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Contract 45055
STATE OF TEXAS COUNTY OF TARRANT CITV SECRETARYCONTRACT No..���1.� This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City") and Decatur -Angle Ltd. (hereafter "Developer"), a Texas limited partnership. City and Developer may be referred to individually as a "Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239, with which City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments, local lenders, private industry and neighborhood -based nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. is to benefit low income citizens by providing them with affordable housing; WHEREAS, Developer is a Texas limited partnership consisting of Decatur -Angle GP, LLC, a Texas limited liability company, as General Partner; NRP Decatur -Angle SLP, LLC, a Texas limited liability company, as Class "B" Special Limited Partner; Bank of America, N.A., as Investor; and, an affiliate of Investor as Special Limited Partner. The Fort Worth Housing Finance Corporation, a Texas housing finance corporation, is the Sole Member of the General Partner and will be the fee owner of the land on which the project will be constructed; 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 302-unit multifamily rental complex in the City of Fort Worth, WHEREAS, Developer has applied for an award of Housing Tax Credits from the Texas Department of Housing and Community Affairs to finance the development of the project to be commonly known as the Reserve at Western Center; and WHEREAS, City citizens and the City Council have determined that the development of quality, accessible, and affordable housing is needed for moderate, low, and very low-income City citizens. NOW, THEREFORE, in consideration of the mutual covenants and obligations and responsibilities contained herein, including all Ex A • _ ••. - . •.+ , and subject to the terms and conditions hereinafter stated, the Parties u oitiffollows: RECEIVED OCT 29 2013 CITY SECRETARY FT. WORTH, TX 1. INCORPORATION OF RECITALS. City and Developer hereby agree that the recitals set forth above are true and correct and foam the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract, the following terms shall have the definitions ascribed to them as follows: Accessible Units means units accessible to handicapped tenants. Developer must comply with Section 504 requirements and all other applicable Federal accessibility requirements The Required Improvements must contain 23 Accessible Units Of these 23 units 16 must be accessible to individuals with mobility impairments, and the other 7 must be accessible to individuals with visual or hearing impairments. Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit published annually by HUD, with applicable adjustment for the bedroom size of the relevant housing unit as more particularly described on Exhibit "A" - Project Summary. Affordability Period means the period of time that HOME Units must be leased to HOME Eligible Households for Affordable Rent The Affordability Period for this project is 20 years. The Affordability Period begins on the date that the project status is changed to "complete' in IDIS. Affordability Requirements means the HOME Units remain occupied by HOME Eligible Households paying Affordable Rent throughout the Affordability Period in accordance with the terms of this Contract and the HOME Regulations. Area Median Income or AMI means the median family income for the Fort Worth -Arlington metropolitan statistical area as set annually by HUD. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 20020-12-2011. Complete Documentation means the following documentation as applicable: • Attachments I and II, with supporting documentation as follows: o Proof of expense: invoices leases, service contracts or other documentation showing that payment is due by Developer. HOME DEVELOPER RENTAL CONTRACT Rev 10-25-13 Decatur -Angle Ltd. Page 2 o Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts 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 DBE bidding process for procurement or Contract activities, if applicable; (iv) proof of contractor, subcontractor and vendor eligibility as described in Section 6 6; and (v) any other documents or records reasonably necessary to verify costs spent for the proj ect. • Complete Documentation shall meet the standards described in Exhibit "J" — Standards for Complete Documentation. • Final reimbursement shall not be made until all liens are released to City's satisfaction. Completion means the substantial completion of the Required Improvements, as evidenced by a HED Department Minimal Acceptable Standard Inspection report HUD Compliance Inspection Report and any other applicable final inspection approval from the City showing that the Required Improvements have met City and HOME standards. Completion Deadline means July 1, 2015. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means any deed of trust from Developer in favor of City covering the Property and securing the indebtedness evidenced therein and Developer's performance of the requirements of this Contract and the of the HOME Regulations, as the same may be extended, amended, restated, supplemented or otherwise modified. The form of the Deed of Trust is attached as Exhibit "E" — Loan Documents. Director means the Director of the City's HED 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 municipal housing authority. HED Department means the City's Housing and Economic Development Department. HOME means the HOME Investment Partnerships Program. HOME Eligible Household means a household whose annual income adjusted for family size does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 3 Guidance for Determining Income and Allowances. The definition of annual income to determine tenant income eligibility shall be the definition contained in 24 CFR Part 5.609, as amended from time to time. HOME Funds means the HOME Program grant funds supplied by City to Developer under the terms of this Contract. HOME Regulations means the HOME Investment Partnerships Program Final Rule found 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 10 Home Units Of these HOME Units, 1 is a one -bedroom unit, 4 are two -bedroom units, 4 are three -bedroom units, and 1 is a four -bedroom unit. 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 8 High HOME Units Of these High HOME Units, 1 is a one - bedroom unit, 3 are two -bedroom units, 3 are three -bedroom units, and 1 is a four - bedroom unit. High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High HOME Unit, a tenant whose annual income adjusted for family size does not exceed 60% of AMI, and (ii) for a tenant who is not the first to occupy a High HOME Unit, a tenant whose annual income adjusted for family size does not exceed 80% of AMI. Tenant income must be verified using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject to the income verification requirements of Section 7 2 of this Contract. High HOME Rent means a rent amount that is the lesser of (i) the HUD -established Fair Market Rent for existing comparable housing units in the area, or (ii) 30% of the adjusted income of a family whose annual income equals 65% of AMI with applicable adjustment for the bedroom size of the relevant housing unit. High Home 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 allowances for utilities (excluding telephone) published annually by the Fort Worth Housing Authority. Housing Tax Credits means the federal low income housing tax credits allocated by the Texas Department of Housing and Community Affairs acting under Section 42(h) of the Internal Revenue Code of 1986, as amended. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 4 HUD means the United States Department of Housing and Urban Development. IDIS means Integrated Disbursement Information System, HUD's project tracking system. Investor means Bank of America, N.A. and any successors and assigns. 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, secunng 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 Eligible Tenant for Low HOME Rent Low HOME Units can float among units that are materially similar in number of bedrooms, square footage, and amenities; however, if the units are not materially similar, then the Low HOME units must be fixed. If there are more than 5 HOME Units, then 20% of the total HOME units must be designated as Low. This project contains 2 Low HOME Units. Of these Low HOME Units, 1 is a two - bedroom unit and 1 is a three -bedroom unit. Plans means the plans and specifications related to the Required Improvements prepared by the Developer s architect which have been delivered to and then reviewed and approved by City on or before the Effective Date, and any and all amendments thereto approved by City. Promissory Note means any note in the amount of the HOME Funds executed by Developer payable to the order of City, as the same may be extended, amended restated, supplemented or otherwise modified. The faun of the Promissory Note is attached as Exhibit "E" - Loan Documents. Property means the land on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 5 Required Improvements or the project means all the improvements for a 302-unit affordable rental housing project to be constructed on the Property, together with all fixtures, tenant improvements and appurtenances now or later to be located on the Property and/or in such improvements. The Required Improvements are commonly known as the Decatur -Angle Apartments The project is located at the northeast corner of Old Decatur Road and Angle Avenue, Fort Worth, TX 76106. 