, and maintain necessary supporting and back-up documentation foi all costs incurred in accordance with 2 CFR Part 200.302 and Part 200.303. 8.9 Uniform Administrative Requirements. Developer will comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements foi Federal Awards in 2 CFR Part 200, as applicable, or any reasonably equivalent procedures and requirements that City may require. 8.10 Compliance with FFATA and Whistleblower Protections. Developer shall provide City with all necessary infoirnation for City to comply with the requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and Transparency Act (`FFATA") governing requirements on executive compensation and provisions governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. 8.10.1 Developer shall provide City its DUNS number prior to the payment of any Reimbursement Requests. 8.11 Internal Controls. In compliance with the requirements of 2 CFR 200.303, Developer shall: 8.11.1 Establish and maintain effective internal control over the HOME Funds that provides reasonable assurance that Developer is managing the HOME Funds in compliance with federal statutes, regulations, and the terms and conditions of this Contract. These internal controls shall be in compliance with guidance in "Standards for Internal Control in the Federal Government issued by the Comptroller General of the United States or the "Internal Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"); 8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this Contract; 8.11.3 Evaluate and monitor Developer's compliance with statutes, regulations and the terms and conditions of this Contract; 8.11.4 Take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; and Rev. 09-24-15 Page 20 HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC 8.11.5 Take reasonable measures to safeguard protected personally identifiable infon nation and other information that HUD or City designates as sensitive or Developer considers sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and obligations of confidentiality. 8.12 Copyright and Patent Rights. No reports, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application foi copyright by or on behalf of Developer. HUD and City shall possess all rights to invention or discovery, as well as rights in data which may arise as a result of Developer's performance under this Contract. 8.13 Terms Applicable to Contractors. Subcontractors and Vendors. Developer understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which are in any way paid with HOME Funds or who perform any work in connection with the project. Developer shall cause all applicable provisions of this Contract to be included in and made a part of any contract or subcontract executed in the performance of its obligations hereunder, including its obligations regarding the Affordability Requirements and the HOMh Regulations during the Affordability Period. Developer shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance with the Affordability Requirements, the HOME Regulations and Contract provisions Developer is responsible to cure all violations of the HOME Regulations committed by its contractors subcontractors or vendors. City maintains the right to insist on Developer's full compliance with the terms of this Contract and the HOME Regulations and Developer is responsible for such compliance regardless of whether actions to fulfill the requirements of this Contract or the HOMK Regulations are taken by Developer or by Developer's contractors, subcontractors or vendors. Developer acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Affordability Period and for 5 years thereafter. 8.14 Payment and Performance Bonds. Subject to the requirements of 24 CFR Part 85.36, Developer shall furnish City with payment and perfouirance bonds in a form acceptable to City in the amount of the construction cost for the project but not less than $3,500,000 00, the total amount of the Loan and the MVAH Loan. 9. RECORD KEEPING. REPORTING AND DOCUMENTATION REOUIREMENTS, RIGHT TO AUDIT. 9.1 Record Keeping. Developer shall maintain a record -keeping system as part of its performance of this Contract and shall promptly provide City with copies of any document City deems necessary for the effective fulfillment of City s monitoring and evaluation responsibilities. Specifically, Developer will keep or cause to be kept an accurate record of all actions taken and all funds spent with supporting and back-up documentation as well as all Tenant Documentation. Developer will maintain all records and documentation related to this Contract for 5 years after HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 21 the end of the Affordability Period. If any claim, litigation, or audit related to this Contract or the project is initiated before the expiration of the 5 year period, the relevant records and documentation must be retained until all such claims, litigation or audits have been resolved. 9.1.2 Access to Records. City representatives and HUD and any duly authorized officials of the federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's records pertaining to all matters covered by this Contract throughout the Affordability Period and for 5 years thereafter. Such access shall be during regular business hours upon at least 48 hours prior notice. 9.2 Reports. Developer will submit to City all reports and documentation described in this Contract in such form as City may prescribe. Developer may also be required to submit a final performance and/or final financial report if required by City at the termination of this Contract and/or the teu nination of the Loan in such form and within such times as City may prescribe. Failure to submit any report or documentation to City required by this Contract shall be an event of default and City may exercise all of it remedies for default under this Contract and Loan Documents. City shall not exercise its rights hereunder for default until its gives Developer 30 days' notice of such failure and Developer has failed to cure such default. 9.2.1 Additional Information. Developer shall provide City with additional information as may be required by state or federal agencies to substantiate HOME Program activities and/or expenditure eligibility. 9.3 Change in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at its reasonable discretion City will notify Developer in writing at least 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 City Reserves the Right to Audit. City reserves the right to perform an audit of Developer's project operations and finances at any time during the teim of this Contract and during the Affordability Period and for 5 years thereafter, if City determines that such audit is necessary for City's compliance with the HOME, Regulations or other City policies, and Developer agrees to allow access to all pertinent materials as described herein If such audit reveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to Developer of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this and/or other contract(s) with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 22 10. REIMBURSEMENT REQUIREMENTS. Developer shall provide City with Complete Documentation and the following reports as shown in Exhibit "F" — Reimbursement Forms with each Reimbursement Request: 10.1 Attachment I — Invoice. This report shall contain the amount requested for reimbursement in the submitted request and the cumulative reimbursement requested to date (inclusive of the current request). This report must be signed by an authorized signatory of Developer. By signing Attachment I, Developer is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Contract, and the data contained in the report is true and correct. 10.2 Attachment II — Expenditure Worksheet. This report shall itemize each expense requested for reimbursement by Developer In order for this report to be complete the following must be submitted: 10.2.1 Invoices for each expense with an explanation as to how the expense pertains to the 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 calendar days from each of the deadlines as shown in Exhibit "C' — Construction and Reimbursement Schedule. 10.3.12 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30 CALENDAR DAYS OF THE COMPLETION DEADLINE. 10.3.3 Final Payment Developer shall not be reimbursed for Final Payment until it submits Exhibit "G" — HOME Project Compliance Report to City. HOME DEVELOPER RENTAL CONTRACT Reset ve at Quebec, LLC Rev. 09-24-15 Page 23 10.4 Withholding Payment. CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION. 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin or Complete the Required Improvements 11.1.1 If Developer fails to begin construction within 9 months of the Effective Date, this Contract shall automatically terminate without further warning or opportunity to cure, and with no penalty or liability to City. 11.1.2 If City determines that the Required Improvements were not completed by the Completion Deadline (as may be modified in accordance with Section 14.19) or have failed to pass any of the inspections described in Section 6.1.1 (or to promptly correct any noted deficiency and subsequently pass such inspection), City shall have the right to ten ninate this Contract with no penalty or liability to City, with such termination to be effective immediately upon written notice. City shall also be entitled to demand repayment of the HOME Funds and enforce any of the provisions of Loan documents for default. 11.2 Failure to Submit Complete Documentation During Construction. 11.2.1 If Developer fails to submit all applicable Complete Documentation during construction of the Required Improvements in accordance with Exhibit "C" - Construction and Reimbursement Schedule, or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or the HOME Regulations as determined by City, City will notify Developer in writing and the Developer will have 15 calendar days from the date of the written notice to submit or resubmit any such report or documentation If Developer fails to submit or resubmit any such report or documentation within such time, City shall have the right to withhold payments If such failure continues for an additional 15 days (a total of 30 days) City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any such report or documentation is not in compliance with this Contact or the HOME Regulations. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or the HOME Regulations as determined by City, City will notify Developer in writing of such default and the Developer will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If the Developer fails to cure the default within such time, Developer shall forfeit any payments otherwise due under such Reimbursement Request. If such failure to resubmit such Reimbursement Request continues for an additional 15 days (a total of 30 days) the City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein, HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 24 City will not be required to pay any HOME Funds to Developer during the period that any such Reimbursement Request is not in compliance with this Contract or the HOME Regulations 11.2.3 In the event of more than 3 instances of default, cured or uncured, under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the project, City reserves the right at its sole option to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. 11.2.4 Notwithstanding anything to the contrary herein, City will not be required to pay any HOMh Funds to Developer during the period that any Reimbursement Requests, reports or documentation are past due or are not in compliance with this Contract or the HOME Regulations, or during any period during which Developer is in default of this Contract. 11 2.5 In the event of termination under this Section 11.2, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to City within 30 days of termination under this Section Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. For clarification, the defaults and related remedies set out in this Section 11 2 are not intended to arise from mathematical errors or other minor defects in a Reimbursement Request. 11.3 Failure to Submit Required Reports and Documentation During Affordability Period. If Developer fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract after the Required Improvements are completed, or if the submitted report or documentation is not in compliance with this Contract or the HOME Regulations as determined by City City will notify Developer in writing and the Developer will have 30 calendar days from the date of the written notice to obtain or recreate the missing records or documentation, or submit or resubmit any such report or documentation to City If Developer fails to maintain the required reports or documentation, or submit or resubmit any such report or documentation within such time City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or Liability to City. In the event of termination under this Section 11.3, any HOME Funds paid to Developer must be repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents 11.4 In General. 11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided otherwise in this Contract, Developer shall be in default if Developer breaches any term or condition of this Contract. In the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be specified herein), or if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by both Parties HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 25 mutually and in good faith, City shall have the right to elect, in City's sole discretion, to (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to Developer, or (iii) pursue any other legal remedies available to City. 11.4.2 City's remedies may include: 11.4.2.1 Direct Developer to prepare and follow a schedule of actions for carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implement the affected activities, including extending the Affordability Period. 11.4.2.2 Direct Developer to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 11.4.2.3 Cancel or revise activities likely to be affected by the performance deficiency, before expending HOME Funds for the activities. 11.4.2.4 Reprogram HOME Funds that have not yet been expended from affected activities to other eligible activities or withhold HOME Funds. 11.4.2.5 Direct Developer to reimburse City in any amount of HOME Funds not used in accordance with the HOMh Regulations. 11.4.2.6 Suspend reimbursement of HOME Funds for affected activities. 11.4.2.7 Any other appropriate action including but not limited to any remedial action legally available such as declaratory judgment, specific performance, damages temporary or permanent injunctions, termination of this Contract or any other contracts with Developer, and any other available remedies. 11 4.3 In the event of termination under this Section 11.4 all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid to City within 30 days of termination Failut e to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. 11.5 No Funds Disbursed while in Breach. Developer understands and agrees that no IIOME 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 HOME Funds in compensation for work undertaken after the date of termination. HOME DEVELOPER RENTAL CONTRACT Reseive at Quebec, LLC Rev. 09 24 15 Page 26 11.7 Rights of City Not Affected. Termination shall not affect or terminate any of the existing rights of City against Developer, or which may thereafter accrue because of such default, and this provision shall be in addition to any and all other rights and remedies available to City under the law and Loan Documents including, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terms of the Contract Such termination does not terminate any applicable provisions of this Contract that have been expressly noted as surviving the term or termination of this Contract. No delay or omission by City in exercising any right or remedy available to it under this Contract shall impair any such right or remedy or constitute a waiver or acquiescence in any Developer default. 