Loading...
HomeMy WebLinkAboutContract 45042 (2)_4 _ {4�,' � _. , .. STATE OF TEXAS § COUNTY OF TARRANT § This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City") and the Fort Housing Finance Corporation (hereafter "Developer"), a Texas housing finance corporation. City and Developer maybe 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, the City Council has adopted development and revitalization of the City's affordable housing stock as a strategic goal; WHEREAS, the City Council established Developer in 1979 pursuant to the Texas Housing Finance Corporations Act, Chapter 394 of the Texas Local Government Code, to facilitate housing initiatives in the City, including but not limited to issuing tax exempt bonds, developing and promoting housing, and assisting low to moderate income City citizens in acquiring quality, accessible, affordable housing through lending and construction activities; WHEREAS, Developer proposes to use HOME funds for an eligible project under the HOME Regulations whereby Developer will develop and construct up to 10 single family houses in the Terrell Heights neighborhood for sale to low to moderate income homebuyers; WHEREAS, City citizens and the City Council have determined that the development of quality, accessible, affordable housing is needed for moderate, low, and very low-income City citizens. NOW, THEREFORE, in consideration of the mutual covenants and obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject AFFICIA` RETp�� Y.,W®RTR, T ECEIVEQ OCT 2��Oi3 to the terms and conditions hereinafter stated, the Parties understand and agree as follows: 1. INCORPORATION OF RECITALS. City and Developer hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract, the following terms shall have the definitions ascribed to them as follows: Affordable House means a house purchased by a HOME Eligible Buyer for which the monthly payment of principal, interest, property taxes, and insurance is not more than 30% or less than 16% of the homebuyer's monthly gross income. In the case of new house construction, the percentage of the homebuyer's monthly gross income shall not exceed 32%. 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. Affordability Period means the period of time that a house purchased or constructed with HOME funds must remain affordable and subject to recapture provisions for the affordability periods described in 24 CFR Part 92.254 of the HOME Regulations. The Affordability Period for the houses constructed under this Contract is 5 years. The Affordability Period begins on the date the project status for the street address of each of the house is changed to "complete" in IDIS and terminates 5 years later. 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: copies of timesheets, invoices, leases, service contracts or other documentation showing that payment is due by Developer. o Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by Developer were actually paid by Developer. HOME DEVELOPER SINGLE FAMILY CONTRACT Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev 10-21-13 Page 2 • Other documentation: (i) final lien releases signed by the general contractor or subcontractors, if applicable; (ii) copies of all City permits and City -issued "pass" inspections for such work; (iii) documentation showing compliance with BDE or DBE bidding process for procurement or Contract activities, if applicable; (iv) proof of contractor, subcontractor or vendor eligibility as described in Section 6.6; and (v) any other documents or records reasonably necessary to verify costs spent for the project. • Complete Documentation shall meet the standards described in the attached Exhibit "F"= 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 each house as evidenced by a HED Department Minimal Acceptable Standard Inspection Report, HUD Compliance Inspection Report and all other applicable final inspection approval from the City. Completion Deadline means October 25, 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 part of Exhibit "E" — Loan Documents. Director means the Director of the City's Housing and Economic Development D% pFrA ent0 Effective Date means the date this Contract is fully executed by the Parties as shown by the date written under their respective signatures. HAP or HAP Program means the City's Homebuyer Assistance Program which provides subordinate forgivable deferred payment loans with HOME funds for closing cost and/or down payment assistance to eligible homebuyers under the HAP Guidelines as adopted by the City Council. HAP Guidelines means any rules, regulations, guidelines and requirements by City or HUD that a homebuyer must meet in order to (i) qualify for HAP down payment and/or closing cost assistance, and (ii) fulfill the homebuyer's obligations under the HOME Program during the Affordability Period. HAP Loan means the subordinate purchase money loan from the City under its HAP Program to a HOME Eligible Buyer in the minimum amount of $1,000.00. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 3 HAP Loan Documents means the HOME Written Agreement between the City and the HOME Eligible Buyer, the promissory note in favor of the City in the amount of the HAP assistance, and the deed of trust securing the HAP Loan, as well as any other instruments evidencing, securing or guaranteeing the HAP Loan, as the same may be extended, amended, restated, supplemented or otherwise modified. HED Department means the City's Housing and Economic Development Department. HOME means the HOME Investment Partnerships Program. HOME Eligible Buyer means a homebuyer, whether one or more, (i) whose annual income adjusted for family size does not exceed 80% of AMI, and (ii) who meets HAP Guidelines and receives a minimum of $1,000.00 of down payment and/or closing cost assistance in the form of a HAP loan. The definition of annual income to determine whether a homebuyer qualifies to become a HOME Eligible Buyer shall be the definition contained in 24 CFR Part 92.203 (b)(1), 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 Requirements means that a house constructed with the HOME Funds must be sold by Developer to a HOME Eligible Buyer who has received a minimum HAP Loan of $1,000.00 and who will occupy the house as his or her Principal Residence throughout the Affordability Period in accordance with the HAP Loan Documents and HAP Guidelines. HUD means the United States Department of Housing and Urban Development. IDIS means HUD's Integrated Disbursement Information System. Loan Documents means security instruments including without limitation, the City's Promissory Note and Deed of Trust, or any other similar security instruments evidencing, securing or guaranteeing City's interest in the Required Improvements constructed by Developer under this Contract as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Plans means the plans and specifications related to the Required Improvements prepared by 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. Principal Residence means the house purchased from Developer by a HOME Eligible Buyer who will then occupy it continuously throughout the Affordability Period in accordance with the HAP Guidelines and the HAP Loan Documents, HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 4 Promissory Note means any note in the amount of the HOME Funds executed by Developer payable to the order of City, as the same may be extended, amended, restated, supplemented or otherwise modified. The form of the Promissory Note is attached as Exhibit "E" — Loan Documents. Property means, collectively, the lots on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. Required Improvements or the houses means all the improvements for up to 10 single family houses to be constructed on the Property, together with all fixtures, improvements and appurtenances now or later to be located on the Property and/or in such improvements. The houses will be located on lots commonly known as 926, 929, and 967 Humbolt Street; 921, 929, 969, and 978 Pulaski Street; 918 and 926 Dashwood Street; and 1000 E Terrell Avenue, Fort Worth, TX 76104. The Required Improvements are part of an infill housing project in which Developer will construct and sell single family houses in the Terrell Heights neighborhood to HOME Eligible Buyers (the "project"). Reimbursement Request means all reports and other documentation described in Section 10. Sales Proceeds means the sales price of a house, minus construction loan repayment (other than the HOME Funds), and any common and customary seller's closing costs as shown on the settlement statement for the sale of a house to a HOME Eligible Buyer, or as otherwise defined in the HOME Regulations. 