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 Bank of America, N.A., Developer and City outlining the relative priorities of Bank of America s 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 Ehgible Household. Documentation may include but is not limited to pay check stubs, Social Security statements, W- 2 forms, and/or payments in lieu of earnings (unemployment) 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 term of this Contract commences on the Effective Date and terminates in 3 years unless earlier terminated as provided in this Contract. 3.2 Extension of Contract. This Contract may be extended for 1 year upon Developer submitting a request for an extension in writing at least 60 days prior to the end of the Contract term. The request for extension shall include 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 Developer's request for an additional term. Any such extension shall be in the form of an amendment to this Contract. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 6 3.3 Term of Loan. The teini of the Loan shall commence on the date of the Promissory Note and terminate (i) for the repayment of the HOME funds, 20 years later, and (ii) for Developer's performance of the Affordability Requirements, the termination of the Affordability Period. The Loan, both as to payment and performance shall terminate at the expiration of the Affordability Period, so long as the terms and conditions of this Contract and the Loan Documents have been met. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide HOME Funds. City shall provide up to One Million and No/100 Dollars ($1 000,000.00) of HOME Funds in the fond of a subordinate loan for part of the cost of the construction of the Required Improvements, under the terms and conditions described herein (the "Loan"). 4.2 City Will Monitor. City will monitor the activities and performance of Developer and 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 Required Improvements Developer shall construct 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. 5.2 Use of HOME Funds. 5.2.1 Comphance 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 HOME Regulations 5.2.1.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. 5.2.1.3 Complete Documentation, as applicable, is submitted by Developer. 5.2.2 Budget. Developer agrees that the HOME Funds will be paid on a reimbursement basis in accordance with Exhibit "B" - Budget and Exhibit "C" - Construction and Reimbursement Schedule. Developer may increase or decrease line item amounts in the HOME Funds Budget with the Director s prior written approval, which approval shall be in the Director's sole HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 7 discretion, so long as the expenses are in compliance with Section 5.2.1 and Exhibit "A — Project Summary, and the total amount of HOME Funds is not increased. 5.2.3 Change in Proiect Budget. 5.2.3.1 Developer will notify City promptly of any additional funds it receives for construction of the project, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. 5.2.3.2 Developer agrees to utilize the HOME Funds to supplement rather than supplant funds otherwise available for the project. 5.3 Payment of HOME Funds to Developer. HOME Funds will be disbursed to Developer upon City's approval of Developer's written and signed 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 $30,000.00 of the HOME Funds until City verifies that a HOME Unit has been leased to a HOME Eligible Household. It is expressly agreed by the Parties that any HOME Funds not reimbursed to Developer in accordance with the terms of this Contract shall remain with City. 5.4 Identify Proiect Expenses Paid with HOME Funds. Developer will keep accounts and records in such a manner that City may readily identify and account for project expenses reimbursed with HOME Funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.5 Acknowledgement of City Payment of HOME Funds. Within 90 days of Completion, Developer shall sign an acknowledgement that City has paid all HOME Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying all or any portion of the HOME Funds that City has not paid to Developer. Once City has met all of its obligations for payment of HOME Funds hereunder, an officer of Developer shall sign an acknowledgement of same. 5.6. Security for City's Interest. To secure City's interest in the Required Improvements and the performance of Developer's obligations hereunder, Developer shall execute the Loan Documents and record the Deed of Trust encumbering the Property at the closing of Developer's construction loan. No HOME Funds will be paid or reimbursed until the Deed of Trust is recorded. The City s interest in preserving the affordability of the HOME Units will be additionally secured by the Declaration of Land Use Restrictive Covenants ("LURA") established and enforced by TDHCA for the Housing Tax Credits. The TDHCA's LURA shall restrict the project and Property to certain occupancy and rent requirements for a period of 40 years. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 8 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 1 business day before closing. 5.6.1.5 Ensure City's lien is subordinate only to the senior indebtedness described in the Subordination Agreement City must approve in writing any secured financing for the project that is to be subordinate to the Loan. 5.6.1.6 The term of the Loan shall be as specified in Section 3.3. 5.6.1.7 Interest shall accrue at the lesser of the Long Tenn Applicable Federal Rate in effect on the date of the Promissory Note, or 1% per annum. Payment of principal and interest shall be based on a 30 year amortization schedule. Principal and interest shall be due and payable in equal annual installments beginning on the earlier of 30 months or the conversion of the construction loan to a permanent loan, 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 Principal and interest shall be payable out of net cash flow as defined in Developer's Agreement of Limited Partnership, as may be amended and restated from time to time, or in some other document mutually agreeable to the Parties. Principal and interest to the extent not paid from net cash flow shall accumulate from year to year until paid but in no event shall the principal and interest be repaid later than the maturity date set forth in the Promissory Note. In addition, 25% of excess cash flow after the repayment of the deferred developer fee will be paid in addition to regular payments of principal and interest. 5.6.1.9 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract or the HOME Regulations including but not limited to the Affordability Requirements and other HOME requirements. The Deed of Trust shall secure both repayment of the HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 9 HOME Funds and performance by Developer of its obligations under this Contract during the Affordability Period. 5.6.1.10 Except for permanent loan conversion with Developer's permanent lender, refinancing by Developer shall require the review and prior written approval of City for the purpose of ensuring compliance with the Affordability Requirements, which approval shall not be unreasonably withheld, conditioned or delayed. 5.6.1.11 Any 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 Ehgible 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 teuiis 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 or transferee affirmatively assumes in writing the obligations established hereunder for the HOME Units for whatever time remains of the Affordability Period. Failure of the transferee to assume the Developer's obligations under this Contract and the Loan Documents will result in termination of the Contract. In addition, City may pursue any of its remedies under the Loan documents if the transferee fails to assume the Developer s obligations to maintain the Affordability Requirements throughout the Affordability Period. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 10 6. CONSTRUCTION. 6.1. Construction Schedule. Developer will construct the Required Improvements in accordance with the schedule set forth in the attached Exhibit "C" - Construction and Reimbursement Schedule. Developer shall not begin construction until City sends a Notice to Proceed. Developer's failure to meet the Construction Schedule (as it may be modified in accordance with Section 14.19) 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 sole discretion. 6.1.1 Construction Inspections. The construction of the project must pass a HED Department Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any other applicable HUD -required inspections during the construction period, along with any applicable final inspection approval from the City 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) conform to all applicable Federal, state, City and other local laws, ordinances, codes, rules and regulations, including the HOME Regulations; (ii) meet all City building codes; (iii) meet the Energy Conservation requirements as required by the State of Texas in Chapter 11 of the International Residential Code; (iv) if new construction, must conform to the Model Energy Code published by the Council of American Building Officials; and (v) must pass a HUD Compliance Inspection Report and inspection by City's HED Department inspectors. 