11.8 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a breach of any to ur, 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 hmited to those set out in this Contract. 11.10 Termination for Cause. 11.10.1 City may terminate this Contract in the event of Developer's default, inability, or failure to perfoii n, subject to notice, grace and cure periods. In the event City terminates this Contract for cause, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid to City within 30 calendar days of teiinination Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. DEVELOPER ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT FOR CAUSE, NEITHER DEVELOPER NOR ANY AFFILIATES OF DEVELOPER SHALL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. 11.10.2 Developer may terminate this Contract if City does not provide the HOME Funds substantially in accordance with this Contract. In such event, the termination of the Contract shall have the effect of returning the Parties to their respective circumstances as existed prior to the execution of this Contract, and no terms or obligations shall survive the date of termination, including but not limited to, reporting, inspections or the Affordability Period. HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 27 11.11 Termination for Convenience. In terminating in accordance with 24 C.F.R. 85.44, this Contract may be terminated in whole or in part only as follows: 11.11.1 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 teiurination, the portion to be terminated; or 11.11.2 By Developer upon written notification to City setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated In the case of a partial termination, City may terminate the Contract in its entirety if City determines in its sole discretion that the remaining portion of the Contract to be performed or HOME Funds to be spent will not accomplish the purposes for which this Contract was made. 11.12 Dissolution of Developer Terminates Contract. In the event Developer is dissolved or ceases to exist, this Contract shall terminate In the event of termination under this Section, all HOME Funds are subject to repayment and/or City may exercise all of its remedies under this Contract and the Loan Documents. 11.13 Reversion of Assets. In the event this Contract is terminated with or without cause, all tangible personal property owned by Developer that was acquired or improved with the HOME Funds shall belong to City and shall automatically transfer to City or to such assignees as City may designate. 11.14 Notice of Termination under Subordination Agreement. City shall not terminate this Contract without first giving notice and opportunity to cure as required in the Subordination Agreement. 12. REPAYMENT OF HOME FUNDS. All HOME Funds are subject to repayment in the event the project does not meet the requirements as set out in this Contract or in the HOME Regulations. If Developer takes any action that results in City being required to repay all or any portion of the HOME Funds to HUD, Developer agrees it will reimburse City for such repayment. If Developer takes any action that results in City receiving a finding from HUD about the project, whether or not repayment to HUD is required of City, Developer agrees it will pay City 10% of the HOME Funds as liquidated damages. The Parties agree that City's damages in the event of either repayment to HUD being required or receiving a finding from HUD are uncertain and would be difficult to ascertain and may include an impact on City's HOME grant or other Federal grant funds, in addition to a finding by HUD or a repayment of funds to HUD by City. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to City is liquidated damages and not a penalty. HOME DEVELOPER RENTAL CONTRACT Reset ve at Quebec, LLC Rev. 09 24 15 Page 28 13. MATERIAL OWNERSHIP CHANGE. Subject to the terms of the Deed of Trust and transfers in accordance with Developer's Operating Agieement, as may be amended and restated from time to time to admit Investor Member or other members, or otherwise with City consent, if ownership of Developer materially changes after the date of this Contract, City may, but is not obligated to, terminate this Contract. City has 30 days to make such determination after receipt of notice from Developer and failure to make such deteitnination in that time period will constitute a waiver In the event of termination under this Section 13, all HOME Funds awarded but not yet paid to Developer pursuant to this Contract shall be immediately rescinded and Developei shall have no further right to such funds. Any HOMb 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. Developei shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 14.2 Doctrine of Respondeat Superior. The doctrine of respondeat superior shall not apply as between City and Developer, its officers, members, agents, servants, employees contractors, subcontractors, vendors, tenants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Developer. City does not have the legal right to control the details of the tasks performed hereunder by Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, licensees or invitees. 14.3 Developer Property. City shall under no circumstances be responsible for any property belonging to Developei, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. 14.4 Religious Ortanization. No portion of the HOME Funds shall be used in support of any sectarian or religious activity In addition, there must be no religious or membership criteria for tenants of a HOW, - funded property. HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09 24 15 Page 29 14.5 Venue. Venue for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract, shall lie in Tarrant County, Texas. 14.6 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. If any action, whether seal or asserted, at law or in equity, arises out of the execution, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by federal law, the choice of law shall be the laws of the State of Texas. 14.7 Severability. The provisions of this Contract are severable, and if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be invalid by a court or federal or state agency, board or commission having jurisdiction over the subject matter thereof', such invalidity shall not affect other provisions which can be given effect without the invalid provision. 14.8 Written Agreement Entire Agreement. This written instrument and the Exhibits, Addendums and Attachments attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitute the entire agreement by the Parties concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement which purports to vary the terms of this Contract shall be void. Any amendments to the terms of this Contract must be in writing and be executed by the Parties. 14.9 Paragraph Headings for Reference Only. No Legal Significance; Number. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine. The words "include" and "including" whenever used herein shall be deemed to be followed by the words "without limitation" 14.10 Compliance With All Applicable Laws and Regulations. Developer agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the performance of this Contract. These laws include, but are not limited to: ➢ HOME Investment Partnerships Act as set out above ➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq) including provisions requiring recipients of federal assistance to ensure meaningful access by person of limited English proficiency ➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq. ) HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09 24 15 Page 30 ➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 ➢ The Age Discrimination in Employment of 1967 ➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) ➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) (` URA") ➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24 CFR Part 8 where applicable ➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58. ➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no event shall any amount of the assistance provided under this Contract be utilized with respect to a facility that has given rise to a conviction under the Clean Air Act or the Clean Water Act. ➢ Immigration Refoiiu 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 Ameiicans with Disabilities Act of 1990 (42 U S.C. Sections 12101 et seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A ➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered persons ➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part 23, Subpart F ➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on participation by ineligible, debarred or suspended persons or entities ➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards for new construction projects ➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review ➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act ➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247 ➢ For contracts and subgrants for construction or repair, Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5 ➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers, Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5 ➢ Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by the Residential Lead -Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R ➢ Regulations at 24 CFR Part 92, Home Investment Partnerships Program Final Rule ➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200 et seq. HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 31 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 HOME Funds, Developer shall comply with the following and will ensure that its contractors also comply If the work perfonmed 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 1701 u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assisted or HUD -assisted projects covered by Section 3, shall to the greatest extent feasible, be directed to low- and very -low income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representatives of the contractor's commitments under this Section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprentice and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. Rev. 09 24 15 Page 32 HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC D. The contractor agrees that it will include this Section 3 clause in every subcontract to comply with regulation in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. E. The contractor will certify that any vacant employment positions, including training positions that are filed: (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. F. Noncompliance with HUD's regulation in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. G. With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. section 450e) also applies to the work to be performed under this Contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 79b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b)." Section to be quoted in covered contracts ends. 14.11.2 Developer Responsibilities for Section 3 Requirements. City and Developer understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall be a condition of the federal financial assistance provided to the project binding upon City and Developer, and their respective successors, assigns, contractors and subcontractors. Failure to fulfill these requirements shall subject Developer and its contractors and subcontractors and their respective successors and assigns to those sanctions specified by the grant agreement through which federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135. Developer's responsibilities include: 14.11.2.1 Implementing procedures to notify Section 3 residents and business concerns about training, employment, and contracting opportunities generated by Section 3 covered assistance; 14.11.2.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 33 14.11.2.3 Facilitating the training and employment of Section 3 residents and the award of contracts to Section 3 business concerns; 14.11.2.4 Assisting and actively cooperating with the Neighborhood Services Department in making contractors and subcontractors comply; 14.11.2.5 Refraining from entering into contracts with contractors that are in violation of Section 3 regulations; 14.11.2.6 Documenting actions taken to comply with Section 3; and 14.11.2.7 Submitting Section 3 Annual Summary Reports (form HUD- 60002) in accordance with 24 CFR Part 135.90. 14.11.3 Section 3 Reporting Requirements. In order to comply with the Section 3 requirements, Developer must submit the forms attached hereto as Exhibit "I" - Section 3 Reporting Forms and take the following actions: 14.11.3.1 Report to the City all applicants for employment, and all applicants for employment by contractors and any subcontractors on a quarterly basis This shall include name, address, zip code, date of application, and status (hired/not- hired) as of the date of the report. 14.11.3.2 Advertise available positions to the public for open competition and provide documentation to City with the quarterly report that demonstrates such open advertisement, in the form of printout of Texas Workforce Commission posting, copy of newspaper advertisement, copy of flyers and listing of locations where flyers were distributed, and the like. 14.11.3.3 Report to the City all contracts awarded by contractors and any subcontractors on a quarterly basis This shall include name of contractor and/or subcontractor, address, zip code, and amount of award as of the date of the report. 14.12 Prohibition Against Discrimination. 14.12.1 General Statement. Developer, in the execution, performance or attempted performance of this Contract, shall comply with all non-discrimination requirements of 24 CFR 92.350 and the ordinances codified at Chapter 17, Article 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, HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 34 familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will Developer permit its officers, members, agents, employees, contractors, vendors or project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code, and Developer hereby covenants and agrees that Developer, its officers, members, agents, employees and contractors, have fully complied with all provisions of same and that no employee, or applicant for employment has been discriminated against under the teams of such ordinances by either or its officers, members, agents, employees, contractors or vendors. 