3. TERM AND EXTENSION. 3.1 Term of Contract. The term of this Contract begins on the Effective Date and terminates in 2 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 executed by the Parties. 3.3 Term of Loan. The term of the Loan commences on the date of the Promissory Note and terminates 2 years later so long as the terms and conditions of this Contract and the Loan Documents have been met. The term of the Loan may be extended for 1 year upon Developer submitting a request for an extension in writing at least 60 days prior to the HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 5 end of the Loan term. The request for extension shall include the reasons for the extension and Developer's anticipated budget, construction schedule and goals for the extended Loan term. It is specifically understood that it is within City's sole discretion whether to approve or deny Developer's request for an extension of the Loan term. Any such extension shall be in the form of a Loan Modification Agreement executed by the Parties. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide HOME Funds. City shall provide up to Nine Hundred Eighty -Eight Thousand Eight Hundred Seventy and No/100 Dollars ($988,870.00) of HOME Funds for the project in the form of a forgivable deferred payment loan 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 annually as required by 24 CFR Part 92.504. 5. DEVELOPER OBLIGATIONS. 5.1. Construction of Required Improvements. Developer shall complete the construction of the Required Improvements as described in Exhibit "A" — Project Summary in accordance with the Plans, the schedule set forth in Exhibit "C" — Construction and Reimbursement Schedule, and the terms and conditions of this Contract. 5.2 Use of HOME Funds. 5.2.1 Sale of Required Improvements to a HOME Eligible Buyer. Developer shall sell the houses to HOME Eligible Buyers under the terms and conditions of this Contract. 5.2.2 Costs in Compliance with HOME Regulations and Contract. Developer shall be reimbursed for eligible project costs with HOME Funds only if City determines in its sole discretion that: 5.2.2.1 Costs are eligible expenditures in accordance with HOME Regulations. 5.2.2.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. 5.2.2.3 Complete Documentation, as applicable, is submitted by Developer. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 6 5.2.3 Budget. Developer agrees that the HOME Funds will be paid on a reimbursement basis in accordance with Exhibit "B" — Budget and Exhibit "C" — Construction and Reimbursement Schedule. Developer may increase or decrease line -item amounts in the HOME Funds Budget with the Director's prior written approval, which approval shall be in the Director's sole discretion, so long as the expenses are in compliance with 5.2.2, comply with Exhibit "A" — Project Summary, and the total amount of HOME Funds is not increased. 5.2.4 Change in Project Budget. 5.2.4.1 Developer will notify City promptly of any additional fonds it receives for construction of the Required Improvements, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. 5.2.4.2 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 $5,000.00 of the HOME Funds payable in Phases II,- III and IV of the Construction and Reimbursement Schedule until City verifies that the houses constructed in each Phase have been sold to HOME Eligible Buyers. It is expressly agreed by the Parties that any HOME Funds not reimbursed to Developer upon the completion of the project shall remain with City. 5.4 Identify Project Expenses Paid with HOME Funds. Developer will keep accounts and records in such a manner that City may readily identify and account for project expenses reimbursed with HOME funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.5 Acknowledgement of City Payment of HOME Funds. Within 90 days of Completion of the final house to be constructed hereunder, 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 7 record the Deed of Trust encumbering the Property prior to having any materials delivered to the Property or commencing any work on the Required Improvements. No HOME Funds will be paid or reimbursed until the Loan Documents are executed and the Deed of Trust is recorded. City will release the Deed of Trust upon the closing of the sale of a house to an Eligible HOME Buyer. 5.6.1 Loan Terms and Conditions. Developer will be required to: 5.6.1.1 Execute the Promissory Note and Deed of Trust along with any other Loan Documents required by City. 5.6.1.2 Provide City with a Mortgagee's or Lender'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 a with a copy of an estimated settlement statement from the title company at least 1 business day before closing of the Loan. 5.6.1.5 Ensure City's lien is in first lien position unless otherwise approved in writing by City. 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 No interest shall accrue on the Loan provided that Developer complies with the terms and conons of the Promissory Note. 5.6.1.8 The Loan is a forgivable deferred payment loan. The Loan will be forgiven provided that (i) the houses are sold to HOME Eligible Buyers under the terms and conditions of this Contract, (ii) all HOME Requirements are met, (iii) City receives the Sales Proceeds from the sales of the houses, and (iv) Developer is not otherwise in default of the Loan terms or Contract provisions. 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 HOME Requirements. The Deed of Trust shall secure both repayment of the HOME Funds, if required, and performance by Developer of its obligations under this Contract. 5.6.1.10 Refinancing by Developer shall require the review and prior HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation— Terrell Heights Infill Page 8 written approval of City for the purpose of ensuring compliance with the HOME Requirements, which approval shall not be unreasonably withheld. 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 HOME Requirements. Developer shall ensure that the houses are sold to HOME Eligible Buyers as required by this Contract and the HOME Regulations. Developer must notify the City in writing if a house has not been sold to a HOME Eligible Buyer within 4 months of Completion. Such notice must be given within 14 calendar days of the 4 month deadline and Developer shall have 7 calendar days from the date of the notice to submit a detailed pIan describing how the house will be sold to a HOME Eligible Buyer within 6 months of Completion. If a house is not sold to a HOME Eligible Buyer within 6 months of Completion, then Developer shall pay 10% of the Loan amount to City as liquidated damages. The Parties agree that City's actual damages in the event of the failure of the house to be sold to a HOME Eligible Buyer within 6 months of Completion 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 HOME Requirements Survive Transfer. Any sale or transfer of the Property during the Contract term, other than a sale of a house to a HOME Eligible Buyer or a transfer due to condemnation or to obtain utility services, may at City's sole discretion require the repayment of the HOME Funds unless City approves the new owner or transferee in writing and the new owner or transferee affirmatively assumes in writing the HOME Requirements as well as all of Developer's other obligations under the Contract. Failure of the transferee to assume all of Developer's obligations under this Contract and the Loan Documents will result in immediate termination of this Contract. In addition, City may pursue any of its remedies under the Loan documents if the transferee fails to assume all of Developer's obligations hereunder. 