6.3 Property Standards During Construction. Developer shall comply with the following as applicable during the construction of the Required Improvements: (i) the Property Standards and Housing Quality Standards (HQS) contained in 24 CFR Part 92.251, (ii) Accessibility Standards under 24 CFR Part 92.251(a)(3), (iii) any City property standards, and (iv) all other 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 or the competency of the Plans, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other documents; or (ii) an assumption of any responsibility or liability by City for any negligent act, error or omission in the conduct or HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 11 preparation of any investigation, surveys, designs, working drawings and specifications or other documents by Developer or any of its 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. Developer must confilui that all contractors, subcontractors or vendors are not listed on the Federal System for Award Management, www.sam.gov, and must submit printed verification of such searches (i) with the first Reimbursement Request which include invoices from any contractor or subcontractor, or (ii) prior to hiring any vendor during the operation of the project during the Affordability Period. Failure to submit such proof 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 the contractor, subcontractor or vendor to stop work on the project. Developer shall not be reimbursed for any work performed by and contractor, vendor or subcontractor that has been debarred, suspended, or is not properly licensed However, this Section should not be construed to be an assumption of any responsibility or liability by City for the determination of the legitimacy, quality ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to the Federal System for Award Management 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 Elihibility. Developer must use the definition of annual income used by 24 CFR 5.609 to establish tenant income eligibility. Developer shall use the most current HUD Income Guidelines. Developer shall maintain Tenant Documentation sufficient to show that the HOME Units are occupied by HOME Eligible Households. 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 HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 12 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 As part of its monitoring, City will review Tenant Documentation during the Affordability Period. 7.3 Tenant Lease. 7.3.1 Developer shall submit to City the form of its tenant lease prior to leasing any HOME Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253 regarding the following issues: 7.3.1.1 Length of lease term shall not exceed 2 years and may not be shorter than 1 year. 7.3.1.2 Lease may not include agreement by tenant to allow landlord to take, hold or sell tenant's property without notice. 7.3.1.3 Lease may not include agreement by the tenant to excuse owner from responsibility for 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 7.3.2 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. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 13 7.4 Tenant Household Characteristics. 7.4.1 Developer shall provide City with the information about the household characteristics of the first tenant renting a HOME Unit on Exhibit `G" - Project Compliance Report: Rental Housing. 7.4.2 At City's request, Developer shall provide demographic information on all tenants in the project in order to show compliance with Section 7.7 during the Affordability Period. 7.5 Tenant Rent. Rents charged to tenants of the HOME Units are subject to 24 CFR 92.252 (a) and (b) and are subject to review and approval by City at initial lease up and prior to any rent increases Under no circumstances may the maximum rent charged to tenants of HOME Units exceed the High Home Rent minus utility allowances (excluding telephone) Developer agrees to abide by HUD -approved schedules of HOME rent levels and the locally adopted utility allowances published annually by the Fort Worth Housing Authority. 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; 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. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 14 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 pohcy must address the lease requirements described in Section 7.3. 7.6.7 The tenant selection policy must address managing HOME Unit requirements. 7.6.8 The tenant selection policy 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 for informing the public, owners and potential tenants about fair housing laws and policies so as to ensure that all individuals are given an equal opportunity to participate in the project without regard to sex age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender. The procedures and requirements must designate an individual who will be responsible for marketing the project and must establish a clear application screening plan. They must also provide for the maintenance of documentation and records to evidence that affirmative marketing procedures have been implemented. Developer's affirmative marketing procedures must be submitted to City for approval pnor to implementation; provided however, City shall have no responsibility for affirmative marketing of the project. 7.8 Property Inspections During Initial Lease -Up of HOME Units. City shall inspect units in the project before they are placed into service. City shall inspect the HOME Units prior to a HOME Eligible Household occupying such unit to ensure that each HOME Unit meets the appropriate HOME standards. Thereafter, City will inspect the HOME Units annually. 7.9 Property 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 REOUIREMENTS. 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 as required by 24 CFR Part 58. The environmental review HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 15 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 Intentionally Omitted. 8.3. Monitorinu. 8.3.1 Developer understands and agrees that during the Affordability Period and for 5 years after the Affordability Period terminates, it will be subject to monitoring by City for compliance with the HOME Regulations during the Affordability Period Developer will provide reports and access to project files as requested by City during the Affordability Period and for 5 years after it ends 8.3.2 Representatives of City, HUD and the United States Comptroller General shall have access during regular business hours upon at least 48 hours prior notice to Developer's offices and records that are related to the use of the HOME Funds, and to its officers, directors, agents, employees, contractors, subcontractors and vendors for the purpose of such monitoring 8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring, City reserves the right to perform desk reviews or on -site monitoring of Developer's compliance with the terms and conditions of this Contract and the Loan. After each monitoring visit, City shall provide Developer with a written report of the monitor's findings If the monitoring report notes deficiencies in Developer's performance, the report shall include requirements for the timely correction of said deficiencies by Developer. Failure by Developer to take the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein, or City may take all actions allowed in the Loan Documents. 8.3.4 This Section 8.3 shall survive the earlier termination or expiration of this Contract and be applicable for the duration of the Affordability Period and for 5 years thereafter. . HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 16 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 "11" — Davis - Bacon Requirements — Federal Labor Standards Provisions. 8.6 Developer Procurement Standards. Developer shall ensure that procurement of materials and services is done in a cost effective manner. Developer shall comply with all applicable Federal, state and local laws, regulations, and ordinances for making procurements under this Contract. 8.7 Copvri2ht and Patent Rights. No reports, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of Developer. HUD and City shall possess all rights to invention or discovery, as well as rights in data which may arise as a result of Developer's performance under this Contract. 8.8 Terms Applicable to Contractors, Subcontractors and Vendors. Developer understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which are in any way paid with HOME Funds or who perform any work in connection with the project. Developer shall cause all applicable provisions of this Contract to be included in and made a part of any contract or subcontract executed in the performance of its obligations hereunder, including its obligations regarding the Affordability Requirements and the HOME Regulations during the Affordability Period. Developer shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance with the Affordability Requirements, the HOME Regulations and Contract provisions. Developer is responsible to cure all violations of the HOME Regulations committed by its contractors subcontractors or vendors. City maintains the right to insist on Developer's full compliance with the terms of this Contract and the HOME Regulations and Developer is responsible for such compliance regardless of whether actions to fulfill the requirements of this Contract or the HOME Regulations are taken by Developer or by Developer's contractors, subcontractors or vendors. Developer acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Affordability Period. 