14.12.2 No Discrimination in Employment during the Performance of this Contract. During the performance of this Contract Developer agrees to the following provision, and will require that its contractors, subcontractors and vendors also comply with such provision by including it in all contracts with its contractors and vendors: [Contractor's, Subcontractor's or Vendor's Namel will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion, national origin, familial status disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. [Contractor's, Subcontractor's or Vendor's Name] will take affirmative action to ensure that applicants are hired without regard to race, color sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity gender expression or transgender. Such action shall include, but not be limited to, the following* employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination rates of pay or other folios of compensation, and selection for training, including apprenticeship. (Contractor's, Subconti actor's or Vendor's Name] agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. [Contractor's, Subcontractor's or Vendor'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 lace, 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 not 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 HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 35 perceived disability, except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement. [Contractor's, Subcontractor's or Vendor's Namel further covenants that neither it nor its officers, members, agents, employees, contractors, or persons acting on their behalf, shall specify, in solicitations or advertisements for employees to work on this Contract, a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification, retirement plan or statutory requirement 14.12.3 Developer's Contractors and ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ( `ADA"), Developer warrants that it will not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Developer. DEVELOPER WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS, SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT OF DEVELOPER'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE -REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13. Conflict of Interest and Violations of Criminal Law. 14.13.1 Developer Safeguards. Developer shall establish safeguards to prohibit its employees, board members, advisors and agents fiom using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Developer shall disclose to City any conflict of interest or potential conflict of interest described above, immediately upon discovery of such 14.13.2 General Prohibition Against Conflicts of Interest. No persons who are employees, agents, consultants, officers or elected officials or appointed officials of City or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOMFi funds or who are in a position to participate in a decision -making process or gain inside infoimation with regard to these activities may occupy a HOME Unit, may obtain a financial interest or benefit from a HOME -assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for 1 year thereafter, unless they are accepted in accordance with the procedures set forth at 24 C.F.R. Part 92.356. HOME DEVELOPER RENTAL CONTRACT Resetye at Quebec, LLC Rev. 09-24-15 Page 36 14.13.2.1 Developer shall establish conflict of interest policies for Federal Awards and shall provide such policies in writing to City in accordance with the requirements of 2 CFR Part 200.112. 14.13.3 Disclosure of Conflicts of Interest. In compliance with 2 CFR Part 200.112, Developer is required to timely disclose to City in writing any potential conflict of interest, as described in this Section 14.13.4 Disclosure of Texas Penal Code Violations. Developer affirms that it will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. 14.13.5 Disclosure of Federal Criminal Law Violations. In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City all violations of federal criminal law involving fraud, bribery or gratuity violations potentially affecting this Agreement 14.14 Labor Standards. 14.14.1 As applicable, Developer agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act (40 U S.C. 276a-7) as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract. Developer agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance with hour and wage requirements of this Contract and HOME( Regulations. Such documentation shall be made available promptly to City for review upon request. 14.14.2 Developer agrees that, except with respect to the rehabilitation or construction of residential property containing less than 12 units assisted with HOME funds, all contractors engaged under contract for construction, renovation or repair work financed in whole or in part with assistance provided under this Contract, shall comply with Federal requirements adopted by City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 14.14.3 If Davis -Bacon is applicable, Developer shall provide City access to employee payrolls, contractor and subcontractor payrolls and other wage information for persons performing construction of the Required Improvements Payrolls must be submitted to the Neighborhood Services Department with each Reimbursement Request, and must be available to HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09 24 15 Page 37 Neighborhood Services Department staff upon request. In addition, Developer shall ensure that City will have access to employees, contractors and subcontractors and their respective employees in order to conduct onsite interviews with laborers and mechanics. Developer shall inform its contractors and subcontractors that City staff or federal agencies may conduct periodic employee wage interview visits during construction of the project to ensure compliance. 14.15 Subcontracting with Small and Minority Firms, Women's Business Enterprises and Labor Surplus Areas. 14.15.1 For procurement contracts $50,000.00 or larger Developer agrees to abide by City's policy to involve Minority Business Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required by City. Developer agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement $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 the reporting requirements of 24 CFR Part 92.508 (a)(7)(ii), Developer must submit the form attached hereto as Exhibit "K" MBE Reporting Form for each contract or subcontract with a value of $25,000 or more paid, or to be paid, with HOME funds. This fo 111 shall be submitted with the final Reimbursement Request. 14.16 Other Laws. The failure to list any federal, state or City ordinance, law or regulation that is applicable to Developer does not excuse or relieve Developer from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Developer's failure to follow the law, if applicable. 14.17 Assignment Developer shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of City Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. 14.18. Right to Inspect Developer Contracts. It is agreed that City has the right to inspect and approve in writing any proposed contracts between Developer and (i) its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as part of the construction of the HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09 24 15 Page 38 Required Improvements, (ii) any vendor contracts arising out of the operation of the project, and (iii) any third party contracts to be paid with HOME Funds, prior to any charges being incurred. 14.19 Force Majeure If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, 01 other industrial disturbances, acts of public enemies, wais, blockades, insurrections, riots, epidemics, earthquakes, fires, floods restraints or prohibitions by any court, board, department, commission o1 agency of the United States o1 of any States civil disturbances, or explosions, or some other reason beyond Developer's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event and the completion date for such obligations shall be extended for a like period. Developer will give City written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event Failure to give notice will result in the continuance of the Developer's obligation regardless of the extent of any existing Force Majeure Event Developer will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 14.20 Survival. Any provision of this Contract that pertains to Affordability Requirements auditing, monitoring, tenant income eligibility, record keeping and reports, City ordinances, the provisions of Section 6 6 pertaining to SAM, or any HOME requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Contract for the longer of (i) 5 years after the termination date of this Contract, or (ii) 5 years after the termination of the Affordability Period unless a different survival period is specifically set forth herein, and shall be enforceable by City against Developer. 15. INDEMNIFICATION AND RELEASE. DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED 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 HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09 24 15 Page 39 PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH. DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 16. WAIVER OF IMMUNITY BY DEVELOPER. If Developer is a charitable or nonprofit organization and has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury including death to persons or property, Developer hereby expressly waives its lights to plead defensively such immunity of exemption as against City. This section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 40 17. INSURANCE AND BONDING. Developer will maintain coverage in the form of insurance or bond in the amount of $3,000,000.00 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 insurance or bond shall be used to reimburse City for any and all loss of HOME Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses shall name the City as a Loss Payee. Developer shall furnish to City, in a timely manner, but not later than 60 days after the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein If City has not received such certificates as set forth herein, Developer shall be in default of the Contract and City may at its option, terminate the Contract. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thei eof: Commercial General Liability (CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit Business Automobile Liability Insurance $1,000,000 each accident on a combined single -limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $2,000,000 Aggregate Insurance policy shall be endorsed to cover "Any Auto" defined as autos owned, hired and non -owned. Pending availability of the above coverage and at the discretion of City the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Developer's business as contracted herein. Workers' Cotimensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease -each employee $500,000 disease-pohcy limit Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation Developer or its contractors shall maintain coverages, if applicable. In the event the respective contractors HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 41 do not maintain coverage, Developer shall maintain the coverage on such contractor, if applicable, for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Developer shall revise such amounts within 30 days following notice to Developer of such requirements Developer will submit to City documentation that it, and its general contractor have obtained insurance coverage and have executed bonds as required in this Contract prior to payment of any monies provided hereunder. Where applicable and appropriate, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favoi of City. Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating otherwise approved by City. Deductible limits on the foregoing insurance policies shall be at commercially reasonable levels, and in no event exceed $100,000 per occurrence. In the event there are any local, federal or other regulator y insurance or bonding requirements for the project, and such requirements exceed those specified herein, the former shall prevail. Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Developer shall require its contractors to provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall require its contractors to have City and Developer endorsed as additional insureds (as their interest may appear) on their respective insurance policies where applicable and appropriate. Professional Liability coverage :hall be in force and may be provided on a claim's made basis. This coverage may also be referred to as Management Liability, and shall protect the insured against claimsout of ullcgea e tor: in judgment, br arising out of thoir management duties. HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 42 Developer shall require its builder to maintain builders risk insurance at the value of the construction 18. CERTIFICATION REGARDING LOBBYING. The undersigned Developer hereby certifies, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of Developer, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress in connection with the awarding of any Federal contract, the making of any federal grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. If any funds other than federally appropriated firnds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, Developer shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this Contract was made or entered into. Submission of this certificate is a prerequisite for making or entering into this Contract imposed by 31 U.S.C. Section 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. Developer shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of federal funds. 19. LITIGATION AND CLAIMS. Developer shall give City immediate notice in writing of any action, including any proceeding before an administrative agency, filed against Developer in conjunction with this Contract or the project. Developer shall furnish immediately to City copies of all pertinent papers received by Developer with respect to such action or claim. Developer shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law. HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 43 20. NOTICE. All notices required or permitted by this Contract must be in writing and shall be effective upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail ieturn receipt requested or by a nationally recognized overnight delivery service; and (iii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by propel notice to the sending Party. City: City Attorney's Office 1000 Throckmorton Street Fort Worth, TX 76102 Attention* Vicki Ganske Telephone: 817-392-7765 Copies to: Neighborhood Services Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Assistant Director Telephone* 817-392-7540 Neighborhood Services Department 1000 Throckmorton Street Fort Worth TX 76102 Attention* Neighborhood Development Specialist Telephone• 817-392-2661 Developer: Reserve at Quebec , LLC c/o Fort Worth Housing Finance Corporation 1000 Throckmorton Fort Worth, TX 76102 Telephone: 817-392-7540 Copies to: MV Residential Development, LLC 9349 WaterStone Drive Cincinnati, OH 45249 Attention* Brian McGeady Telephone: 513-588-2694 HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09 24 15 Page 44 Dinsmore and Stohl LLP Fifth Third Center One South Main Street, Suite 1300 Dayton, Ohio 45402 Attention: Frederick J. Caspar Telephone* (937) 449-2818 21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT., Developer represents that it possesses the legal authority, pursuant to any proper appropriate and official motion, resolution or action passed or taken, to enter into this Contract and to perform the responsibilities herein required. 22. INVESTOR'S RIGHT TO CURE. The Parties agree that the Investor shall have the right, but not the obligation, to cure any default by or complete any obligation of the Developer under the Loan Documents during the cure period or completion period provided therein, and the Parties hereto agree to accept any such cure or completion tendered by the Investor. 23. COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument which may be sufficiently evidenced by one counterpart. [SIGNATURES APPEAR ON NEXT PAGE] HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-24-15 Page 45 IN W Contract to be ATTEST: City Secr M&C: C 27" 20 M&C: C 27399 Date ITNES$ a �a effective 6I t11! t # _�i�Q1iCi9£j 3� ----)/ t APPROJJED AS TO F OF, the Parties have executed 4 duplicate originals of this to indicated below the Parties' signatures. 