6. CONSTRUCTION. 6.1 Construction Schedule. Developer will construct the Required Improvements in accordance with the schedule set forth in the attached Exhibit "C" — Construction and Reimbursement Schedule. Developer shall not begin construction until City sends a Notice to Proceed. Developer's failure to meet the Construction Schedule or the Completion Deadline shall be an event of default. Developer may not change the Construction Schedule without the Director's prior written approval, which approval shall be in the Director's sole discretion. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2I-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 9 6.1.1 Construction Inspections. The construction of the houses 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 each house. 6.2 Applicable Laws, Building Codes and Ordinances. The Plans and construction for the houses 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 Codes (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 houses: (i) the Property Standards and Housing Quality Standards (HQS) contained in 24 CFR Part 92.251, (ii) City property standards, and (iii) all other required accessibility standards for the houses. 6.4 Lead -Based Paint Requirements. If applicable, Developer will comply with all Federal lead -based paint requirements including lead screening in housing 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 en] by City Not Release of Responsibility. Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the responsibility or liability of Developer or any of its architects, contractors or subcontractors, or their respective officers, agents, employees and lower tier subcontractors, for the accuracy or the competency of the Plans, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other documents; or (ii) an assumption of any responsibility or liability by City for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and specifications or other documents by Developer or any of its architects, contractors or subcontractors, and their respective officers, agents, employees and lower tier subcontractors. 6.6 Contractor, Vendor and Subcontractor Requirements. Developer will use commercially reasonable efforts to ensure that all contractors or vendors utilized by Developer, or subcontractors utilized by Developer's general contractor, are appropriately licensed and such licenses are maintained throughout the construction of the Required Improvements. Developer shall ensure that all HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 10 subcontractors utilized by Developer or subcontractors utilized by Developer's general contractor in the construction of the houses, or vendors utilized by Developer in the marketing or sale of the houses 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 confirm 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 to market or sell the houses. 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. Developer shall not be reimbursed for any work performed by any contractor, subcontractor or vendor 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 Award Management shall survive the termination of this Contract for so long as Developer owns any house which was constructed in whole or in part with the HOME Funds. 6.7 Furnish Complete Set of "As Built" Plans Developer shall finish City a complete set of as built" plans for each house at completion of construction after all final approvals have been obtained. 7. SALE OF REQUIRED IMPROVEMENTS TO HOME ELIGIBLE BUYER. 7.1 Income Eligibility. Homebu97 r eligibility will be determined by the definition of annual income used by 24 CFR 5.609. 7.2 Sales Price of Required Improvements. The sales price of each house shall not exceed 95% of the median purchase price for the area as set by HUD in accordance with 24 CFR Part 92.254. 7.3 HOME Eligible Buyer. All purchasers of a house must be HOME Eligible Buyers who qualify for and receive a HAP Loan. Developer must verify that a prospective purchaser is a HOME Eligible Buyer and must supply City with all information necessary to prove eligibility for the HAP Loan prior to closing. Any attempted sale of a house to a purchaser who is not a HOME Eligible Buyer shall be an event of default and shall result in automatic termination of this Contract. HOME Eligible Buyers must complete a homeownership training and counseling program prior to closing their purchase of a house from Developer. This requirement shall be evidenced by a completion certificate from a HUD - certified housing counseling agency provided to City. Failure to provide a copy of such certificate shall be an event of default. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 11 7.3.1 HAP Participation. All prospective purchasers of a house must apply for a HAP Loan of at least $1,000.00 of down payment and/or closing cost assistance at least 60 days prior to closing of the sale of a house. Eligibility for a HAP Loan shall be determined by City in its sole discretion using the HAP Guidelines. City shall enter into a HOME Written Agreement with the prospective purchaser as part of the HAP Loan. If requested by City, Developer shall use its best efforts to timely provide City with all documents necessary for City to process the HAP Loan application, including verification of homebuyer income eligibility. 7.4 Sales Contract. Developer shall provide City with a copy of a proposed sales contract for approval for each HOME Eligible Buyer prior to execution. The sales contract must contain the following provision: 7.4.1 "The Property was constructed with Federal funds which require that the Buyer occupy it as Buyer's principal residence for 5 years. To assure performance of this Federal requirement, Buyer must apply for and obtain a subordinate loan of at least $1,000.00 from the City of Fort Worth's Homebuyer Assistance Program for closing cost and/or down payment assistance. The City's loan will be secured with a Deed of Trust which will remain on the Property for five years. If Buyer continues to occupy the Property as Buyer's principal residence for the full five year period, the City will forgive its loan. If the Buyer does not meet the Federal requirements for the City's loan, Seller shall terminate this contract by giving notice to Buyer and the Earnest Money will be refunded to Buyer." 7.5 Developer to Provide Settlement Statement. Developer shall provide City the estimated HUD-1 Settlement Statement at least 5 business days prior to the closing of the sale of a house to a HOME Eligible Buyer. The HUD4 shall show any homebuyer subsidies, the HAP Loan, and the Sales Proceeds to be returned to City. Developer shall not close the sale of a house without receiving approval of the HUD-1 from City. 7.6 Deadline for Sale of Required Improvements. Each house must be sold to HOME Eligible Buyers within 4 months of Completion. Developer shall submit status reports to City regarding the sale of each house. Failure to submit a status report or to sell a house within 4 months of Completion shall be an event of default. 7.7 Marlcetin2 7.7.1. Affirmative MarketinE. Developer must adopt affirmative marketing procedures and requirements for the Required Improvements as required by 24 CFR 92.351 if the project involves the construction of 5 or more houses. The procedures and requirements must include methods for informing the public, owners and potential homebuyers about fair housing HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation — Terrell Heights Infill Page 12 laws and policies so as to ensure that all individuals, without regard for sex, age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender, are given an equal opportunity to participate in the project. 