8.9 Payment and Performance Bonds. Subject to the requirements of 24 CFR Part 85.36, Developer shall furnish City with payment and performance bonds in a form acceptable to City in the amount of the construction cost for the project but not less than $1,000,000.00. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 17 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 the end of the Affordability Period If any claim, litigation, or audit is initiated before the expiration of the 5 year period, the relevant records and documentation must be retained until all such claims, litigation or audits have been resolved. 9.1.2 Access to Records. City representatives and HUD or other Federal agency representatives 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 48 hours prior notice. 9.2 Reports. Developer will submit to City all reports and documentation described in this Contract in such form as City may prescribe. Developer may also be required to submit a final performance and/or final financial report if required by City at the termination of this Contract and/or the termination of the Loan in such form and within such times as City may prescribe. Failure to submit any report or documentation described in this Contract to City shall be an event of default of this Contract and City may exercise all of it remedies for default under this Contract and Loan Documents. 9.3 Change in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at its discretion. City will notify Developer in writing at least 30 days prior to the effective date of such change, and the Parties shall execute an amendment to the Contract reflecting such change if necessary. 9.4 City Reserves the Right to Audit. City reserves the right to perform an audit of Developer's project operations and finances at any time during the term of this Contract and during the Affordability Period and for 5 years thereafter, if City determines that such audit is necessary for City's compliance with the HOME Regulations or other City policies, and Developer agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to Developer of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this and/or other contract(s) with Developer IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 18 AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 10. REIMBURSEMENT REOUIREMENTS. Developer shall provide City with Complete Documentation as applicable 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. 1 his report shall itemize each expense requested for reimbursement by Developer In order for this report to be complete the following must be submitted: 10.2.1 Invoices for each expense with an explanation as to how the expense pertains to the project, if necessary; and 10.2.2 Proof that each expense was paid by Developer, which proof can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3. Deadline for Submitting Reimbursement Requests. All Reimbursement Requests along with Complete Documentation shall be submitted by Developer to City within 60 days from each of the deadlines as shown in Exhibit "C" — Construction and Reimbursement Schedule 10.4 Withholding Payment. 10.4.1 CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION. 10.4.2 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. 10.4.3 In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 19 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin or Complete the Required Improvements 11.1.1 If Developer fails to begin construction within 6 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, City shall have the right to terminate this Contract with no penalty or liability to City, with such termination to be effective immediately upon written notice. City shall also be entitled to demand repayment of the HOME Funds and enforce any of the provisions of Loan documents for default. 11.2 Failure to Submit Complete Documentation During Construction 11.2.1 If Developer fails to submit all applicable Complete Documentation during construction of the Required Improvements in accordance with Exhibit "C" - Construction and Reimbursement Schedule, or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or the HOME Regulations as determined by City, City will notify Developer in writing and the Developer will have 15 calendar days from the date of the written notice to submit or resubmit any such report or documentation. If Developer fails to submit or resubmit any such report or documentation within such time, City shall have the right to withhold payments If such failure continues for an additional 15 days (a total of 30 days) City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any such report or documentation is not in compliance with this Contract or the HOME Regulations. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or the HOME Regulations as determined by City, City will notify Developer in writing of such default and the Developer will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If the Developer fails to cure the default within such time, Developer shall forfeit any payments otherwise due under such Reimbursement Request. If such failure to resubmit such Reimbursement Request continues for an additional 15 days (a total of 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, 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. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 20 11.2.3 In the event of more than 2 instances of default, cured or uncured, under Sections 11.2.1 or 11.2.2, City reserves the right at its sole option to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. 11.2.4 Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any Reimbursement Requests, reports or documentation are past due or are not in compliance with this Contract or the HOME Regulations, or during any period during which Developer is in default of this Contract. 11.2.5 In the event of termination under this Section 11.2, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to City within 30 days of termination under this Section. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. For clarification, the defaults and related remedies set out in this Section 11.2 are not intended to arise from mathematical errors or other minor defects in a Reimbursement Request. 11.3 Failure to Submit Reuuired 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 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. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 21 11.4.2 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 ten nination Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. 11.5 No Funds Disbursed while in Breach. Developer understands and agrees that no HOME Funds will be paid to Developer until all defaults are cured to the satisfaction of City. 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. 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 teinis 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. 11.8 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a breach of any term, covenant, or condition of this Contract shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. 11.9 Civil, Criminal and Administrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or administrative penalties, including, but not limited to those set out in this Contract. 11.10 Termination for Cause. 11.10.1 City may terminate this Contract in the event of Developer's default, inability, or failure to perform subject to notice, grace and cure periods In the event City terminates this Contract for cause, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. DEVELOPER ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT FOR CAUSE, DEVELOPER OR ANY AFFILIATES OF DEVELOPER SHALL NOT BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 22 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 tenus or obligations shall survive the date of termination, including, but not limited to, reporting, inspections or the Affordability Period. 11.11 Termination for Convenience. In terminating in accordance with 24 C.F.R. 85.44, this Contract may be terminated in whole or in part only as follows: 11.11.1 By City with the consent of Developer in which case the Parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated, or 11.11.2 By 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, if City determines that the remaining portion of the Contract to be performed or HOME Funds to be spent will not accomplish the purposes for which the Contract was made, City may terminate the Contract in its entirety. 11.11.13 In the event of termination of the entire Contract under this Section 11.11, the termination shall have the effect of returning the Parties to their respective circumstances as existed prior to the execution of this Contract, and no terms or obligations shall survive the date of termination, including, but not limited to, reporting, inspections or the Affordability Period. 