15 2015 CITY 1! RT GrRTH By:( 1 /�' �C, • City anager Date: emando ND LEGALITY: ata, Vicki S. Ganske, Senior Assistant City Attorney sta, Assistan RESERVE AT QUEBEC, LLC, By: Reserve at Quebec GP, LLC, its Managing Member By: Fort Worth Housing Finance Corporation, its Sole Member • By: Jesus J. Chapa, General Manager Date: OFFICIAL RECORD ©ITV SECRETARY Fri. WORTH, TX HOME DEVELOPER RENTAL CONTRACT Reserve at Quebec, LLC Rev. 09-23-15 Page 46 EXHIBITS: Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit "A" — Project Summary "A-1" — HUD Rent Limits "A-2" — Environmental Mitigation Action "B" — Budget "C" — Construction and Reimbursement Schedule "D" — Audit Requirements — Not Applicable "E" — Loan Documents "F" — Reimbursement Forms "G" —Project Compliance Report: Rental Housing "H" — Federal Labor Standards Provisions — Davis -Bacon Requirements "I" — Section 3 Reporting Forms "J" — Standards for Complete Documentation "K" - MBE Reporting Form "L" — Requirements for Permanent Supportive Housing Units HOME DEVELOPER RENTAL CONTRACT Reseive at Quebec, LLC Rev. 09-24-15 Page 47 EXHIBIT "A" PROJECT SUMMARY RESERVE AT QUEBEC, LLC Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: Developer will use HOMh Funds for a portion of the costs to develop the Reserve at Quebec Apartments, a mixed income multifamily development on approximately 15.126 acres. The project will have 12 residential buildings which will consist of up to 296 units including 60 one- bedroom/one bath units, 156 two-bedroom/two bath units, and 80 three-bedroom/two bath units. There will also be a community clubhouse which will include fitness, laundry, and mail facilities. The complex will also include amenities such as a pool, a dog park, controlled site access, and appliances and central heat and air in each unit. The project will contain 16 market rate units. Developer will be entitled to make Reimbursement Requests until 30 days after the Completion Deadline In consideration for the HOME Funds, Developer agrees to provide the following inforrrnation and meet the following requirements: 0 0 Designate 21 Accessible Units in accordance with Section 504 requirements and the terms of the Contract. Accessible Units shall be marketed in accordance with Section 7 7 of the Contract. Designate 25 floating HOME Units in the project. Of these 25 HOME Units, 20 will be High HOME Units and 5 will be Low HOME Units The project also contains 16 PSH Units which can be counted as HOME Units IIOMh, Rents will be charged in accordance with the rents set forth in Exhibit A-1 HUD Rent Limits, published annually by HUD, and shall not exceed the High HOME Rent limit. Submit Exhibit G - Project Compliance Report Rental Housing regarding the household income, size, race, ethnicity, gender of head of household, disability status, and rental assistance type for the initial tenant of the first HOW Unit to be leased. THE CITY WILL WITHHOLD $150,000 OF THE HOME FUI\DS UNTIL CITY VERIFIES THAT AT LEAST 1 HOME UNIT IS LEASED TO A HOME ELIGIBLE HOUSEHOLD. If the 25 HOME Units do not qualify as affordable rental housing immediately upon lease -up or at any time during the Affordability Period, the City may invoke any remedies provided in the Contract or the Loan Documents Submit a copy of its annual audit and reports to TDHCA to City during the Affordability Period. SPECIFIC PURPOSE• The specific purpose of this project is to increase the availability of permanent supportive housing units for homeless persons with disabilities and quality, accessible, affordable housing for low and moderate income City residents in northwest Fort Worth. PROJECT OBJECTIVES• The project will provide 280 housing units affordable to households earning less than 80% of AMI, of which 25 will be designated as HOMFk,-assisted units. There will be 16 market rate units. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Reserve at Ouebec. T,T,C —Reserve at Ouebec Apartments Page 1 Rev. 09.24.2015 EXHIBIT "A-1" HUD RENT LIMITS RESERVE AT QUEBEC, LLC U.S. DEPARTMENT OF HUD 03/2015 STATE: TEXAS 2015 HOME PROGRAM RENTS PROGRAM EFFICIENCY 1 BR 2 BR 3 BR 4 BR 5 BR 6 BR *Fort Worth -Arlington, TX HUD Metro FMR Area LOW HOME RENT LIMIT 610 653 785 906 1011 1116 1219 HIGH HOME RENT LIMIT 610* 690 893 1143 1255 1367 1478 For Information Only: FAIR MARKET RENT 590 690 893 1198 1426 1640 1854 50% RENT LIMIT 610 653 785 906 1011 1116 1219 65% RENT LIMIT 773 829 997 1143 1255 1367 1478 *Rent limits are published annually by HUD. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Reserve at Quebec, LLC — Reserve at Quebec Apartments Page 2 Rev. 09.24.2015 EXIII "A-2" ENVIRONMENTAL MITIGATION ACTION RESERVE AT QUEBEC, LLC BIT • HOME Funds may be reimbursed for exempt activities; however, HOME funds will not be paid, and costs cannot be incurred until City has conducted and completed an environmental review of the proposed Project site as required under 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction until satisfactory completion of environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58. Special conditions, procedures, and requirements identified for the project may include and are not limited to mitigation of any adverse effects identified by the environmental review process. The special conditions, procedures, and requirements may differ and are subject to approval by City and HUD. 1. Developer will implement the City of Fort Worth, Texas Airport Sound Construction Packet. Developer has initialed the pertinent sections within the construction packet that list the materials that will be used to attenuate the excessive noise level. 2. City will require the sewer loading and the schedule for development at the site to ensure that there is sewer service available when the project opens. See Attachment L in the ER Record for the Feasibility Study. 3. City requires a fmal Integrated Storm Water Management Plan that shows no impact to the downstream sites based on the site development before the project site can be platted, therefore no impact anticipated. See Attachment L in the ER Record for the Feasibility Study. 4. Connections for fire and domestic services will be at the existing line within Buda Lane. City will require an 8" diameter water main extension along the southern Property line that ties into the existing 12" water main along NW Centre Drive to complete the loop. See Attachment L in the ER Record for the Feasibility Study. 5 Implement all recommendations made by Texas Parks & Wildlife ("TPWD") in the development of the multifamily complex. Avoid development of complex during the Whooping Crane migratory season, Maich through August If ground disturbing activities during the migratory bird nesting season in unavoidable, then TPWD recommends surveying the area proposed for construction to ensure that no nests with eggs of young would be disturbed by construction activities. Any vegetation or gravel areas where occupied nests are located should not be disturbed until the eggs have hatched and the young have fledged. City will provide Developer the executed environmental review record and certifications. Developer agrees to abide by the special conditions, procedures, and requirements of the executed environmental review certification approved by HUD. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS RPCPY\/P Qt n11 PhIa0 T.T. — RPCPrvP at Pher Anartments Page 3 Rev. 09.24.2015 Source # 1 2 3 4 5 6 EXHIBIT "B" BUDGET RESERVE AT QUEBEC, LLC Development Name: Funding Description Conventional Loan Conventional Loan/FHA HTC Syndication Proceeds HOME Housing Trust Fund CDBG Mortgage Revenue Bonds Historic Tax Credit 8 Syndication Proceeds 9 USDA/ TXRD Loan(s) Other Federal Loan or 10 Grant 11 Other State Loan or Grant Local Government Loan 12 or Giant (HOME) 13 Private Loan or Grant 14 Cash Equity 15 16 TOTAL SOURCES OF FUNDS TOTAL USES OF FUNDS In -Kind Equity/Deferred Developer Fee Operating Reserves SOURCES AND USES Reserve at Quebec Apartments Priority of Lien 2 3 1 Construction Loan Stage Amt. $25,250,000 $13,008,411 $1,500,000 $2,000,000 $1,697,420 43,455,831 HOME Funds Budget Acquisition and/or Construction Soft Costs Constiuction Ilard Costs Holdback*Y TOTAL Permanent Loan Stage Amount $25,250,000 15,304,013 Financing Participants TBD. TDHCA $1,500,000 City of Fort $2,000,000 Worth MV Residential Development LLC and $1,697,420 FWHFC $45,751,433 $45,751,433 $1,350,000* $2,000,000* $150,000* $3,500,000 *Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change. ** City will hold back $150,000 of the HOMEI Funds until City verifies that the first IIOMh Tinit is leased to a HOMIi, Fhgible Household as well as the other requirements in Exhibit "C" - Construction and Reimbursement Schedule. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Page 4 Rev. 09.24.2015 Rnenr /P a+ nnPhPr T T.0—RPCPYVP al- nneher Anartment.s PHASE I ACTIVITIES: PHASE I COMPLETE by: March 31, 2016 PHASE II ACTIVIITES: PHASE II COMPLETE by: December 31, 2016 PHASE III ACTIVIITES: PHASE III COMPLETED by: June 30, 2017 PHASE IV ACTIVITIES: EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE RESERVE AT QUEBEC, LLC Activity Acquisition Soft Costs Site Preparation (Grading) Plumbing Foundation First Payment** Construction Hard Costs 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** (approx. 50% complete)*** Construction Hard Costs Prior to Reimbursement in Phase III, Developer must submit the contractor/subcontractor/vendor searches under the Federal System for Award Management (www.sam.aov). Third Payment** (approx. 75% complete)*** Initial Lease -up of HOME Units HOME Funds $1,350,000.00* $1,350,000.00* $250,000.00* $250,000.00* $1,750,000.00* $1,750,000.00* HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Reserve at Quebec, LLC — Reserve at Quebec Apartments Page 5 Rev. 09.24.2015 PHASE IV COMPLETED by: December 31, 2017 TOTAL Prior to Reimbursement in Phase IV, the following items must be submitted: 1. Rent Schedule for HOME Units. See Section 7.5 2. Tenant Selection Policy. See Section 7.6 3. Affirmative Marketing Plan. See Section 7.7 Prior to Reimbursement for Final Payment, Exhibit "G" - Project Compliance Report: Rental Housing must be submitted to City. Final Payment** (Lease -Up of HOME Unit)*** $150,000.00* $150,000.00 . *Developer will only be reimibursed for eligible expenses. The amounts are estimates and are subject to change. **Developer must submit Complete Documentation with Reimbursement Request to City within 60 days from each of the abovementioned deadlines in order to be reimbursed. Failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. ***If milestone is reached before the Phase completion date, reimbursement will be made when the milestone percentage is reached and the City is provided all required documentation. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Reserve at Quebec, LLC — Reserve at Quebec Apartments Page 6 Rev. 09.24.2015 EXHIBIT "D" AUDIT REQUIREMENTS RESERVE AT QUEBEC, LLC NOT APPLICABLE HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Reset ve at Quebec, LLC — Reserve at Quebec Apartments Page 7 Rev. 09.24.2015 EXHIBIT "E" LOAN DOCUMENTS RESERVE AT QUEBEC, LLC The Loan Documents will be negotiated between the Parties, the Investor Member, and Developer's construction and permanent lender prior to the closing of Developer's construction loan. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Reserve at Quebec, LLC — Reserve at Quebec Apartments Page 8 Rev. 09.24.2015 )EXHIBIT "F" REIMBURSEMENT FORMS RESERVE AT QUEBEC, LLC HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Reserve at Quebec, LLC — Reserve at Quebec Apartments Page 9 Rev. 09.24.2015 Agency: Address: City, State, Zip: Proj ect: Tax ID Number Period of Service: Program INVOICE Reserve at Quebec, LLC Reserve at Quebec Apaitinents Amount This Invdice Cumulative to Date Attachment I 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 accui ate. It is acknowledged that the provision of false information could leave the certifying official subject to the penalties of federal, state, and local law. Signature and Date: Name: Title: HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Page 10 Reserve at Quebec, LLC —Reserve at Quebec Apartments Rev. 09.24.2015 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 Date Developer: Project: Check No. City of Fort Worth Neighborhood Services Department Expenditure Worksheet Reserve at Quebec, LLC Reserve at Quebec Apartments Payee or Beneficiary* _� Description* *Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if applicable. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Page 11 Reserve at Quebec, LLC — Reserve at Quebec Apartments Rev. 09.24.2015 EXHIBIT "G" PROJECT COMPLIANCE REPORT: RENTAL HOUSING RESERVE AT QUEBEC, LLC HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Page 12 Reserve at Quebec, LLC — Reserve at Quebec Apartments Rev. 09.24.2015 Project Name: Reporting Period: From # of HOME -Assisted Units: PROJECT COMPLIANCE REPORT: RENTAL HOUSING EXHIBIT "G" Contract #: To # of High HOME Units Required: Owner Name: # of Low HOME Units Required: `AII data reported should be consistent with requirements described in contract and any amendments Lease date Unit Number Low or High HOME Rent Unit? Tenant Name Type of Household Select: 1 Single, nonelderly 2 Elderly 3 single 4 Two parents 5 Other Other Assistance Type Select: 1 Section 8 2 HOME TBRA 3 Other federal, state, or local assistance 4 No assistance # of Date of Last Persons Income in HH # of BRs Certification Race Select: 1 White 2 Black/ African American 3 Asian 4 American Indian/Alaskan Native 5 Native Hawaiian/Other Pacific Islander Low HOME rents may not exceed 30% of the adjusted income of households at 50% of area median income, adjusted for household size and adjusted for tenant -paid utilities. Additionally, low HOME rents may not exceed the High HOME standard (which may be capped by the FMR). At lease 20% of HOME units in projects with 5 or more HOME -assisted units must have low HOME rents. High HOME rents apply to all other HOME-assited units and are calculated as the lesser of the Section 8 (Choice Voucher) Fair Market Rent or 30% of adjusted monthly income for households at 65% are median income, adjusted for household size, and adjusted for tenant -paid utilities. Both sets of rents are published by HUD, and both limit the local contract rent, including rental assistance, except for project -based assistance for the Low HOME rent units, Unit Utility Monthly Max Rent Allowance Rent Tenant's Annual Gross 6 American Indian/Alaskan Native & White 7 Asian & White 8 Black & White 9 American Indian/Alaskan Native & Black 10 Other Certification: The undersigned, hereby, gives assurance that to the best of my knowledge and belief, the data included in this report is true and accurate, and if is a non-profit agency, has been approved by the governing body of the organization prior to submission. This completed and signed document should be submitted to the City annually per your contract. A copy should be retained in your files. Title: Print Name: Signature: Date: Phone No.: % of Median Income Hispanic? Race Other Assistance Type of Tvpe household EXHIBIT "H" FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS RESERVE AT QUEBEC, LLC HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Page 13 Reset ve at Quebec, LLC — Reserve at Quebec Apartments Rev. 09.24.2015 Federal Labor Standards Provisions Applicability Tho Project or Program to which the construction work covered by this contract pertains is being assisted by the United States of America and the following_ Federal Labor Standards Provisions are intruded In this Contract pursuant to the provisions applicable to such Federal ]sSfstance.. A. 1. (I) Minimum Wages. All laborers and mechanics employed or working upon the site of the work, will be paid unconditionally and nat Less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductlona as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR Part 3), the full amount of wages and bona tide fringe benefits (or cash equivalents (hereof) due at time of payment computed et rates not lass than those contained In the wage determination of the Secretary of Labor which is attached hereto and,made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics, Contributions made or costs reasonably anticipated far 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 laborers or mechanics, subject to the provisions of 20 CFR 5.5(a)(1)(Iv); also. ropurar contributions made- or costs incurred for more than a weekly period (but not loss often than quarterly) under plans, funds, or programs, which cover the particular weekly period, ere deemed to be constructively made or Incurred during such weakly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits an the wage determination for the classlfic-ailon of work actually performed, without regard to sklfl, except as provided In 29 CFR 5 5(a)(4)_ Laborers or mechanics performing work in mere ihsn one classification may be compensated al tine rate specified for each clessifeatlon for the time actually worked (heroin. Provided, That the employer's payroll records accurately set forth the lima spent in each classification In which work Is performed. The wage determination (Including any additional classification and wage rates conformed under 29 CFR 5.0(a)(1)(0) and the Davis•Bacon poster (WH• t321) shall be posted at all times by the contractor and Its subcontractors at the rile Of the work in a pronfnent and accessible, place where It can be easily seen by the workers- (H) (a) Any class of laborers or mechanics which is not fisted in the wage determination and which is to be employed under the contract shall be. classified In conformance with the wage determination. HUD shall approve an additional classification and Wage rale and fringe benefits Ler€for only wren the following criteria have been met: PrGviouS editions are obsolete Page 1of5 UaS. Dephrtrnant Of Housing and Urban Development Office of Labor Relations (1) The work to be performed by the classification requested Is not performed by a classification In the wage determination; end (2) The classification is utilized In the area by the construction Industry; and (3} The proposed wage rate, Including any bona fide fringe benefits, bears a reasonable retatlanship to the wage rates contained In the wage determination, (ti) If the contractor and the laborers and mechanics to be employed In the classification (if known), or their representatives, and HUD or Its designee agree on the classification and wage rate (Including the _mount designated far fringe benefits where appropriate), a report of the action taken shall be sent by HUD or its designee to the Administrator of the Wags and Hour ©ivislcn, Employment Standards Administration, U:S. Department of Labor. Washington, D.C. 