7.7.2. City Approval. All Developer marketing procedures related to the Required Improvements, including but not limited to the affirmative marketing described in Section 7.7.1 are subject to approval by City. Developer shall submit all marketing plans for City approval no later than 7 calendar days after the Effective Date, 7.7.3 Effective Marketing. Developer will be solely responsible for the effective marketing responsibilities necessary to achieve the HOME Requirements described herein. Documentation supporting these efforts shall be submitted to the City upon request and shall include, but not be limited to, brochures, sign4n sheets for open houses, listings, and advertisements. 8. ADDITIONAL HOME REQUIREMENTS. Developer agrees to comply with all requirements of the HOME Program as stated in the HOME Regulations, including, but not limited to the following: 8.1 Environmental Review. HOME Funds will not be paid and costs cannot be incurred until City has conducted and completed an environmental review as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including if applicable, property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance. Any violation of this Section will (i) cause this Contract to terminate immediately, (ii) require Developer to repay to City any HOME Funds received and forfeit any future payments of HOME Funds, and (iii) Developer must pay 10% of the HOME Funds to City as liquidated damages for violation of this Section. 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 under this Section of 10% of the Loan amount by Developer to City is liquidated damages and not a penalty. 8.1.2 Mitigation. Developer must take the mitigation actions outlined in Exhibit "A-2" — Environmental Mitigation Action. Failure to complete the required mitigation action is an event of default under this Contract. 8.2 Intentionally Omitted. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 13 8.3. Monitoring, 8.3.1 Developer understands and agrees that it will be subject to monitoring by City for compliance with the HOME Regulations until the project is closed in IDIS and for 5 years thereafter. Developer will provide reports and access to project files as requested by City during the term of the Contract and for 5 years after the project is closed in IDIS. 8.3.2 Representatives of City, HUD and the United States Comptroller General shall have access during regular business hours upon 48 hours' prior notice to Developer's offices and records that are related to the use of the HOME Funds that are the basis of this Contract, 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 be applicable for the duration of the Contract term and for 5 years thereafter and shall survive the earlier termination or expiration of this Contract. 8.4 Compliance with the Uniform Relocation Act. If applicable, Developer shall comply with the relocation requirements of 24 CFR Part 92.353 and all other applicable Federal and state laws and City ordinances and requirements pertaining to relocation. 8.5 Compliance with Davis -Bacon Act. If applicable, Developer and its general contractor and all lower tier subcontractors will comply with the Davis -Bacon Act as described in Section 14.14 and Exhibit "H" — 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 Copyright and Patent Rights. No reports, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of Developer. HUD and City shall possess all rights to invention or discovery, as well as rights in data HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 14 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 HOME Requirements and the HOME Regulations. Developer shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance with the HOME 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 5 years after the termination of this Contract. 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 Required Improvements but not less than the amount of each construction contract. 9. RECORD KEEPING, REPORTING AND DOCUMENTATION REQUIREMENTS, RIGHT TO AUDIT. 9.1 Record Keeping. Developer shall maintain arecord-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. Developer will maintain all records and documentation related to this Contract for 5 years after the Contract terminates. 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. Representatives of City and HUD and any duly authorized officials of the Federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's records pertaining to all matters covered by this Contract for 5 years after the Contract terminates. Such access shall be during regular business HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 15 hours and upon at least 48 hours prior notice. 9.2 Reports. Developer will submit to City all reports and documentation described in this Contract in such 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 end 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 -manes at any time during the term of this Contract or for 5 years after the Contract terminates, 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 Contract and/or other contract(s) with Developer. IF AS, A RESULT OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 10. REIMBURSEMENT REQUIREMENTS. Developer shall provide City with Complete Documentation and the following reports as shown in Exhibit "F" —Reimbursement Forms with each Reimbursement Request: 10.1 Attachment I —Invoice. This report shall contain the amount requested for reimbursement in the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). This report must be signed by an authorized signatory of Developer. By signing Attachment I, Developer is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Contract, and the data contained in the report is true and correct. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 16 10.2 Attachment II — Expenditure Worksheet. This report shall itemize each expense requested for reimbursement by Developer. In order for this report to be complete the following must be submitted: 10.2.1 Invoices for each expense with an explanation as to how the expense pertains to the project, if necessary; and 10.2.2 Proof that each expense was paid by Developer, which proof can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3. Deadline for Submitting Reimbursement Requests. All Reimbursement Requests along with Complete Documentation shall be submitted by Developer to City within 60 days from each of the deadlines as shown in Exhibit "C" — Construction and Reimbursement Schedule. 10.4 Withholding Payment. 10.4.1 IF COMPLETE DOCUMENTATION IS NOT RECEIVED, CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER THIS CONTRACT. 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. In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.5 Timing of Payment. Provided that Developer submits Complete Documentation to the Director with respect to the Required Improvements in conformance with this Contract, City will reimburse Developer for eligible expenses within 30 calendar days. 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin or Complete the Required Improvements. 11.1.1 If Developer fails to begin construction of at least 1 house 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 or have failed to pass any of the inspections described in Section 6.1.1, City shall have the right to terminate this Contract effective immediately upon written notice to Developer of such intent with no penalty or liability HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation — Terrell Heights Infill Page 17 to City. City shall also be entitled to demand repayment of the HOME Funds already disbursed to Developer and enforce any of the provisions of Loan documents for default. 11.2 Failure to Submit Complete Documentation Dnrinr Construction. 11.2.1 If Developer fails to submit Complete Documentation during construction of the Required Improvements in accordance with Exhibit "C" — Construction and Reimbursement Schedule, or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or the HOME Regulations as determined by City in its sole discretion, City will notify Developer in writing and Developer will have 15 calendar days from the date of City's 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 to Developer 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 missing or otherwise 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 in its sole discretion, City will notify Developer in writing of such default and Developer will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If Developer fails to cure the default within such time, Developer shall forfeit any payments otherwise due under such Reimbursement Request. If such failure to resubmit such Reimbursement Request continues for an additional 15 days (a total of 30 days), City shall have the right to 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. 