11 12 Dissolution of Developer Terminates Contract. In the event Developer is dissolved or ceases to exist, this Contract shall terminate. In the event of termination under this Section, all HOME Funds are subject to repayment and/or City may exercise all of its remedies under this Contract and the Loan Documents. 11.13 Notice of Termination under Subordination Agreement. City shall not terminate this Contract without first giving notice and opportunity to cure to the Senior Lender 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 HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 23 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. 13. MATERIAL OWNERSHIP CHANGE. Subject to the terms of the Deed of Trust and limited partnership transfers in accordance with Developer s AAgreement of Limited Partnership, as may be amended and restated from time to time, or otherwise with City consent, if ownership of Developer materially changes after the date of this Contract, City may, but is not obligated to, terminate this Contract. City has 30 days to make such determination after receipt of notice from Developer and failure to make such determination in that time period will constitute a waiver In the event of termination under this Section 13, all HOME Funds awarded but not yet paid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to City within 30 days of termination under this Section. 14. GENERAL PROVISIONS 14.1 Developer an Independent Contractor. Developer shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Developer shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 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 Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 24 14.4 Religious Organization. No portion of the HOME Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for tenants of a HOME - funded property. 14.5 Venue. Venue for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract, shall lie in Tarrant County, Texas. 14.6 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, anses 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 Severabilitv. 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 HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 25 ➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including provisions requiring recipients of federal assistance to ensure meaningful access by person of limited English proficiency ➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.) ➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 ➢ The Age Discrimination in Employment of 1967 ➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) ➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) (` URA") ➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24 CFR Part 8 where applicable ➢ National Environmental Policy Act of 1969 as amended, 42 U.S.C. sections 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58. ➢ 1'he Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no event shall any amount of the assistance provided under this Contract be utilized with respect to a facility that has given rise to a conviction under the Clean Air Act or the Clean Water Act. ➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.) specifically including the provisions requiring employer verifications of legal status of its employees ➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 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 HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 26 ➢ 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 14.11 HUD -Assisted Proiects and Employment and other Economic Opportunities: Section 3 Requirements. 14.11.1 Requirement that Law Be Ouoted in Covered Contracts. — Certain Requirements Pertaining to Section 3 of the Housing and Urban Development Act of 1968 as Amended (12 U.S.C. Sections 1701 et seq.) and its Related Regulations at 24 CFR Part 135 If the construction of the Required Improvements will cause the creation of new employment, training, or contracting opportunities on a contractor or subcontractor level resulting from the expenditure of the HOME Funds, Developer shall comply with the following and will ensure that its contractors also comply If the work performed under this Contract is on a project assisted under a program providing direct Federal financial assistance from HUD, Section 3 of 24 CFR 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. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 27 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 Reauirements 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 Decatur -Angle Ltd. Rev 10-25-13 Page 28 14.11.2.3 Facilitating the training and employment of Section 3 residents and the award of contracts to Section 3 business concerns; Assisting and actively cooperating with the HED Department in making contractors and subcontractors comply; 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 foims attached hereto as Exhibit "I" - Section 3 Reporting Forms. 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 Decatur -Angle Ltd. Rev 10-25-13 Page 29 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 terms of such ordinances by either or its officers, members, agents, employees, contractors or vendors. 14.12.2 No Discrimination in Employment during the Performance of this Contract. During the perfouniance 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 Name, will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion, national origin, familial status disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. (Contractor's, Subcontractor's or Vendor's Namel will take affirmative action to ensure that applicants are hired without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (Contractor's Subcontractor's or Vendor's Namel agrees to post in conspicuous places, available to employees and 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 r Contractor 's, Subcontractor's or Vendor s Namel , state that all qualified applicants will receive consideration for employment without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. (Contractor's, Subcontractor's or Vendor's Namel covenants that neither it nor any of its officers, members, agents, employees, or contractors while engaged in performing this Contract, shall, in connection with the employment advancement or discharge of employees or in connection with the terms, conditions or privileges of their HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 30 employment, discriminate against persons because of their age or because of any disability or perceived disability, except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement [Contractor's, Subcontractor's or Vendor's Namel further covenants that neither it nor its officers, members, agents, employees, contractors, or persons acting on their behalf, shall specify, in solicitations or advertisements for employees to work on this Contract, a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification, retirement plan or statutory requirement. 14.12.3 Developer's Contractors and ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ( `ADA"), Developer warrants that it will not unlawfully discriminate on the basis of disability in the provision of services to the general pubhc, nor in the availability, teams 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. Prohibition Against Interest / Conflict of Interest. 14.13.1 Developer shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Developer shall disclose to City any conflict of interest or potential conflict of interest described above, immediately upon discovery of such. 14.13.2 No persons who are employees, agents, consultants, officers or elected officials or appointed officials of City or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOME funds or who are in a position to participate in a decision -making process or gain inside information with regard to these activities may occupy a HOME Unit, may obtain a financial interest or benefit from a HOME -assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for 1 year thereafter, unless they are accepted in accordance with the procedures set forth at 24 C.F.R. Part 92.356. 14.13.3 Developer affiinis that it will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 31 14.13.4 If applicable, the conflict of interest provisions of 24 CFR Part 85.36 and 24 CFR Part 84.42, respectively, shall apply in the procurement of property and services by Developer. In all cases not governed by those sections, the provisions of 24 CFR Part 92.356 of the HOME Regulations shall apply. 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 infonnation for persons performing construction of the Required Improvements. Payrolls must be submitted to the HED Department with each Reimbursement Request, and must be available to HED 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 Enterpnses and Small Business Enterpnses and to HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 32 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. 