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt end 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 the Office of Management and _Budget under OMB control number 1215. 0140,) (c) Iri the event (ho contractor, the laborers or mechanics to be employed In the classification or their representatives, and HUD or Rs designee do not agree on the proposed classification and wage role (Including the amount designated tor fringe benofits€ where appropriate), HUD or its designee shall refer the questions, Including the views of all Interested parties and the reoortimcndalion of HUD or its designee, to the Administrator for determination. The Administrator, or an authorized representative. will Issue a determination within 30 days of receipt and s4 advise HUD or its designee or will notify HUD or its designee within the 30•day period that additional time is necessary. (Approved by the Office of Management and Budget under OMB Control Number 1215-0i40.) (d} The wage rate (including fringe benefits where appropriate) determined pursuant to subparagraphs (1)(I0(b) or (c) of this paragraph, shall he paid to ell workers performing work in the classification under this contract from the first day on which work is performed In the classification: - Oil) Whenever the minimum wage rate proscribed in the contract for a class of laborers or mechanics includes a fringe benefit which Is not expresse-d as en hourly rate, the contractor shall either pay the bonofit as stated In the visge determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (Iv) It the contractor does not make payments to a trustee or other third purser±, the contractor may consider as part form HUD4010(06✓2OD0) ref, Hendboox i344,1 HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Reserve at Quebec, LLC — Reserve at Quebec Apartments Page 14 Rev. 09.24.2015 of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a pion or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the mooting of obligations under the plan or program. (Approved by the Office of Management and Budget under OMB Control Number 1215-0140.) • Withholding. HUD or Its designee shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contrauCwlth the same prime contractor, or any other Federatiyrassisted contract subject to Davis -Bacon prevailing wage requirements, which Is held by the same prime contractor so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, Including apprentices, trainees and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract in the event of failure to pay any laborer or mechanic, including any apprentice, trainee or helper, employed or working on the site of the work. all or part of the wages r requited by the contract, HUD or its designee may, after written notice to the contractor, sponsor, applicant, or owner, lake such action as may be necessary to cause the suspension of any further payment, advance, Per guarantee of funds until such violations have ceased, HUD or its designee may, after written notice to the contractor, disburse such amounts withheld for and on account of the contractor Of subcontractor to the respective employees to whom they are due. The Comptroller General shall make such disbursements in the case of direct Davis -Flacon Acl contracts. 3. (I) Payrolls and basic records, Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work preserved for a period of three years (hereafter for all laborers and mechanics working at the site of the work, Such record:. shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates or wages paid (including rates of contributions or tests enticlpatad for bona tide fringe benefits or c-esh equivalents thereof of the types described in Section 1(b)(2)(a) of the Davis -bacon Act).. daily and weekly number of hours worked_ deductions made acid actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5,5 (a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anttcipated in providing benefits under a plan or program described In Section I(b)(2)(B) of the Davis - Baton Act, the contractor shall maintain records which show that the commitment to {provide such benefits i3 enforceable, that the plan or program is financially responsible, and that the plan or prepram hat been PreVous editions are obsolete corrtrnuriiceted in writing to the laborers or mechanics affected, and records .which show tho costs anticipated or the actual cost Incurred In providing such benefits, Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed In the opprrcable programs, (Approved by the Office of Management and Budget under OMB Control Numbers 12t5-0140 and 1215-0017.) (ii) (a,) The contractor shell submit weekly for each week In which any contract work is performed a copy of all payrolts,to HUD or Its designee U the agency Is a party to the contract. but If the agency is not such a party, the contractor will submit the payrolls to the applicant sponsor, or owner, as the case may be, for transmission to HUD or its designee, The payrolls submitted shall set out accurately and completely all of the Information required to he maintained under 29 CFR 5.0(e)(3)(I) except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to Include an individually identifying number for each employee (e,g„ the last four digits of the employee's social tecurlly number), The required weekly payroll information may be submitted In any form desired. Optional Form WH-347 rs available for this purpose from the Wage ' and Hour Division Web site al hrte,W wtww.dof.aov/esaftrhd/lornrs/vh367insfr,htm or its successor site. The prime contractor Es responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current Address of each covered worker, and shall provide Them upon request to HUD or Its designee If the agency is a party to the contract, but If the agency Is not such a party, the contractor will submit the payrolls to the applicant sponsor, or owner, as the case may be, for transmission to HUD or its dcsig_ nee, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an Investigation or audit of compliance with prevailing wage requirements. It 1s not a violation of this eubpsragraph for a prime contractor to require a subcontractor to .provide addresses and social security numbers to the prime contractor far Its own records, without weekly submission to HUD or It designee. (Approved by the Office of Management and Budget under OMB Control Number 1215-0149.) (b) Each payroll submitted shalt bit accompanied by a 'Statement el Compliance,' signed by the contractor or= subcontractor dr his or her agent who pays or supervises the payment of the persons employed under the contraol and shall certify the following: (1) That the payroll for the payroll period contains the information required to be provided under 29 CFR 5.5 (e)(h)(il), the appropriate inforrnaiion Is being maintained under 29 CFR 5r5(a){$)(t), and that such information Is correct and complete; Page 2 of se two HUD-4010 (OG!a009) ref. Handbook 1344.1 - HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Reserve at Quebec, LLC —Reserve at Quebec Apartments Page 15 Rev. 09.24.2015 (2) That tech taborer or mechanic (including each helper, apprentice. and trainee} employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate. either directly or Indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, ether than perrrilssible deduction& as set forth in 29 CFR Fart 3; ()' That each laborer or mechanic has been paid net leas than the applicable wage rates and fringe benefits er cash equivalents for the classification of work performed, as Specified In the applicable wage determination incorporated into the conlratt, (c) The weekly submission of a properly executed certification scl forth on Irte reverse side of Optionaf,Form WH-347 shall satisfy the requirement for submission of the `slatsment of Compliancerequired by subparagraph A.3.(II)(b), (n) The falsification of any of the above certifications may subject the contractor or subcontractor to civil ar criminal prosecution under Section 1001 of Titre 18 and Section 231 of Title 31 of the United States Code. (lit) The contractor or subcontractor shall make the records requited under subparagraph A.3,(I) avadatsle for inspection, copying, or transcription by authorized representatives of HUD or its designee or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fella to submit the required records or to make them available, i1UP or Its designee rnay, after written notice to the contractor, sponsor, applicant or owner, take such action as may be necessary to cause the .suspension of any further payment, advance, or guarantee of funds. Furthermore. failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. A, Apprentices end Trafnoos, (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and Individually registered in a bona fide apprenticeship program registered with ;he U.$_ Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or het first 00 .days of probationary employment es an apprentice In such d an apprenticeship program, who Is net indivlduslty registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Leber Services or a State Apprenticeship Agency (whore appropriate) to be eligible for probationary employment as an apprentice- The eltowable retie of apprentices la journeymen on the job site In any craft Classification shall not be greater Than tnc ratio permitted to the contractor as to the entire work force under the rctllstered program, Any worker listed on a payroll at an apprentice wage rate, who Pjitwie S ed=tions are obsolete rags! 3 of b is not registered or otherwise employed as slated above, shall be paid not less than the applicable wage rate on me wage dclorniinatien for the classification of welt actually performed_ In addition, tiny apprentice perforating Work on the Job site In excess of the ratio permitted under the reglstered program shall be paid not less than the applicable wage rate on the wage determination for the work, actually performed, Where a contractor is performing canstructien on a project Ina locality other than that In which its program is registered, the ratio' and wage rate's (expressed In percentages of the journeyman's hourly rale) speclfled In the contractor's or subcontractor's registered program shelf be observed. Every apprentice must be paid of not Tess than the rate specified In the reglstered program for the apprentice's level sir progress, expressed es a percuritago of the jeurneyrnon hourly rate .specified in the applicable wage determination, Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. if the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits Fisted on the wage determination for the applicable classification_ If the Administrator determines that a different practice prevails for the applicable apprentice classification. fringes snail be pald in accordance with that determinations in the event the Office of Apprenticeship Training, Er?iployer and Labor Services, ar a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices al less than the applicable predetermined rale for the work performed until an acceptable program is approved. (Ii) Trainees, Except as provided In 20 CFR 5.18, trainees will not be permitted to work et less than the predetorrnited rate for the work performed unless they are employed pursuant ',to and Individually reglstered in a program which has received prior approval, ovldeneed by formal certification by the U.S. Department of Labor, Employment and Training Administration_ The hallo of Irafnees to Journeymen on the Job site shall not he greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at net less than the rate speclfled in the approved program for the trainee's level of progress, expressed as a percentage of the Journeyman hourly rate specified in me appilCable wage determination, Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention ,frinot benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there Is an apprenticeship program associated with the correspoadIng Journeyman "rage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll et 8 trainee rate who Is not registered and partICIpating In a training plan approved by form HUD4D10(05i2001)) ref. Handbook 1344,1 HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Reset ve at Quebec, LLC —Reserve at Quebec Apartments Page 16 Rev. 09.24.2015 the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. tin addition, any trainee performing work en the Job site In excess of the ratio permitted udder the registered program shall bo paid not less Than the applicable wage rate on the wage determination far the work actually performed, In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at leas than the applicable predetermined fate for the Work perrorrned until an acceptable preeferM is approved. (111) Equal employment *pprartunity. The utilization of apprentices, trslnees and Journeymen under 29 CFR Part 5 shall be in conformity with the equal employment opportunity requirements of Ex Order 11240, as amended. and 29 CFR Part 30. 5. Compliance with Copeland Act requirements, The contractor shalt comply with the requirements of 29 CFR Part 3 which are incorporated by reference in this contract 6, Subcontracts. The 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 HUB or its deslgnee may by appropriate Instructions require, and a copy of the applicable prevailing wage decision, and also a clause requiring 111e subcontractors to Include these clauses its any Tower (ler subcontracts, The prime contractor shall be responsible for the compliance by any subcontractor or fewer tier aubcontractor with ell the cantract clauses in this paragraph 7. Contract termination, debarment, A breach of the contract clauses in 29 CFR 5.5 may be grounds For termination of the contract and ter debarment as a contractor and a subcontractor as provided In 20 CFR 5.t2, $. rtorliplia roe with os_viszscan and Related act Rn'quiroments,. All rulings and interpretations of the Davis -eaten and Related Acts contained In 29 CFR Parts 1, 3, and 5 are herein Incorporated by reference In this contract 9, Oi;'puteA concerning labor standards, Disputes arising out of the 'abet standards provisions of this contract shall not be subfett to the general disputes clause of this -contract. Such disputes shall be resolved in accordance wilh the procedures of the Department of Labor set forth in 29 CFR Parts 5, 6, and 7_ Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and ktilp er Its designee; the U.S. Department of Labor, or the employees or their representatives. 