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 to Developer 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 Request, report or other documentation is missing, past due or is 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 18 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, 11.3 Failure to Sell Required Improvements. Developer must notify City in writing if Developer fails to sell any of the houses to HOME Eligible Buyers within 4 months of Completion as described in Section 5.7. Developer must notify City in writing no later than 5 months after Completion which of the following options Developer plans to elect if a house will not be sold to a HOME Eligible Buyer within 6 months of Completion: 11.3.1 Convert the house to a rental unit as described in 24 CFR Part 92.252. Developer will be responsible for maintenance and management of the rental house. If Developer selects this option, City will enter into a separate agreement with Developer setting forth the HOME requirements applicable for HOME rental units; or 11.3.2 Repay City all HOME Funds provided to Developer under this Contract for the unsold house within 30 days of notifying the City of this option. If Developer selects this option, this Contract may be terminated at City's sole election. 11.4 Failure to Maintain or Submit Required Reports and Documentation. 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 in its sole discretion, City will notify Developer in writing and Developer will have 15 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 11.4, 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. 11.5 In General. 11.5.1 Subject to Sections 11.1, 11.2, 11.3 and 11.4, and unless specifically provided otherwise in this Contract, Developer shall be in default under this Contract if Developer breaches any term or condition of this Contract. In the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be specified herein), or if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by both Parties mutually and HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 19 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 under this Contract or the Loan Documents. 11.5.2 In the event of termination under this Section 11.5, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. 11.6 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. 11.7 No Compensation After Date of Termination. Developer shall not receive any HOME Funds for work undertaken after the date of termination. 11.8 Rights of City Not Affected. Termination shall not affect or terminate any of the existing rights of City against Developer, or which may thereafter accrue because of such default, and this provision shall be in addition to any and all other rights and remedies available to City under the law and Loan Documents including, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terms of the Contract. Such termination does not terminate any applicable provisions of this Contract that have been expressly noted as surviving the term or termination of this Contract. 11.9 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a default or 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. 11.10 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. 11.11 Termination for Cause. 11.11.1 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 20 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. 11.11.2 Developer may terminate this Contract if City does not provide the HOME Funds substantially in accordance with this Contract. 11.12 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: 11.12.1 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 11.12.2 By Developer upon at least 30 days written notice 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 in its sole discretion that the remaining portion of the Contract to be performed or HOME Funds to be spent will not accomplish the purposes for which the Contract was made City may terminate the Contract in its entirety. 11.13 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, 11.14 Reversion of Assets. In the event this Contract is terminated with or without cause, all assets acquired with HOME Funds used in the development of the Required Improvements including but not limited to plans, drawings, surveys, renderings, construction documents and any other real or personal property owned by Developer that was acquired or improved with HOME Funds shall belong to City and shall automatically transfer to City or to such assignees as City may designate. 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 the 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, whether or not repayment of all or any portion of the HOME Funds to HUD is required of City, Developer agrees it will pay City 10% of the HOME Funds HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 21 as liquidated damages. The Parties agree that City's damages in the event of either repayment to HUD being required or receiving a finding from HUD are uncertain and would be difficult to ascertain and may include an impact on City's HOME grant or other Federal grant funds, in addition to a finding by HUD or a repayment of funds to HUD by City. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to City is liquidated damages and not a penalty. 13. MATERIAL OWNERSHIP CHANGE. 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 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, tenants, licensees or invitees. 14.3 Developer Property. City shall under no circumstances be responsible for any property belonging to Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, 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 SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 22 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 buyers 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 government by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by Federal law, the choice of law shall be the laws of the State of Texas. 14.7 Severability. The provisions of this Contract are severable, and, if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be invalid by a court or Federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 14.8 Written Agreement Entire Agreement. This written instrument and the Exhibits, Attachments and Addendums attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitutes the entire agreement by the Parties hereto concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement, which purports to vary the terms of this Contract, shall be void. Any amendments to the terms of this Contract must be in writing and must be executed by the Parties. 14.9 Paragraph Headings for Reference Only, No Legal Significance; Number and Gender. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine. The words "include" and "including" whenever used herein shall be deemed to be followed by the words "without limitation". 14.10 Compliance With All Applicable Laws and Regulations. Developer agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the performance of this Contract. Those laws include, but are not limited to: HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 23 ➢ HOME Investment Partnership Act as set out above ➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including provisions requiring recipients of Federal assistance to ensure meaningful access by person of limited English proficiency ➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.) ➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 ➢ The Age Discrimination in Employment of 1967 ➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) ➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA") ➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24 CFR Part 8 where applicable ➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58. ➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 24 (40 U.S.C. 327A 300) as supplemented by 29 CFR Part5 ➢ 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 come persons, particularly persons who are recipients of HUD assistance for housing. R. 