14.16 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, its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as part of the construction of the Required Improvements, and any vendor contracts arising out of the operation of the project, 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, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods restraints or prohibitions by any court, board, department, commission or agency of the United States or of any States civil disturbances, or explosions or some other reason beyond Developer's control (collectively, "Force Majeure Event '), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event and the completion date for such obligations shall be extended for a like period. Developer will give City written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give notice will result in the continuance of 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 perfoiin as soon as possible. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 33 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 the Federal System Award Management, 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) 1 year 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 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 HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 34 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 rights to plead defensively such immunity or exemption as against City This section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. 17. INSURANCE AND BONDING. Developer will maintain coverage in the faun of insurance or bond in the amount of $1,000,000.00 to insure against loss from the fraud, theft or dishonesty of any of Developer's officers, agents, trustees, directors or employees. The proceeds of such 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 nonperfoimance of this Contract. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thereof: HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 35 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' Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease -each employee $500,000 disease -policy limit Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction demolition, and rehabilitation. Developer or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Developer shall maintain the coverage on such contractor, if applicable, for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Developer shall revise such amounts within 30 days following notice to Developer of such requirements. Developer will submit to City documentation that it, and its general contractor have obtained insurance coverage and have executed bonds as required in this Contract prior to payment of any monies provided hereunder. Where applicable, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. The Workers Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 36 Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating otherwise approved by City. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by City. In the event there are any local, federal or other regulatory insurance or bonding requirements for the project, and such requirements exceed those specified herein, the former shall prevail. Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Developer shall require its contractors to provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall require its contractors to have City and Developer endorsed as additional insureds (as their interest may appear) on their respective insurance policies. Professional Liability coverage shall be in force and may be provided on a claim's made basis. This coverage may also be referred to as Management Liability, and shall protect the insured against claims arising out of alleged errors in judgment, breaches of duty and wrongful acts arising out of their management duties. Developer shall require its builder to maintain builders risk insurance at the value of the construction. 18. CERTIFICATION REGARDING LOBBYING. The undersigned Developer hereby certifies, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid by or on behalf of Developer, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an 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 HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 37 Form-LLL, "Disclosure Fonnu 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. 20. NOTICE. All notices required or permitted by this Contract must be in writing and shall be effective upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail return receipt requested or by a nationally recognized overnight delivery service; and (iii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City: City Attorney's Office 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Vicki Ganske Telephone: 817-392-7765 Copies to: Housing and Economic Development Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Assistant Director Telephone* 817-392-7540 HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 38 Housing and Economic Development Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention* Jesse Madsen, Development Project Coordinator Telephone: 817-392-7540 Developer: Decatur -Angle Ltd. c/o Fort Worth Housing Finance Corporation 1000 Throckmorton Fort Worth, TX 76102 Telephone: 817-392-7540 Copies to: The NRP Group LLC 5309 Transportation Cleveland, OH 44125 Attention* Telephone: 216-475-8900 Coats Rose 3 E Greenway Plaza, Suite 2000 Houston TX 77046 Attention Barry Palmer Telephone: Investor: Bank of America, N.A. Community Development Banking 600 Peachtree NE Atlanta, GA 30308 Telephone: 404-607-2441 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. HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 39 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 Decatur -Angle Ltd. Rev 10-25-13 Page 40 IN WITNESS WHEREOF, the Parties have executed 4 duplicate originals of this Contract to be effective on the last date indicated below the Parties' signatures. ATTEST: City Secretary M&C: C-263 87/ Dated August 20, 2013 APPROVED AS T etc, CITY OF FORT WORTH By: nY{/1 Aivvap 6dAes-an Fernando Costa, Assistant City Manager Date: /0/29 /3 RM AND LEGALITY: at/at Vicki S. Ganske, Senior Assistant City Attorney DECATUR-ANGLE LTD., By: Decatur -Angle GP, LLC, its General Partner By: Fort Worth Housing Finance Corporation, its Sole Member By: Date: STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on r..s•r reastlICC. of Fort Worth, o �- .m.: SARAH J. ODLE i*. �,��- '*: MY COMMISSION EXPIRES as ' • .. November 5, 2015 dopiSeseer.04.10eigigefts"'s Jesus J. Chapa, Assistant General Manager /0/sa h 3 Notary Public, Stat xas STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on , 2013 by Fernando Costa, 4C). , 2013 by Jesus J. Chapa, the Assistant General Manager of the Fort Worth Housing Finance Corporation, a Texas housing finance corporation, on behalf of said corporation, as Sole Member of Decatur -Angle GP, LLC, a Texas limited liability company, General Partner of Decatur -Angle td., Texas li - 'ted ` artner g on behalf of said limited partnership. SARAN J. ODLE MY COMMISSION EXPIRES November 5, 2015 4 HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Notary Public, State or OIrIOCIAL RECORD CITY SECRETARY FT. WORTh, TX Rev 10-25-13 Page 41 EXHIBITS: 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 "E" — Loan Documents "F" — Reimbursement Forms "G" —Project Compliance Report: Rental Housing "H" — Davis -Bacon Requirements — Federal Labor Standards Provisions "I" — Section 3 Reporting Forms "J" — Standards for Complete Documentation HOME DEVELOPER RENTAL CONTRACT Decatur -Angle Ltd. Rev 10-25-13 Page 42 EXHIBIT "A" PROJECT SUMMARY DECATUR-ANGLE LTD. DESCRIPTION: Capitalized tends not defined herein shall have meanings assigned to them in the Contract. Decatur -Angle Ltd will use HOME Funds for a portion of the costs to develop Decatur -Angle Apartments, a multifamily development to be located on an approximately 15.18 acre site at the northeast corner of Old Decatur Road and Angle Avenue, Fort Worth, TX 76106. The project will have 17 residential buildings with up to 302 units including 6 one-bedroom/one bath units, 138 two-bedroom/two bath units, 138 three-bedroom/two bath units, and 20 four-bedroom/two bath units. There will also be a community center, laundry building, and maintenance building The complex will include amenities such as a pool* community, business and fitness centers; controlled site access; and, appliances and central heat and air in each unit. Developer will be entitled to make Reimbursement Requests until 30 days after the Completion Deadline. In consideration for HOME Funds, Developer agrees to provide the following information and meet the following requirements* • Designate 23 Accessible Units in accordance with Section 504 requirements Of these 23 units, 16 must be accessible to individuals with mobility impairments, and the other 7 must be accessible to individuals with visual or hearing impairments. Accessible Units shall be marketed in accordance with Section 7 7 of the Contract. • Designate 10 floating HOME Units in the project. Of these 10 HOME Units, 8 will be High HOME Units and 2 will be Low HOME Units. Of the High HOME Units, 1 is a one -bedroom unit, 3 are two -bedroom units, 3 are three -bedroom units, and 1 is a four - bedroom unit. Of the Low HOME Units, 1 is a two -bedroom unit and 1 is a three - bedroom unit. • HOME Rents will be charged in accordance with the rents set forth in Exhibit A-1 HUD Rent Limits set annually by HUD, and shall not exceed the High HOME Rent limit. • Submit Exhibit G - Project Compliance Report: Rental Housmg regarding the household income, size, race, ethnicity, gender of head of household disability status, and rental assistance type for the initial tenant of the first HOME Unit to be leased. THE CITY WILL WITHHOLD $30,000 OF THE HOME FUNDS UNTIL CITY VERIFIES THAT AT LEAST 1 HOME UNIT IS LEASED TO A HOME ELIGIBLE HOUSEHOLD. • If the HOME Units do not qualify as affordable rental housing immediately upon lease -up or at any time dunng the Affordability Period, the City may invoke any remedies provided in the Contract or the Loan Documents. • Submit to City a copy of its annual audit and reports to TDHCA during the Affordability Period. SPECIFIC PURPOSE* The specific purpose of this project is to increase the availability of quality, accessible, affordable housing for low and moderate income City residents in northeast Fort Worth. PROJECT OBJECTIVES• The project will provide 302 housing units affordable to households earning less than 60% of AMI, of which 10 will be designated as HOME -assisted units. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS fvratur_AnolnI,tti—Derafur- AnalvAnartmvntc EXHIBIT "A-1" HUD RENT LIMITS DECATUR-ANGLE LTD. U.S. DEPARTMENT OF HUD 04/2013 STATE: TEXAS 2013 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 606 649 778 900 1003 1108 1211 HIGH HOME RENT LIMIT 639* 700* 865 1136 1248 1358 1469 For Information Only: FAIR MARKET RENT 571 668 865 1160 1381 1588 1795 50% RENT LIMIT 606 649 778 900 1003 1108 1211 65% RENT LIMIT 768 824 991 1136 1248 1358 1469 *Rent limits are published at least annually by HUD. Developer must use the most current HUD rent limits in setting rents for the project. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Decatur -Angle Ltd. — Decatur -Angle Apartments EXHIBIT "A-2" ENVIRONMENTAL MITIGATION ACTION DECATUR-ANGLE LTD 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. Upon completion of the environmental review certification and receipt of authority to use grant funds from HUD, the 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 prior to commitment of any funds or undertaking any physical or choice limiting actions. Commitment of funds and physical or choice limiting actions may include but are not limited to property acquisition, demolition, movement, rehabilitation, conversion, repair or construction. HOME DEVELOPER RENTAL CONTRACT - EXHIBITS Ilnratnr_Analp I.tcl. — Thpratnr_Analp Anartmentc EXHIBIT "B" BUDGET DECATUR-ANGLE LTD. SOURCES AND USES Development Name. Decatur -Angle Apartments Source # Funding Description 1 2 3 4 5 6 Conventional Loan Conventional Loan/FHA HTC Syndication Proceeds HOME Housing Trust Fund CDBG Mortgage Revenue Bonds Historic Tax Credit 8 Syndication Proceeds 9 10 11 12 13 14 15 16 TOTAL SOURCES OF FUNDS TOTAL USES OF FUNDS USDA/ TXRD Loan(s) Other Federal Loan or Grant Other State Loan or Grant Local Government Loan or Grant (HOME) Private Loan or Grant Cash Equity In -Kind Equity/Deferred Developer Fee Operating Reserves Monty Construction Loan of Lien Stage Amt. 1st 2nd $23,000,000 $11,724,399 $900,000 $35,624,399 HOME Funds Budget Acquisition and/or Construction Soft Costs Construction Hard Costs Holdback* TOTAL * City will hold back $10,000 of the HOME Funds until City verifi leased to a HOME Eligible Household. Permanent Loan Stage Amount $23,000,000 $13,793,411 $1,000,000 $1,995,697 $39,789,108 $39,789,108 Financing Participants Bank of America, N.A. TDHCA City of Fort Worth $500,000* $470,000* $30,000 $1 000 000 es that a HOME Unit is HOME DEVELOPER RENTAL CONTRACT — EXHIBITS ileratnr_Analp I,td — npratnr-Analp Anartmontc PHASE I ACTIVITIES: PHASE I COMPLETE by: Mav 1, 2014 PHASE II ACTIVIITES: PHASE II COMPLETE by: September 1. 2014 PHASE III ACTIVIITES: PHASE III COMPLETED by: January 1, 2015 EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE DECATUR-ANGLE LTD. Activity Acquisition Soft Costs Site Preparation (Grading) Plumbing Foundation Contractor/subcontractor/vendor searches under the Federal System for Award Management (www.sam.gov) must be submitted prior to any reimbursement under Phase I. First Payment** Construction Hard Costs Contractor/subcontractor/vendor searches under the Federal System for Award Management (www.sam.eov) must be submitted prior to any reimbursement under Phase II. Second Payment** (approx. 50% complete) Construction Hard Costs Contractor/subcontractor/vendor searches under the Federal System for Award Management (www.sam.aov) must be submitted prior to any reimbursement under Phase III. Third Payment** (approx. 75% complete) PHASE IV ACTIVITIES: Initial Lease -up of HOME Units HOME Funds $500,000.00* $500,000.00* $235,000.00* $235,000.00* $235,000.00* $235,000.00* HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Decatur -Angle Ltd. — Decatur -Angle Apartments PHASE IV COMPLETED by: July 1, 2015 TOTAL Contractor/subcontractor/vendor searches under the Federal System for Award Management (www.sam.aov) must be submitted prior to any reimbursement under Phase IV. In addition, the following items must be submitted prior to reimbursement in Phase IV: 1. Rent Schedule for HOME Units. 2. Tenant Selection Policy. 3. Affirmative Marketing Plan. Prior to Reimbursement for Final Payment, Exhibit "G" - Project Compliance Report: Rental Housing must be submitted to City. Final Payment/Holdback** *Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change. $30,000.00* $1,000,000.00 **Developer must submit Reimbursement Requests and Complete Documentation 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. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Decatur -Angle Ltd. — Decatur -Angle Apartments EXHIBIT "D" AUDIT REQUIREMENTS DECATUR-ANGLE LTD. NOT APPLICABLE HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Decatur -Angle Ltd. — Decatur -Angle Apartments EXHIBIT "E" LOAN DOCUMENTS DECATUR-ANGLE LTD. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Decatur -Angle Ltd. -- Decatur -Angle Apartments The Deed of Trust and Promissory Note and any other loan documents will be in a foinu acceptable to the City. The terms and provisions of any loan documents will be agreed upon by the Parties prior to acquisition of the project site and closing of Developer's construction loan. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Decatur -Angle Ltd. — Decatur -Angle Apartments EXHIBIT "F" REIMBURSEMENT FORMS DECATUR-ANGLE LTD. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Decatur -Angle Ltd. — Decatur -Angle Apartments Agency: Address: City, State, Zip: Project: Period of Service: Attachment I INVOICE Decatur -Angle Ltd. Decatur -Angle Apartments Amount Contractor's Certification* I certify that the costs incurred are valid and consistent with the terms and conditions of the contract between City and Agency. By signing this invoice, I certify that to the best of my knowledge and belief the data included in this report is true and accurate. It is acknowledged that the provision of false information could leave the certifying official subject to the penalties of federal, state, and local law. Signature and Date: Name: Title: HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Decatur -Angle Ltd — Decatur -Angle Apartments Attachment II to a> E a x. 0 fin ea tib 1.1 Q ° v U U A i 0 Q. 0 0 0 0-1 0. .g COI 5 a> Cft N M \O t� 00 N M d• vl 1O r oo D\ O N M 'd- v) \C co Cr) O -45 1.1 .-4 NNNN N N N N N N M 0 4- ct crs b0 0 7) aa> ct 0 O Y W 0 b .04 ai >, 0 el aJ G7 o, as cc: EXHIBIT "G" PROJECT COMPLIANCE REPORT: RENTAL HOUSING DECATUR-ANGLE LTD. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Decatur -Angle Ltd. — Decatur -Angle Apartments Project Name: Reporting Period: From # of HOME -Assisted Units: PROJECT COMPLIANCE REPORT: RENTAL HOUSING EXHIBIT "G" Contract #: Owner Name: To # of High HOME Units Required: # of Low HOME Units Required: `All 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 Househo d Other Assistance Type Select: Select: 1 Single, nonelderly 1 Section 8 2 Elderly 2 HOME TBRA 3 single 3 Other federal, state, 4 Two parents or local assistance 5 Other 4 No assistance # of Persons in HH # of BRs Date of Last Income Certification Race Select: 1 VVhite 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 proiect-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 Type household • EXHIBIT "H" DAVIS-BACON REQUIREMENTS - FEDERAL LABOR STANDARD PROVISIONS DECATUR-ANGLE LTD. NOT APPLICABLE HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Decatur -Angle Ltd. — Decatur -Angle Apartments EXHIBIT "I" SECTION 3 REPORTING FORMS DECATUR-ANGLE LTD. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Decatur -Angle Ltd. — Decatur -Angle Apartments Section 3 Summary Report 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) Columns B, C and F are mandatory fields. Include New B C D Number of Number of New % of Aggregate Number New Hires Hires that are of Staff Hours of New Hires Sec. 3 Residents that are Sec. 3 Residents 3 = Public/Indian Housing A = Development, B = Operation C = Modernization Page 1 of 2 EXHIBIT "I" 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: Hires in E &F) E of Total Staff Hours for Section 3 Employees and Trainees 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 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 0/0 Ok 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) modemization 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 11 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 recipients 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 Page i 8. Program Code: Enter the appropriate program code as listed at the bottom of the page. 9. 