14. (1) Certification o1 Eligibility: By entering into this contract the contractor certifies that neither it {nor he or she) nor any person or farm who has an interest in the -contractor's firm is a person et firm inaligibin to bn awarded Government contracts by virtue of Section 3(a) of the Uavig=Uacon Act or 29 CFR 5.12(a)(1) or io be Pkkvr us eddies art obsolete awarded HUD contracts or participate in HUD programs pursuant fh 24 CFR Part 24, {i1) t,lo part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of Section 3(a) of the Pavia-Sacgn Act or 29 CFR 5,12(s)(1) or to be awarded HUD contracts or participate In HUD programs pursuant to 24 CFR Part 24. (lit) The penatty far making false statements is prescribed In the U.$- Criminal Code, 1e U.S.C. 1001. Additionally, U,S. Criminal Code. Section 1 01 04 Title le, U.S.C„ 'Federal Housing Administration transactions', providos in part: 'Whoever, for the purpose of , , , influencing 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 net more than two years, or both.' 11. Complaints, Proceedings, or Testimony by Employess. No laborer or mechanic to whom Ilia ivage, salary, or other labor standards provisions of this Contract are applicable shall be discharged or in any other manner discriminated against by the Contractor or any subcontractor because such employee has filed any complaint or instituted or caused le be Instituted any proceeding or hes testified or is about to testify in any proceeding trader or relating to the labor standards applicable under this Contract to his employer - Br Contract Work Hours and Safety Standards Att. The provlstens of its paragraph B are apOtable where the amount of the prime contract exceeds $t00,000. As used in this paragraph, the terms laborers"arid `mecgranies`Include watchmen and guards. {1) Overtime requirements, No contractor or subcontractor contracting far any part of Use Strait work which may require or involve the employment of laborers or mechanics shall require or permit any such taborer or mechanic In any workweek kt which the ittdivraanl is employed on such work to work in excess or 40 hours in SLIM workweek unless sueh taborer or meOrsnio receh•es c+I;ripensatlory al a tale of less than end and or.rhalf times the basic rate or pay ref an hours worked In excets of 10 hens In such workweek, (2) Violation; liability tor unpaid wagea; liquidated damages, In the event of any violation pi the clause yet forth In subparagraph (1) of this paragraph, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages: In addition; such contractor and subcontractor shall be liable to the United States (In the case of work done under contract for the District 4f Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated darnagos shall be cotriputcd With to;,pett to each irrdlvlduel laborer or mechanic, Including watchmen and guards, employed In violation of the clause set forth In subparagraph (1) of this paragraph, in the Fajenel$10for each ,Meador day on w5'rich such in victual was required or permitted to wort. in excuse of the standard workweek of 40 hours wiUiwut pai,tnent of the overtly) wages required by the clause sat forth in sub paragraph (1) of this paragraph. Page 4 0 loans Huun-4010 (0612009) ref, Handbook 1344,1 HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Reserve at Quebec, LLC — Reserve at Quebec Apartments Page 17 Rev. 09.24.2015 (3) Withholding for unpaid wages and liquidated damages. HUD or its designee shall upon Us own action o r upon written request Of an authorized. representative of the Department of Labor withhold or Cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract of any other Federal contract with the same prime contract, o r any other FedoraIly•assisled contract subject to the Contract Woik Hours and Safety Standards Act which Is held by the same prima contractor such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided In the clause set forth in subparagraph (2) of this paragraph, (4) Subcontracts. The contractor or subcontractor shall insert In any subcontracts the clauses set forth in subparagraph (1) through (4) of this paragraph and also a clause requiring the subcontractors to Include these clauses fn any lower tier subcontracts, The prime contractor shall bo responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth In subparagraphs (1) through (4) of this paragraph, C. Health and Safety. The provtslcns of this paragraph C are applicable where the amourA of the prime contract exceeds S100.000, (1) No laborer or mechanic shall be required to work in surroundings or under working conditions which ere unsanitary, hazardous, or dangerous to his health and safely ea determined under construction safety and health standards promulgated by Cite Secretary of Labor by regulation. (2) The 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 Worts Hours and Safety S tandards ACI, (Public Law 91-64. 83 Stat 96). 40 USG 3701 et Sad, (3) The contractor shall Include the provisions of this paragraph in every subcontract so that such provisions will bo binding on each subcontractor. The contractor shall salsa such action with respect to any subcontractor as the S ecretary or Housing and Urban Development or the S ecretary of Labor shall direct as a means of enforcing such provisions, remit t1Ut-1410 W/21V9) f°retiacus edit3crrs am obsolete ( Page 5 of 5 ref. Handbook 1344.1 HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Page 18 Reserve at Quebec, LLC — Reserve at Quebec Apartments Rev. 09.24.2015 EXHIBIT "I" SECTION 3 REPORTING FORMS RESERVE AT QUEBEC, LLC HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Page 19 Reset ve at Quebec, LLC — Reserve at Quebec Apartments Rev. 09.24.2015 KXHIBIT "I" Section 3 SummaryReport Economic Opportunities for Low — and Very Low -Income Persons Section back of page for Public Reporting Burden statement 1. Recipient Name & Address: (street, city, state, zip) 8. Date Report Submitted: Part I. Employment and Training A Job Category Professionals Technicians Office/Clerical Construction by Trade (List) Trade Trade Trade Trade Trade Other (List) Total `Program Codes 1 = Flexible Subsidy 2 = Section 202/811 U.S. Department of Housing and Urban Development Office of Fair Housing And Equal Opportunity 2. Federal Identification: (grant no.) 4. Contact Person 6. Length of Grant: 9. Program Code: (Use separate sheet for each program code) OMB Approval No: 2529-0043 (exp. 11/30/2010) HUD Field Office: 3. Total Amount of Award: 5. Phone: (Include area code) 7. Reporting Period: 10. Program Name: Columns B, C and F are mandatory fields. Include New Hires in E &F) B C D E Number of Number of New % of Aggregate Number % of Total Staff Hours New Hires Hires that are of Staff Hours of New Hires for Section 3 Employees Sec. 3 Residents that are Sec. 3 Residents and Trainees 3 = Public/Indian Housing A = Development, B = Operation C = Modernization 4 = Homeless Assistance 5 = HOME 6 = HOME State Administered 7 = CDBG Entitlement F Number of Section 3 Trainees 8 = CDBG State Administered 9 = Other CD Programs 10 = Other Housing Programs Page 1 of 2 form HUD 60002 (6/2001) Ref 24 CFR 135 Part II: Contracts Awarded 1. Construction Contracts: A. Total dollar amount of all contracts awarded on the project B. Total dollar amount of contracts awarded to Section 3 businesses C. Percentage of the total dollar amount that was awarded to Section 3 businesses D. Total number of Section 3 businesses receiving contracts 2. Non -Construction Contracts: A. Total dollar amount all non -construction contracts awarded on the project/activity B. Total dollar amount of non -construction contracts awarded to Section 3 businesses C. Percentage of the total dollar amount that was awarded to Section 3 businesses D. Total number of Section 3 businesses receiving non -construction contracts Part III: Summary Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs, to the greatest extent feasible toward low -and very low-income persons particularly those who are recipients of government assistance for housing. (Check all that apply ) Attempted to recruit low-income residents through. local advertising media, signs prominently displayed at the project site, contracts with the community organizations and public or private agencies operating within the metropolitan area (or nonmetropolitan county) in which the Section 3 covered program or project is located, or similar methods. Participated in a HUD program or other program which promotes the training or employment of Section 3 residents. Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the definition of Section 3 business concerns. Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located. Other; describe below. Public reporting for this collection of information is estimated to average 2 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB number. Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u, mandates that the Department ensures that employment and other economic opportunities generated by its housing and community development assistance programs are directed toward low- and very -low income persons, particularly those who are recipients of government assistance housing. The regulations are found at 24 CFR Part 135. The information will be used by the Department to monitor program recipients' compliance with Section 3, to assess the results of the Department's efforts to meet the statutory objectives of Section 3 to prepare reports to Congress, and by recipients as self -monitoring tool. The data is entered into a database and will be analyzed and distributed. The collection of information involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3. The information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6) of the Fair Housing Act and Section 916 of the HCDA of 1992. An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB Circular A-108 are not applicable. The reporting requirements do not contain sensitive questions. Data is cumulative; personal identifying information is not included. Page 2 of 2 form HUD 60002 (11/2010) Ref 24 CFR 135 Form HUD-60002, Section 3 Summary Report, Economic Opportunities for Low- and Very Low -Income Persons. Instructions: This form is to be used to report annual accomplishments regarding employment and other economic opportunities provided to low- and very low-income persons under Section 3 of the Housing and Urban Development Act of 1968. The Section 3 regulations apply to any public and Indian housing programs that receive: (1) development assistance pursuant to Section 5 of the U.S. Housing Act of 1937; (2) operating assistance pursuant to Section 9 of the U.S. Housing Act of 1937; or (3) modernization grants pursuant to Section 14 of the U.S. Housing Act of 1937 and to recipients of housing and community development assistance in excess of$200,000 expended for: (1) housing rehabilitation (including reduction and abatement of lead -based paint hazards); (2) housing construction; or (3) other public construction projects; and to contracts and subcontracts in excess of $100,000 awarded in connection with the Section-3-covered activity. Form HUD-60002 has three parts, which are to be completed for all programs covered by Section 3. Part I relates to employment and training. The recipient has the option to determine numerical employment/training goals either on the basis of the number of hours worked by new hires (columns B, D, E and F). Part II of the form relates to contracting, and Part III summarizes recipients' efforts to comply with Section 3. Recipients or contractors subject to Section 3 requirements must maintain appropriate documentation to establish that HUD financial assistance for housing and community development programs were directed toward low- and very low-income persons.* A recipient of Section 3 covered assistance shall submit one copy of this report to HUD Headquarters, Office of Fair Housing and Equal Opportunity. Where the program providing assistance requires an annual performance report, this Section 3 report is to be submitted at the same time the program performance report is submitted. Where an annual performance report is not required, this Section 3 report is to be submitted by January 10 and, if the project ends before December 31, within 10 days of project completion. Only Prime Recipients are required to report to HUD. The report must include accomplishments of all recipients and their Section 3 covered contractors and subcontractors. HUD Field Office: Enter the Field Office name . 1. Recipient: Enter the name and address of the recipient submitting this report. 2. Federal Identification: Enter the number that appears on the award form (with dashes). The award may be a grant, cooperative agreement or contract. 3. Dollar Amount of Award: Enter the dollar amount, rounded to the nearest dollar, received by the recipient. 4 & 5. Contact Person/Phone: Enter the name and telephone number of the person with knowledge of the award and the recipient's implementation of Section 3. 6. Reporting Period: Indicate the time period (months and year) this report covers. 7. Date Report Submitted: Enter the appropriate date. Submit one (1) copy of this report to the HUD Headquarters Office of Fair Housing and Equal Opportunity, at the same time the performance report is submitted to the program office. The Section 3 report is submitted by January 10. Include only contracts executed during the period specified in item 8. PHAs/IHAs are to report all contracts/subcontracts. The terms low-income persons' and very low-income persons" have the same meanings given the terms in section 3 (b) (2) of the United States Housing Act of 1937. Low-income persons mean families (including single persons) whose incomes do not exceed 80 percent of the median income for the area, as determined by the Secretary, with adjustments for smaller and larger families, except that Program Code: Enter the appropriate program code as listed at the bottom of the page. Program Name: Enter the name of HUD Program corresponding with the "Program Code" in number 8. Part I: Employment and Training Opportunities Column A: Contains various job categories. Professionals are defined as people who have special knowledge of an occupation (i.e. supervisors, architects, surveyors, planners, and computer programmers). For construction positions, list each trade and provide data in columns B through F for each trade where persons were employed. The category of "Other includes occupations such as service workers. Column B: (Mandatory Field) Enter the number of new hires for each category of workers identified in Column A in connection with this award. New hire refers to a person who is not on the contractor's or recipient's payroll for employment at the time of selection for the Section 3 covered award or at the time of receipt of Section 3 covered assistance. Column C: (Mandatory Field) Enter the number of Section 3 new hires for each category of workers identified in Column A in connection with this award. Section 3 new hire refers to a Section 3 resident who is not on the contractor's or recipient's payroll for employment at the time of selection for the Section 3 covered award or at the time of receipt of Section 3 covered assistance. Column ID: Enter the percentage of all the staff hours of new hires (Section 3 residents) in connection with this award. Column E: Enter the percentage of the total staff hours worked for Section 3 employees and trainees (including new hires) connected with this award. Include staff hours for part-time and full-time positions. Column F. (Mandatory Field) Enter the number of Section 3 residents that were trained in connection with this