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 cinder 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 25 qualifications for each; and the name and location of file person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The contractor agrees that it will include this Section 3 clause in every subcontract to comply with regulation in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. E. The contractor will certify that any vacant employment positions, including training positions that are filed: (1) after the contractor is selected but before the contract is executed, and (2) with persons other Phan 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 bzdian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 79b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). " Section to be quoted in covered contracts ends. 14.11.2 Developer Responsibilities for Section 3 Requirements. City and Developer understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall be a condition of the Federal financial assistance provided to the project binding upon City and Developer, and their respective successors, assigns, contractors and subcontractors. Failure to fulfill these requirements shall subject Developer and its contractors and subcontractors and their respective successors and assigns to those sanctions specified by the grant agreement through which Federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135. In order to comply with the Section 3 requirements, Developer must submit the forms attached hereto as Exhibit "I" - Section 3 Reporting Forms. Developer's responsibilities include: 14.11.2.1 Implementing procedures to notify Section 3 residents HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-I3 Fort Worth Housing Finance Corporation — Terrell Heights Infill Page 26 and business concerns about training, employment, and contracting opportunities generated by Section 3 covered assistance; 14.11.2.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; 14.11.2.3 Facilitating the training and employment of Section 3 residents and the award of contracts to Section 3 business concerns; 14.11.2.4 Assisting and actively cooperating with the HED Department in making contractors and subcontractors comply; 14.11.2.5 Refraining from entering into contracts with contractors that are in violation of Section 3 regulations; 14.11.2.E Documenting actions taken to comply with Section 3; and 14.11.2.7 Submitting Section 3 Annual Summary Reports (form HUD-60002) in accordance with 24 CFR Part 135.90. 14.11.3 Section 3 Reporting Requirements. In order to comply with the Section 3 requirements, Developer must submit the forms attached hereto as Exhibit "I" - Section 3 Reporting Forms and take the following actions. 14.11.2.1 Report to the City on a quarterly basis all applicants for employment, and all applicants for employment by contractors and any subcontractors. This shall include name, address, zip code, date of application, and status (hired/not-hired) as of the date of the report. 14.11.2.2 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. 14.11.2.3 Report to the City on a quarterly basis all contracts awarded by contractors and any subcontractors. This shall include name of contractor and/or subcontractor, address, zip code, and amount of award as of the date of the report. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 27 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, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will Developer permit its officers, members, agents, employees, vendors or project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to the ordinances codified at 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, vendors and contractors, have fully complied with all provisions of same and that no employee, or applicant for employment has been discriminated against under the terms of such ordinances by either or its officers, members, agents, employees, vendors or contractors. 14.12.2 No Discrimination in Employment during the Performance of this Contract. During the performance of this Contract Developer agrees to the following provision, and will require that its contractors, subcontractors and vendors also comply with such provision by including it in all contracts with its contractors, subcontractors or vendors: (Contractor's, Subcontractor's or Vendor's Namel will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. Contractor's, Subcontractor's or Vendor's Name] will take affirmative action to ensure that applicants are hired without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (Contractor's Subcontractor's or Vendor's Name] agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. _jContractor's, Subcontractor's or Vendor's Namel will, in all solicitations or advertisements for employees placed by or on behalf of (Contractor's, Subcontractor's HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 28 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 Name] covenants that neither it nor any of its officers, members, agents, employees, or contractors, while engaged in performing this Contract, shall, in connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age or because of any disability or perceived disability, except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement. (Contractor's, Subcontractor's or Vendor's Namel _further covenants that neither it nor its officers, members, agents, employees, contractors, or persons acting on their behalf, shall specify, in solicitations or advertisements for employees to work on this Contract, a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification, retirement plan or statutory requirement. 14.12.3 Developer's Contractors and ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Developer warrants that it and any of its contractors will not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Developer or any of its contractors. DEVELOPER WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS OR SUBCONTRACTORS AGAINST CITY ARISING OUT OF DEVELOPER'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS' AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOV&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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev IO-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 29 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 affirms that it will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. 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 information for HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 30 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 Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required by City. Developer agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or larger, and will further require all persons or entities with which it so contracts to comply with said ordinance. 14.15.2 It is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of supplies, equipment, construction and services. 14.16 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 sale of the Required Improvements, prior to any charges being incurred. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 31 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 Developer's obligation regardless of the extent of any existing Force Majeure Event. Developer will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 14.20 Survival. Any provision of this Contract that pertains to HOME Requirements, auditing, monitoring, homebuyer income eligibility, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to the Federal System Award Management, or any other HOME Program requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Contract for 5 years after the termination date 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 HIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, AND DEVELOPER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER 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, HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 32 WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH. DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE, 16. WAIVER OF IMMUNITY BY DEVELOPER. If Developer, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, Developer hereby expressly waives its rights to plead defensively such immunity or exemption as against City. This Section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. 17. INSURANCE AND BONDING. Developer will maintain coverage in the form of insurance or bond in the amount of $988,870.00 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 33 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 10 days after the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. If City has not received such certificates as set forth herein, Developer shall be in default of the Contract and City may at its option, terminate the Contract. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thereof. Commercial General Liabili (t�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 availaty 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 34 Such insurance amounts shall be revised upward at Citys 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. Any failure on part of City to request certificates) 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 maybe 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 35 18. CERTIFICATION REGARDING LOBBYING. 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 Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this Contract was made or entered into. Submission of this certificate is a prerequisite for making or entering into this Contract imposed by 31 U.S.C. Section 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. Developer shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of Federal funds. 19. LITIGATION AND CLAIMS. Developer shall give City immediate notice in writing of any action, including any proceeding before an administrative agency, filed against Developer in conjunction with this Contract or the project. Developer shall furnish immediately to City copies of all pertinent papers received by Developer with respect to such action or claim. Developer shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law. 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 (ii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-2143 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 36 citY: City Attorney's Office 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Vicki S. Ganske Telephone: 817-3 92-776 5 Copy to: Housing and Economic Development Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Assistant Director Telephone: 817-3 92-7540 Copy to: Housing and Economic Development Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Leticia Rodriguez, Project Coordinator Telephone: 817-3 92-7319 Developer: Fort Worth Housing Finance Corporation 1000 Throckmorton Street Fort Worth, TX 76102 Attn: Jesus Chapa, Assistant General Manager Telephone: 817-3 92-7540 21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT. Developer represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Contract and to perform the responsibilities herein required. 22. COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument which may be sufficiently evidenced by one counterpart. [SIGNATURES APPEAR ON NEXT PAGE] HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 37 City 5ec�eYXiiy M&C C-23887 M&C C-24444 VED AS WHEREOF, the Parties have executed 4 duplicate originals ve-qn the last date indicated below the Parties' signatures. Dated 11/3/2009 Dated 9/14/2010 of CITY OF FORT WORTH Fernando Costa, Assistant City Manager Date: /pIZS43 AND LEGALITY: Ganske, Senior Assistant City Attorney FORT WORTH HOUSING FINANCE CORPORATION, a Texas housing finance corporation Jesus Chapa, Assistant Veneral Manager Date: /D�a �sJi 3 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on �(�7��;�LQ�/o� , 2013 by Fernando Costa, Assistant City Manager of the Fity of Fort Wort on behalf the City of Fort Worth. EVONIA DANIELS Notary Public, State of Texas My Commission Expires July 10, 2017 STATE OF TEXAS § COUNTY OF TARRANT § otary Public, State of Texas This instrument was acknowledged before Jesus Chapa, Assistant General Manager of the Fort Worth Housing Finance Corporation, a Texas housing finance corporation, on behalf of said corporation. Q Notary Public, S MnrnE �. SAWDERS Icy roh+�+ISSION EXPIRES March 17, 2014 HOME DEVELOPER SINGLE FAMILY CONTRACT Fort Worth Housing Finance Corporation —Terrell Heights Infill Texas EXHIBITS: Exhibit "A" —Project Summary Exhibit 11A-1" — HUD Income Limits Exhibit "A-2" — Environmental Mitigation Action Exhibit "B" — Budget Exhibit "C" — Construction and Reimbursement Schedule Exhibit "D" —Audit Requirements Exhibit "E" — Loan Documents Exhibit "F" —Reimbursement Forms Exhibit "G" — HOME Compliance Report (Multi -Family) Exhibit "H" — Davis -Bacon Requirements - Federal Labor Standards Provisions Exhibit "I" — Section 3 Reporting Forms HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 10-21-13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 39 FORT WORTH HOUSING FINANCE CORPORATION DESCRIPTION: Capitalized terms not defined herein shall have meanings assigned to them in the Contract. The Developer will use HOME Funds to acquire single family lots and construct up to 10 single family houses in the Terrell Heights neighborhood, a part of the City's Historic Southside neighborhood. The houses will be located on lots commonly now known as 926, 929, and 967 Humbolt Street, 921, 929, 969, and 978 Pulaski Street, 918 and 926 Dashwood Street, and 1000 E Terrell Avenue, Fort Worth, TX 76104. The houses will be either three-bedroom/two-bath and/or four-bedroom/two-bath units ranging in size from approximately 1,200 to 2,000 square feet. Each house will have a garage. Developer will be entitled to make Reimbursement Requests as defined in the Contract until 30 days after the Completion Deadline. In consideration for HOME Funds provided through this Contract, Developer agrees provide the following information and to meet the following requirements: • The houses will be built in 3 phases in accordance with Exhibit "C". • The houses must be sold to HOME Eligible Buyers within 6 months of Completion. • Houses not sold to HOME Eligible Buyers within 6 months of Completion must become HOME -eligible rental property or Developer must repay the HOME Funds to City. • Buyers must meet all HOME Program requirements including applying for and receiving at least $1,000 in down payment and/or closing cost assistance from the City's Homebuyer Assistance Program and must occupy the house as their principal residence for 5 years. 