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 D: 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 ill: 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. form HUD 60002 (11/2010) Ref 24 CFR 135 EXHIBIT "J" STANDARDS FOR COMPLETE DOCUMENTATION DECATUR-ANGLE LTD. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Decatur -Angle Ltd. — Decatur -Angle Apartments Standard 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.) CHDO Operating/Project Delivery Expenses • • 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. 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 Log(s) Signed by Employee and Supervisor • Pay Period Dates Should be Reflected • If paying for rent or contract services, copy of executed agreements • If only a portion is being paid with City funds, then show calculation and documentation of how costs are allocated. Housing and Economic Development FINAL as of 4/24/2013 Page 1 Standard of Documentation for Reimbursement of Development Costs Construction Costs (Contractors & Subcontractors) Vlaterials Purchased by Developer Developer Fee • • • • • • • • 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 mater als 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) Final Invoice Reflecting Total Development Cost Proof of payment for any other entity contributing to development costs. Show calculation of agreed upon developer fee percentage Copies of final lien releases from contractor/subcontractor Complete Documentation required in contract for home/unit produced (i.e. income docs for eligible homebuyer, sales contract between developer/homebuyer, HAP Deed of Trust w/ required affordability perioc language, etc) Housing and Economic Development FINAL as of 4/24/2013 Page 2 M&C Review Page 1 of 3 CITY COUNCIL l Official site of the City of Fort Worth, Texas FORT WORTII -Thor COUNCIL ACTION: Approved on 8/20/2013 CONTINUED FROM A PREVIOUS WEEK DATE: 8/13/2013 REFERENCE C-26387 LOG NAME: 17NRPANGLEAPARTMENTS NO.: CO©`;: C TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Change of Use and Expenditure of Additional HOME Investment Partnerships Program Grant Funds in the Amount of $600,000.00 to Decatur -Angle Ltd., in the Form of a Subordinate Loan for the Development of the Decatur -Angle Apartments to be Located at Angle Avenue and Old Decatur Road, Authorize Execution of a Conditional Commitment and Contract, Authorize Substantial Amendment to the City's 2009-2010 and 2011-2012 Action Plans and Substitution of Funding Years (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council: 1. Authorize a substantial amendment to the City's 2009-2010 and 2011-2012 Action Plans; 2. Authorize the substitution of current and prior funding years in order to meet commitment, disbursement and expenditure deadlines for grant funds from the United States Department of Housing and Urban Development; 3. Authorize a change in use and expenditure of additional HOME Investment Partnerships Program Grant funds in the amount of $600,000.00 for a total of $1,000,000.00 in HOME funds to Decatur - Angle Ltd., for the development of the Decatur -Angle Apartments to be located at the intersection of Angle Avenue and Old Decatur Road; 4. Authorize the City Manager or his designee to execute a conditional commitment with Decatur - Angle Ltd., for a subordinate loan that conditions funding on, among other things, satisfactory completion of HOME requirements and receipt of Housing Tax Credits from the Texas Department of Housing and Community Affairs; 5. Authorize the City Manager or his designee to execute a contract with Decatur -Angle Ltd., for the development for a three year term beginning on the date of execution of the contract; 6. Authorize the City Manager or his designee to extend or renew the conditional commitment or the contract for up to one year if Decatur -Angle Ltd., requests an extension and such extension is n ecessary for completion of the development; and 7. Authorize the City Manager or his designee to amend the conditional commitment or the contract if n ecessary to achieve project goals provided that the amendment is within the scope of the Development and in compliance with City policies and applicable laws and regulations governing the u se of federal grant funds. DISCUSSION: The Housing and Economic Development Department issued a Request For Proposals (RFP) in April 2013 to award HOME Investment Partnership Program (HOME) grant funds to developers applying to the Texas Department of Housing and Community Affairs (TDHCA) for Housing Tax Credits. The http://apps.cfwnet.org/council_packet/mc review.asp?ID 18747&councildate 8/20/2013 9/24/2013 M&C Review Page 2 of 3 NRP Group LLC (NRP) submitted a response requesting the amount of $400,000.00 in HOME funds for construction costs related to the development of the Decatur -Angle Apartments, a multifamily rental development to be located at the intersection of Angle Avenue and Old Decatur Road. On August 6, 2013, the Board of the Fort Worth Housing Finance Corporation (HFC) approved an agreement with NRP to together form Decatur -Angle Ltd., a Texas limited partnership that will construct, own and manage the Decatur -Angle Apartments. The HFC will form Decatur -Angle GP, LLC, a single purpose entity that will serve as general partner of the limited partnership. The HFC and NRP will submit an application to the TDHCA for four percent noncompetitive tax credits and multifamily bonds as part of the financing for the development. The development will consist of approximately 302 one, two, three and four -bedroom units. All of the units will be available for rent to households earning at or below 80 percent of Area Median Income as determined by HUD. The units will include energy efficient appliances and central heat/air conditioning. The complex will include amenities such as controlled site access, pool, picnic areas, playground and laundry rooms. On August 6 2013, the City Council approved the City's Annual Action Plan which included an allocation in the amount of $400,000 of HOME funds for the development (M&C C-26369). Staff recommends the change in use and expenditure in the amount of $600,000.00 in prior year's HOME funds for the development for a total award in the amount of $1,000,000.00 in the form of a subordinate loan. HOME funds may be used for any eligible cost related to this development. Total development cost, including the $1,000,000.00 in City HOME funds, is approximately in the amount of $36,000,000.00. Staff recommends the following HOME loan terms: i. Designate HOME -assisted units according to HOME regulations with a 20-Year Affordability Period; ii. Secure payment of the HOME funds and performance of the HOME requirements by a Deed of Trust on the real property; iii. Loan term to run concurrently with the Affordability Period; iv. One percent interest rate or the Applicable Federal Rate, whichever is less; and iv. Payment of principal and interest will begin within 30 days of project lease up as defined in the contract. The commitment of HOME funds is conditioned upon the following: i Receipt of grant funds from HUD; ii. Satisfactory completion of the environmental review per 24 CFR Part 58; iii. Authorization to use grant funds from HUD; iv. Equity, construction and permanent financing for the development acceptable to the City; v Award of tax credits by the TDHCA; vi Certificate of bond reservation by the Texas Bond Review Board; and vii. Closing on equity and all other financing for the development. The Action Plan funding years selected may vary and be substituted based on the Principle of First In, First Out, in order to expend oldest grant funds first. The development will benefit low and very low-income citizens by providing them with quality, accessible, affordable housing. A public comment period on the City's 2013-2014 Annual Action Plan, including the intent to allocate HOME funds for the development, was held June 23, 2013 to July 23 2013. A public comment period was held on the intent to change use and expend prior year's HOME funds was held from June 28 2013 to July 29, 2013 Any comments are maintained by the Housing and Economic Development Department in accordance with federal regulations. This development is located in COUNCIL DISTRICT 2. http://apps.cfwnet.org/counciljacket/mc review.asp?ID=18747&councildate=8/20/2013 9/24/2013 M&C Review Page 3 of FISCAL. INFORMATION/CERTIFICATION: The Financial Management Services, iireeter certifies that upon approval of the above recommendations and receipt of great funds, founds will be available in the current and future operating budget as appropriated, of the Grants Funs d', TO, Fund/Account/Centers FROM Fund A►ccouint/Cent rs GR76......53912. 01_x20665'12 $ ,± .0 G.R76 539' 720635 07 $11 . 76 539120 01x206351200 $100,0010.,00 GR 6 3912 1x206531 070 $�. ! �.:! 00.00 IT 7 ._ 539120 017206531200 $500,%0-00 Submlitted, for Ci Maniag hr's Off ice bv Fernando Costa 122 I- 1nat na De rtment Head: Cynthia Garcia (8187') Additional onal Informa ion Contac Jiesse Madsen (7337) ATTACHMENT'S NRP"n IeAparmentsCo rr ilMa . m