award. Part II: Contract Opportunities Block 1: Construction Contracts Item A: Enter the total dollar amount of all contracts awarded on the project/program. Item B: Enter the total dollar amount of contracts connected with this project/program that were awarded to Section 3 businesses. Item C: Enter the percentage of the total dollar amount of contracts connected with this project/program awarded to Section 3 businesses. Item D: Enter the number of Section 3 businesses receiving awards. Block 2: Non -Construction Contracts Item A: Enter the total dollar amount of all contracts awarded on the project/program. Item B: Enter the total dollar amount of contracts connected with this project awarded to Section 3 businesses. Item C: Enter the percentage of the total dollar amount of contracts connected with this project/program awarded to Section 3 businesses. Item D: Enter the number of Section 3 businesses receiving awards. Part III: Summary of Efforts — Self -explanatory The Secretary may establish income ceilings higher or lower than 80 percent of the median for the area on the basis of the Secretary's findings such that variations are necessary because of prevailing levels of construction costs or unusually high- or low-income families. Very low-income persons mean low-income families (including single persons) whose incomes do not exceed 50 percent of the median family income area, as determined by the Secretary with adjustments or smaller and larger families, except that the Secretary may establish income ceilings higher or lower than 50 percent of the median for the area on the basis of the Secretary's findings that such variations are necessary because of unusually high or low family incomes. Page i form HUD 60002 (11/2010) Ref 24 CFR 135 EXHIBIT "J" STANDARDS FOR COMPLETE DOCUMENTATION RESERVE AT QUEBEC, LLC HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Page 20 Reset ve at Quebec, LLC — Reserve at Quebec Apartments Rev. 09.24.2015 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 options agreement or sales contract and signed by the buyer and seller) 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 (Architect, Engineer, ® Invoice Landscaping Surveys, Appraisals, Environmental Legal Fees, Other Consultants, Etc.) Neighborhood Services FINAL as of 4/24/2013 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 (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 only a portion is being paid with City funds, then show calculation and documentation of how costs are allocated. Page 1 Standards of Documentation for Reimbursement of Development Costs Construction Costs (Contractors & Subcontractors) a • Materials Purchased by Developer Neighborhood Services FINAL as of 4/24/2013 Invoice - 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.gov verifying contractor/subcontractor is not listed on the debarred and suspension list If only a portion is being paid with City funds, then show calculation and documentation of how costs are allocated. 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) Page 2 EXHIBIT "K" MBE REPORTING FORM RESERVE AT QUEBEC, LLC HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Reserve at Quebec, LLC —Reserve at Quebec Apartments Page 21 Rev. 09.24.2015 'ontract and Subcontract Activity OMB Approval No.: 2502-0355 tblic reporting burden for this collection of information is estimated to average .5 hours per response, including dhc time for rcvimving instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. The Information is voluntary. HUD may not fleet this information, and you arc not rcquircd to complete this form. unless it displays a currently valid OMB Control Number. xecutive Orders dated July 14. 1983, directs the Minority Business Development Plans shall be developed by each Federal Agency and the these annual plans shall establish minority business development objectives. The information is used by HUD to monitor and evaluate MBE activities against the total program activity and e designated minority business enterprise (MBE) goals. The Department requires the information to provide guidance and oversight for programs for the development of minority business enterprise concerning Minority Business Development. If the information is not collected HUD would not be able to establish aneaningfrd [BE goals nor evaluate MBE performance against these goals. rivacy Act Notice = The United States Department of Housing and Urban Development, Federal Housing Administration, is authorized to solicit the Information requested in this form by virtue of Title 12, United States Code, Section 1701 et seq., and regulation. It will not be disclosed or rclesed outside the United States epartment of Housing and Urban Development without your consetn, except as rcquircd or permitted by Law. Grantee/Project Owner/Developer/Sponsor/Builder/Agency itv of Fort Worth u. Name of Contact Person 3b. Phone Number (Including Arca Code) arah Burkett 817-392-7538 Connector or rant/Project Number or HUD Subcontractor Cane Number or other Type of Trade Business identification of pt operty, Amount of Contract Code Racial/Ethnic Woman Owned Business ubdivision dwelling unit. etc. or Subcontact (Sec below) (See below) (Yea or No) Sec, 3 Business 7a. 76. 7c. 7d. 7e, (Yea or No) :PD: Ncw Construction = Education/Training Other 'review; editions urn obsolete. 1 Nov Consln¢timt 2 = Substantial Rehab. 3 = Repair .I = Service 5 = Project Menai. 7c: Type of Trade Codes: Housing/Public housing: 6 = Professional 7 = Tenant Services 8 — Education/Training 9 = Arch./Engrg. Appraisal 0 = Other Prime Contractor Idennfcauon (ID) Number 7f, U.S. Department of Housing and Urban Development 4. Reporting Period Oct. 1 - Sept. 30 (Annual -FY) Sec. 3 7g. Subcontractor Identification (ID) Number 7h 7d: RachtUEthnic Codes: 1 = White Americans 2 = Block Americans 3 e Native Americana 4 = Hispanic Americans 5 = Asian/Pacific Americans 6 = Iin^.idio lean Sec, 3 7i. Check if: PH I IH CPD Housing 5. Program Code (Not applicable for CPD program%) Sec explanation of Codes at bottom of P ge Use u separate sheet for each program code. Contractor/Subcontractor Name and Address Name OMB Approval No,: 2577-0088 2. Location (City, State Zip Code) 1000 Throckmorton, Fort Worth. TX 76102 Street 6. Date Submitted to Field Office City 5: Program Codes (Complete for Housing and Public and Indian Housing programs only): =All haured, including Sec:ion8 2— Flexible Subsidy 3 = Section 8 Nnn nsured. Non-IiFDA 4 —Insured (Management) 5 — Section 202 6 = HUD -Held (Management) ] = Public/India Flaming 8 ® Section 811 font HUD-2516 (8/98) State 7j. Zip II Ncw II Now Hires arc lures Soc. 3 Rea. 9a Scc. 3 Ncw Hirer #DIV/0! HDIV/01 DIV/01 4DIV/01 BDIV/0! HDIV/0! f/ DIV/0! i#DIV/01 4DIV/0! I/DIV/0! VI DIV/0! //DIV/0! 1DIV/0! ll DIV/01 #DIV/01 HDIV/01 HDIV/0! HDIV/0! 11DIV/01 This report is to be completed by grantees, developers, sponsors, builders, agencies, and/or project owners for reporting contract and subcontract activities of $10,000 or more under the following programs: Community Development Block Grants (entitlement and small cities); Urban Development Action Grants; Housing Development Grants; Multifamily Insured and Noninsured; Public and Indian Housing Authorities; and contracts entered into by recipients of CDBG rehabilitation assistance, Contracts/subcontracts of less than $10,000 need be reported only if such contracts represent a significant portion of your total contracting activity. Include only contracts executed during this reporting period. This form has been modified to capture Section 3 contract data in columns 7g and 7i. Section 3 requires that the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs shall, to the greatest extent feasible, be directed toward low- and very low-income persons, particularly those who are recipients of government assistance for housing. Recipients using this form to report Section 3 contract data must also use Part I of form HUD-60002 to report employment and training opportunities data. Form HUD-2516 is to be Community Development Programs 1. Grantee: Enter the name of the unit of government submitting this report. 3. Contact Person: Enter name and phone of person responsible for maintaining and submitting contract/subcontract data. 7a. Grant Number: Enter the HUD Community Development Block Grant Identifi cation Number (with dashes). For example: B-32-MC-25-0034. For Entitlement Programs and Small City multi -year comprehensive programs, enter the latest approved grant number. 7b. Amount of Contrnct/Subcontract: Enter the dollar amount rounded to the nearest dollar, If subcontractor ID number is provided in 7f, the dollar figure would be for the subcontract only and not for the prime contract. 7c. Type of Trade: Enter the numeric codes which best indicates the contractor's/subcontractor's service. If subcontractor ID number is provided in 7f., the type of trade code would be for the subcontractor only and not for the prime contractor. The' other" category includes supply, professional services and all other activities except construction and education/training activities. 7d. Business Racial/Ethnic/Gender Code: Enter the numeric code which indicates the racial/ethnic/gender character of the owner(s) and control ler(s) of 51% of the business. When 51% or more is not owned and controlled by any single racial/ethnic/gender category, enter the code which seems most appropriate. If the subcontractor ID number is provided, the code would apply to the subcontractor and not to the prime contractor. 7e. Woman Owned Business: Enter Yes or No. 7f. Contractor Identification (ID) Number: Enter the Employer (IRS) Number of the Prime Contractor as the unique identifier for prime recipient of HUD funds. Note that the Employer (IRS) Number must be provided for each contract/subcontract awarded. 7g. Section 3 Contractor: Enter Yes or No, 7h. Subcontractor Identification (ID) Number: Enter the Employer (IRS) Number of the subcontractor as the unique identifier for each subcontract awarded from HUD funds. When the subcontractor ID Number is provided, the respective Prime Contractor ID Number must also be provided. 7i. Section 3 Contractor: Enter Yes or No. 7j. Contractor/Subcontractor Name and Address: Enter this information for each firm receiving contract/subcontract activity only one time on each report for each firm, 60002 is to be completed by all other HUD programs including State administered community development programs covered under Section3. A. Section 3 Contractor/subcontractor is a business concern that provides economic opportunities to low and very Low-income residents of the metropolitan area (or nonmetropolitan county), including a business concern that is 51 person or more owned by low-income residents; or provides subcontracting or business development opportunities to businesses owned by low or low-income residents. Low and very low-income residents; include participants in Youthbuild programs established under Subtitle D of Title IV of the Cranston -Gonzalez National Affordable Housing Act. The terms "low-income persons" and "very low-income persons" have the same meanings given the terms in section3(b)(2) of the United States Housing Act of 1937. Low-income persons mean families (including single persons) whose incomes do not exceed 80 per centum of the median income for the area, as determined by the Secretary, with adjustments for smaller an larger families, except that the Secretary may establish income ceilings higher or lower than 80 per centum of the median for the area on the basis of the Secretary's findings that such variations are necessary because of prevailing levels of construction Multifamily Housing Programs 1. Grantee/Project Owner: Enter the name of the unit of government, agency or mortgagor entity submitting this report. 3. Contact Person: Same as item 3 under CPD Programs. 4. Reporting Period: Check only one period. 5. Program Code: Enter the appropriate program code. 7a. Grant/Project Number: Enter the HUD Project Number or Housing Development Grant or number assigned. 7b. Amount of Contract/Subcontract: Same as item 7b. under CPD Programs. 7c. Type of Trade: Same as item 7c. under CPD Programs. 7d. Business Racial/Ethnic/Gender Code: Same as item 7d. under CPD Programs, 7e. Woman Owned Business: Enter Yes or No. 7f. Contractor Identification (ID) Number: Same as item 7f. under CPD Programs. 7g. Section 3 Contractor: Enter Yes or No. 711. Subcontractor Identification (ID) Number: Same as item 7h. under CPD Programs. 7i. Section 3 Contractor: Enter Yes or No. 7j. Contractor/Subcontractor Name and Address: Same as item 7j. under CPD Programs. persons) whose incomes do not exceed 50 per centum of the median family income for the area, as determined by the Secretary with adjustments for smaller and larger families, except that the secretary may establish income ceilings higher or lower than 50 per centum of the median for the area on the basis of the Secretary's findings that such variations are necessary because of unusually high or low family incomes. Submit two (2) copies of this report to your local HUD Office within ten (10) days after the end of the reporting period you checked in item 4 on the front. Complete item 7h. Only once for each contractor/subcontractor on each semi-annual report. Enter the prime contractor's ID in item 7f. for all contracts and subcontracts. Include only contracts expected during this reporting period. PHAs/IHAs are to report all contracts/sub contracts. Public Housing and Indian Housing Programs PHAs/IHAs are to report all contracts/subcontracts. Include only contracts executed during this reporting period, 1. Project Owner: Enter the name of the unit of government, agency or mortgagor entity submitting this report. Check box as appropriate. 3. Contact Person: Same as item 3 under CPD Programs. 4. Reporting Period: Check only one period. 5. Program Code: Enter the appropriate program code. 7a. Grant/Project Number: Enter the HUD Project Number or Housing Development Grant or number assigned. 7b. Amount of Contract/Subcontract: Same as item 7b. under CPD Programs. 7c. Type of Trade: Same as item 7c. under CPD Programs. 7d. Business Racial/Ethnic/Gender Code: Same as item 7d. under CPD Programs. 7e. Woman Owned Business: Enter Yes or No. 7f. Contractor Identification (ID) Number: Same as item 7f. under CPD Programs. 7g. Section 3 Contractor: Enter Yes or No. 7h. Subcontractor Identification (ID) Number: Same as item 7h. under CPD Programs. 7i. Section 3 Contractor: Enter Yes or No. 7j. Contractor/Subcontractor Name and Address: Same as item 7j. under CPD Programs. EXHIBIT "L" REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS RESERVE AT QUEBEC, LLC HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Page 22 Reserve at Quebec, LLC — Reserve at Quebec Apartments Rev. 09.24.2015 REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS 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 FWHFC will retain the Supportive Services Provider for the PSH Tenants. The scope of the supportive services shall be determined by FWHFC 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 FWHFC. 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 Internet access sufficient for the staff member to access HMIS, the Homeless Management Information System maintained by the Tarrant County Continuum of Care. The property manager shall coordinate with the 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. v. Developer will promptly notify City, FWHFC 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 HOME Units. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Page 23 Reserve at Quebec, LLC — Reserve at Quebec Apartments Rev. 09.24.2015 M&C Review CITY COUNCIL AGENDA Page 1 of 3 Official site of the City of Fort Worth, Texas FORT WORTH • COUNCIL ACTION: Approved on 3/3/2015 - Resolution No. 4422.03-2015 DATE: CODE: SUBJECT: 3/3/2015 NO.: C TYPE: REFERENCE C-27220 NON - CONSENT LOG NAME 17NS RESERVEATQUEBEC PUBLIC YES HEARING: Conduct a Public Hearing and Adopt Resolution Supporting an Application by Reserve at Quebec LLC to the Texas Department of Housing and Community Affairs for Non - Competitive (4%) Housing Tax Credits for the Development of the Reserve at Quebec Apartments to be Located North of Northwest Centre Drive Between Buda Lane and Quebec Streets, Authorize Change in Use and Expenditure of $3,500,000.00 in HOME Investment Partnerships Program Grant Funds to the Reserve at Quebec, LLC in the Form of a Subordinate Loan for the Reserve at Quebec Apartments, Authorize Execution of a Contract, Authorize Substantial Amendments to the City's 2007-2008, 2008-2009, 2009- 2010 2010-2011, 2011-2012, 2012-2013, 2013-2014 and 2014-2015 Action Plans and Substitution of Funding Years (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council: 1. Conduct a Public Hearing to allow citizen comment on the application of Reserve at Quebec, LLC to the Texas Department of Housing and Community Affairs for 2015 Non -Competitive (4%) Housing Tax Credits for the proposed development of the Reserve at Quebec Apartments, a mixed income multi -family rental complex to be located north of Northwest Centre Drive between Buda Lane and Quebec Streets; 2. Adopt the attached resolution supporting the application by Reserve at Quebec, LLC to the Texas Department of Housing and Community Affairs for 2015 Non -Competitive (4%) Housing Tax Credits for the development of the Reserve at Quebec Apartments; 3. Authorize substantial amendments to the City s 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014 and 2014-2015 Action Plans; 4. Authorize the City Manager or his designee to substitute funding years in order to meet United States Department of Housing and Urban Development commitment, disbursement and expenditure deadlines; 5. Authorize the change in use and expenditure of $3,500,000.00 in prior and current years HOME Investment Partnerships Program grant funds to the Reserve at Quebec, LLC in the form of a subordinate loan for the development of the Reserve at Quebec Apartments; 6. Authorize the City Manager or his designee to execute a contract with the Reserve at Quebec, LLC for the development for a five-year term beginning on the date of execution of the contract; 7. Authorize the City Manager or his designee to extend the contract for two one-year extensions if the Reserve at Quebec, LLC requests an extension and such extension is necessary for completion of the development, and 8. Authorize the City Manager, or his designee, to amend the contract if necessary to achieve project goals provided that the amendment is within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds. http://apps.cfwnet.org/council_packet/mc review.asp?ID=20809&councildate=3/3/2015 4/16/2015 M&C Review Page 2 of 3 DISCUSSION: MV Residential Development, LLC (MV) proposes to construct the Reserve at Quebec, a mixed income multi -family rental development that will consist of up to 296 units on approximately 15 acres to be located north of Northwest Centre Drive between Buda Lane and Quebec Street. Up to 32 of the units will be set aside as permanent supportive housing for extremely low-income households, up to 16 units will be market rate and the remaining units will be available to tenants earning at or below 80 percent of Area Median Income. The amenities proposed for the development include a clubhouse, swimming pool and walking/jogging paths. On January 6, 2015, the Board of Directors of the Fort Worth Housing Finance Corporation (HFC) approved an Agreement with MV to form the Reserve at Quebec, LLC, a Texas Limited Liability Company and single purpose entity that will construct, own and manage the Reserve at Quebec Apartments. The HFC will form the Reserve at Quebec GP, LLC that will serve as managing member. Reserve at Quebec, LLC will submit an application to the Texas Department of Housing and Community Affairs (TDHCA) for 2015 Non -Competitive (4%) Housing Tax Credits (4%HTC) as part of the financing of the costs of the development It is also applying to the Tarrant County Housing Finance Corporation for multi -family bonds. Public Hearing and Resolution: TDHCA requires applicants for 4% HTC to provide a resolution of "no objection" (or of support) from the governing body of the jurisdiction in which the proposed development will be sited. As part of the TDHCA requirements, the governing body must also conduct a public hearing for citizens to provide comments on the proposed development. Following the close of the public hearing, Staff recommends that the City Council approve the attached Resolution supporting the 2015 application for Non -Competitive (4%) Housing Tax Credits for the Reserve at Quebec Apartments since the development will assist the City in fulfilling its goals under its Consolidated Plan and Comprehensive Plan by supporting economic development and providing quality, accessible, affordable housing to low to moderate -income City residents as well as permanent supportive housing to very low-income residents. HOME Contract and Loan: Staff recommends a change in use and expenditure of $3,500,000 00 of the City s HOME Investment Partnerships Program (HOME) grant funds in the form of a subordinate loan to the Reserve at Quebec, LLC to be used for a portion of the acquisition and construction costs of the development. The HOME funds may be used for any HOME -eligible cost for the development as provided in the contract. Staff recommends the following contract and loan terms: 1. Contract term of five years commencing on the date of execution with two one-year extensions; 2. $1.5M of the loan funds to be repaid within 20 years of the date of the loan documents based on a 40 year amortization. Principal and interest at one percent or the Applicable Federal Rate whichever is less, shall be paid at least annually beginning no later than conversion, as defined in the loan documents $2M of the loan funds to be deferred and forgiven provided all HOME requirements and contract terms are met, 3. Designate HOME -assisted units according the HOME Regulations with a 20 year Affordability Period; and 4. Payment of the HOME funds and performance of the HOME requirements to be secured by a recorded deed of trust. The expenditure of HOME funds is conditioned upon the following: 1. Receipt of grant funds from the United States Department of Housing and Urban Development (HUD); 2. Satisfactory completion of an environmental review, pursuant to 24 CFR Part 58; http://apps.cfwnet.org/council_packet/mc review.asp?ID=20809&councildate=3/3/2015 4/16/2015 M&C Review Page 3 of 3 3. Authorization to use grant funds from HUD; 4. Equity, construction and permanent financing for the development acceptable to the City; 5. Award of tax credits by TDHCA; 6. Certificate of bond reservation by the Texas Bond Review Board; and 7. Closing on equity and all other financing for the development. Action Plan funding years selected may vary and be substituted based on the Principle of First In, First Out. The development will benefit low and very low-income City citizens by providing them with quality, accessible, affordable housing. A public comment period on the change in use of these HOME funds was held from January 15, 2015 to February 13, 2015. Any comments will be maintained by the Housing and Economic Development Department, in accordance with federal regulations. The development is located in COUNCIL DISTRICT 7. FISCAL INFORMATION/CERTIFICATION: The Fiscal Year 2015 budget included appropriations of $4,798,461.51 in the Grants Fund for this purpose. As of January 29, 2015, the amount of $113,414.84 has been expended. Upon approval of this recommendation the Financial Management Services Director certifies that funds are available within the existing appropriations for this expenditure. TO Fund/Account/Centers GR76 539120 005206181550 GR76 539120 005206271550 GR76 539120 017206351550 GR76 539120 017206461550 GR76 539120 017206531550 GR76 539120 017206281550 GR76 539120 017206651550 GR76 539120 017206721550 $533.894.82 $276.210.59 $323.789.41 $94.271 43 $2,117.78 $804.137.57 $955.446.40 $510.132.00 Submitted for Citv Manaaer's Office bv: Oriainatina Department Head: Additional Information Contact: FROM Fund/Account/Centers GR76 539120 GR76 539120 GR76 539120 GR76 539120 GR76 539120 GR76 539120 GR76 539120 GR76 539120 GR76 539120 GR76 539120 GR76 539120 005206181070 005206181360 005206271150 017206351150 017206461990 017206531990 017206281080 017206281990 017206651980 017206651990 017206721990 Fernando Costa (6122) Cynthia Garcia (8187) Cynthia Garcia (8187) Chad LaRoque (2661) ATTACHMENTS Map.pdf Reserve At Quebec Tax Credit Resolution CL VG (4).doc $133.894.82 $400.000.00 $276 210 59 $323.789.41 $94.271.43 $2,117.78 $600.000.00 $204.137.57 $794.076.84 $161.369.56 $510.132.00 http://apps.cfwnet.org/council_packet/mc review.asp?ID=20809&councildate=3/3/2015 4/16/2015 8/7/2015 CITY COUNCIL AGENDA DATE: CODE - SUBJECT: 7/28/2015 NO : C M&C Review COUNCIL ACTION: Approved on 7/28/2015 REFERENCE TYPE C-27399 NON - CONSENT LOG NAME: PUBLIC HEARING: Official site of the Oty of Fort Worth Texas FORT WORTH 17NS RESERVEATQUEBECUPDATE2 NO Amend Mayor and Council Communication C-27220 for the Development of the Reserve at Quebec Apartments to Authorize Expenditure of HOME Investment Partnerships Program Grant Funds of $2,000,000.00 to MV Affordable Housing LLC, in the Form of a Subordinate Forgivable Loan Authorize Execution of Contract, Approve Assignments of Contract and Loan Documents and Approve Waiver of Certain Related Development Fees Estimated at $204,000.00 (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council: 1. Amend Mayor and Council Communication C-27220 for the development of the Reserve at Quebec Apartments to authorize expenditure of $2,000,000.00 of HOME Investment Partnerships Program grant funds to MV Affordable Housing LLC, in the form of a subordinate deferred forgivable loan; 2. Authorize the City Manager or his designee to execute a HOME contract for the development with MV Affordable Housing LLC, for the $2,000,000.00 forgivable loan for a five year term beginning on the date of execution of the contract; 3. Authorize the City Manager or his designee to extend the HOME contract for two one-year extensions if such extension is necessary for completion of the development, 4. Authorize the City Manager or his designee to amend the HOME contract if necessary to achieve project goals provided that the amendment is within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds; 5. Authorize the acceptance of an assignment to City by MV Affordable Housing LLC, of the loan documents for the $2,0001000.00 forgivable loan made by MV Affordable Housing LLC, to Reserve at Quebec LLC and approve the assignment by MV Affordable Housing LLC, of the related HOME contract to Reserve at Quebec, LLC 6. Approve the waiver of certain related development fees estimated at $204,000.00 which will count towards the City's match obligation for the HOME Investment Partnerships Program grant funds; and 7. Find that the waiver of such fees serves to carry out the public purpose of providing quality, accessible, affordable housing for low to moderate -income families and individuals in accordance with the City's Comprehensive Plan and Annual Action Plan and that adequate controls are in place through the HOME contract to carry out such public purpose. DISCUSSION: On March 3, 2015, the City Council approved the change in use and expenditure of $3,500,000.00 of HOME Investment Partnerships Program (HOME) grant funds to the Reserve at Quebec LLC (Reserve) for the development of the Reserve at Quebec Apartments a proposed 296-unit mixed http:I/apps.cfwnet,org/council_packet/mc review.asp?ID=21129&councildate=7/28/2015 1/3 8/7/2015 M&C Review income multifamily development to be located between Buda Lane and Quebec Street (M&C C -27220). Of the $3 500,000.00 in HOME funds, $1,500,000.00 is to be repaid and $2,000,000.00 is to be a forgivable loan provided all HOME requirements and contract terms are met. Miller -Valentine Operations, Inc., whose affiliate MV Reserve at Quebec, LLC, will be a member of Reserve, has requested that its affiliate MV Affordable Housing LLC (MVAH) be the initial borrower of the $2,000.000.00 forgivable loan instead of Reserve so that there is no risk that the loan proceeds will be subject to taxation by the Internal Revenue Service. MVAH will execute a HOME contract and a promissory note for the $2,000 000.00 in favor of the City and simultaneously loan the $2 000,000.00 to Reserve for the development. To collateralize the loan from City to MVAH, the loan documents for the $2,000,000.00 loan from MVAH to Reserve will be assigned by MVAH to the City and MVAH will assign its obligations under the related HOME contract to Reserve. All other terms for the $1,500,000.00 HOME loan to Reserve, the $2 000,000.00 forgivable HOME loan and the related HOME contracts for those funds approved under M&C C-27220 remain the same. Staff recommends amending M&C C-27220 to allow City to enter into a HOME contract for a $2 000,000.00 forgivable loan with MVAH for the development of the Reserve at Quebec Apartments, approve the collateral assignment by MVAH to City of related loan documents and approve the assignment by MVAH of the related HOME contract to Reserve. Fee Waivers: The City is obligated to match 12.5 percent of the HOME funds drawn from its HOME Treasury Account each program year as part of its annual entitlement grant from the United States Department of Housing and Urban Development (HUD). The City's match obligation must be satisfied annually from non-federal sources used for qualified housing projects, such as donated materials, cash donations, in -kind contributions and sweat equity In order to assist the City in meeting its match requirement for the HOME grant, Staff recommends that the City waive fees estimated at $204,000.00 related to the development of the Reserve at Quebec Apartments that would otherwise be charged by the City including but not limited to: (a) all building permit related fees (including Plans Review, Inspections and Re -inspection Fees); (b) P lat/Replat Application Fees; (c) Board of Adjustment Application Fees; (d) Demolition Fees; (e) Structure Moving Fees (f) Zoning Fees; (g) Street/Alley and Utility Easement Vacation Application Fees (h) Temporary Encroachment Fees; (i) Consent/Encroachment Agreement Application Fees; (j) U rban Forestry Application Fees; (k) Sign Permit Fees (I) Community Facilities Agreement (CFA) Application Fees and (m) Street Closure Fees Water and sewer impact fees are not waived and must be paid in full by Reserve, the developer. Staff recommends the waiver of the above listed fees as an appropriate tool that incentivizes and promotes private financial participation with the City in its pursuit of the goals in the Comprehensive P lan and the Annual Action plan for creating quality, accessible affordable housing for low to moderate - income families and individuals By maximizing the fiscal efficiency of the financial participation by a private developer, the fee waivers will serve the public purpose of assisting the City in meeting its affordable housing goals, including in this project specifically, the City's goal of providing more permanent supportive housing units The provisions of the HOME contract establish adequate controls to ensure that the public purpose associated with these fee waivers is carried out The development is located in COUNCIL DISTRICT 7. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will not increase the total appropriation of City funds. • TO Fund/Account/Centers FROM Fund/Account/Centers http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21129&councildate=7/28/2015 2/3 8/7/2015 M&C Review Submitted for City Manaaer's Office by: Oriainatina Department Head: Additional Information Contact: ATTACHMENTS Mao.pdf Fernando Costa (6122) Allison Gray (8187) Chad LaRoque (2661) Avis Chaisson (6342) htip://apps.clwwnet.org/council packet/mc review.asp?ID=21129&councddate=7/28/2015 3/3