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 the Historic Southside neighborhood of Fort Worth. PROJECT OBJECTIVES: The project will provide up to 10 new single-family houses each of which will be affordable to households earning at or below 80% of AMI. HOME DEVELOPER SINGLE FAMILY CONTRACT —Exhibits Fort Worth Housing Finance Corporation —Terrell Heights Infll Page 1 EXHIBIT "A-1" nu -"I C"1vMLIMITS FORT WORTH HOUSING FINANCE CORPORATION 2013 Median Family Income —Fort Worth/Arlington, TX* 1 Person 2 Persons 3 Persons 4 Persons 5 Persons 6 Persons 7 Persons 8 Persons 30%AMI $135850 $155800 $17,800 $199750 $215350 $22,950 $245500 $265100 50% AMI $239050 $265350 $2%650 $329900 $355550 $38,200 $405800 $435450 80%AMI $369900 $421150 $47,400 $529650 $565900 $61J00 $655300 $69,500 *Income limits are published at least annually by HUD. Developer must use the most current HUD income limits in determining whether buyers meet HUD guidelines. HOME DEVELOPER SINGLE FAMILY CONTRACT —Exhibits Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 2 EXHIBIT "A-Z ENVIRONMENTAL MITIGATION ACTION FORT WORTH HOUSING FINANCE CORPORATION NOT APPLICABLE HOME DEVELOPER SINGLE FAMILY CONTRACT —Exhibits Fort Worth Housing Finance Corporation —Terrell Heights Inf;ll Page 3 EXHIBIT VOW BUDGET FORT WORTH HOUSING FINANCE CORPORATION SOURCES AND USES Development Name: TERRELL HEIGHTS SINGLE FAMILY INFILL DEVELOPMENT Priority of Deferred or Forgivable Source # Funding Description Lien Loan Financing Participants Local Government Loan or 1 $988,870.00 City of Fort Worth Grant HOME TOTAL SOURCES $9881870.00 OF FUNDS TOTAL USES OF $98&870 FUNDS HOME Funds Budget PHASE I: Pre -Development Soft Costs $98,170.00 PHASE 3 Houses II: Acquisition and Construction of up to $4455350.00* PHASE 3 Houses III: Acquisition and Construction of up to $4459350.00* PHASE 4 Houses IV: Acquisition and Construction of up to $TBD** TOTAL $988,870*00 * During PHASES II, III, and IV, the City will withhold $5,000 of the HOME Funds on each construction contract until the City verifies all the buyers are HOME Eligible Buyers. These costs will be associated with Hard Construction Costs and/or Final Punch List. ** Any remaining HOME fund balances and Sales Proceeds from PHASE II and III will be used for the purposes of completing the additional single family homes in PHASE IV. HOME DEVELOPER SINGLE FAMILY CONTRACT —Exhibits Fort Worth Housing Finance Corporation —Terrell Heights Infill _ o c o 0 0 0 0 0 0 0 0 4E,Oq00 ri ; M 69 64 O C� ON d m • 69 64 rs a� Q� bq o > a bb o w o O y � .o C U �-' w A N a Q Obb O C O� tO u•Pao W w c _ o a p. bD r° `�' in"3 bbQ .0 U H U 0�� 5 a) 0 o '� U �aa,a¢a �; �wcis a ov��ww a ■ ■ ■ ■ ■ c O o pm o o U p, en o 0 NcnEn H ~ O O I� 0 W A rWi1 ; 0 a a¢ O M O O O O 6F3 ff? 69 GO) N r.n y Ski ^4 ro u y ° r� (1) cd ° o .� c U A N Q xi m 0 0 b, OO bi) co O ' r.s a .� o cn s� °�. o -c tb ma x ° Q o �� w �� x tw � PC � cd O � � p O U �% •� � +' � "d O O � � .� 64 .fir O Ell Qj Jjo En cn Wcda� O o e,-t .a a 64� W ° E•+ W o cn H ° o U u M MAge r/1 � W•�4. C� .PME( *00 �I O y o y � O G EA rZ Q � W � QI 4 •un 0 �,..t' x W A ow bj) m ow �. IWO ocd o �, 10 UD o O 49 V� o po � ram., o x W co ' o o C� m .a 3 v cd U cd cl o x o o o ;m( Q. FENNO PMNM4 a) � o o ;+•+ � cl . � o o o y a� W o oLAOo 6 9 U EEq °Oo +� .Q ICI O � w a Urn � w o u w v A•a 6�? xLM kn w TOM( N OngONO FUG 0 W C o oox � w� EXHIBIT "D" AUDIT REQUIREMENTS FORT WORTH HOUSING FINANCE CORPORATION CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT AUDIT REQUIREMENTS Organizations expending $500,000 or more in federal awards (from City of Fort Worth and other funding sources) during their fiscal years shall obtain either an annual single audit or a program specific audit. Organizations may have a program specific audit in accordance with OMB Circular A433, or other standard set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the Catalog of Federal Domestic Assistance (CFDA). If funds are spent for more than one federal program, a single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort Worth's funding period. The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit by the appropriate regulatory body. The CPA shall meet all of the general standards concerning qualifications, independence, due professional care and quality control as required by Government Auditing Standards, including the requirements for continuing professional education and external peer reviews. Auditor selection must adhere to federal procurement requirements. A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City A Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the CFDA number (OMB A-133 § .310). The independent auditor's report should include all of the relevant items listed on the "Audit Report Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance of the following publications: Governme�at Auditing Standards issued by the Comptroller General of the United States, 2003 OMB Circular A-133 as revised 6/30/97 and amended June 2003 OMB Circular A-133 Compliance Supplement AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not -for -Profit Organizations Receiving Federal Awards" Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations AICPA's Audit Risk Alert "State and Local Governmental Developments" Government Auditing Standards by the Texas Department of Housing and Community Affairs for Properties Receiving Low Income Housing Tax Credits All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form which certifies whether you are subject to a single/program audit. Organizations receiving federal awards from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency. The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within 60 days of the end of the organization's fiscal year in the year that the project was completed. The following items should be submitted to the City of Fort Worth Housing and Economic Development Department within the required timeframe: HOME DEVELOPER SINGLE FAMILY CONTRACT —Exhibits Fort Worth Housing Finance Corporation — Terrell Heights Infill Due ou (iays after organization 's fiscal year end in the year that the project was completed: (required for all subrecipients) Completed Audit Certification Form Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit period. Two copies of the entire audit report issued by the CPA Two copies of any management letter issued by the CPA in conjunction with the audit report Two copies of management's comments on all findings, recommendations, & questioned costs contained in the audit report and management letter, including a detailed corrective action plan Failure to submit any of these items by the required due date may result in holds on current draw requests, suspension of the organization's contract(s) and eligibility for future funding. If the organization does not meet the requirements of having a single/program audit conducted, records must still be kept available for review or audit by City of Fort Worth staff (OMB A433 Subpart B Sec 200(d). If additional information is needed concerning the audit requirements, please call (817) 392-6141. HOME DEVELOPER SINGLE FAMILY CONTRACT —Exhibits Fort Worth Housing Finance Corporation —Terrell Heights Infill CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT SINGLE AUDIT REPORT CHECKLIST The Department developed this checklist to help organizations improve the quality and completeness of audit reports. General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial Statements in accordance with Government Auditing Standards Notes to the General Purpose or Basic Financial Statements of the Organization A Schedule of Expenditures of Federal Awards, including the Department's contract numbers, the total expended for the federal program, and the CFDA number (OMB A-133 Subpart C Sec 310). Opinion/Report on Schedule of Expenditures of Federal and State Awards Report on Compliance and on Internals Control Over Financial Reporting_Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards. (OMB A-133 § 505 (b)) Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over Compliance in Accordance with OMB Circular A433. (OMB A433 § 505 (c)) Schedule of Findings and Questioned Costs (OMB A-133 §. SOSd), including: Summary Schedule of Prior Audit Findings reporting the status of all findings included in the prior audit's schedule of findings and questioned costs. (OMB A433 Sec. 315 (a) and (b)) Corrective Action Plan including (OMB A-133 Sec. 315 (c)) name of person responsible for the corrective action, corrective action planned, anticipated completion date, and explanation and reason if auditee does not agree with findings or believes correction is not required. All reports are signed and dated by the auditor Two copies of the audit reports are submitted Two copies of the management letter, if issued in conjunction with the audit report. Two copies of comments by management concerning all findings and recommendations included in management letter, including a corrective action plan. HOME DEVELOPER SINGLE FAMILY CONTRACT —Exhibits Fort Worth Housing Finance Corporation —Terrell Heights Infill CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT Audit Certification Form Subrecipient: lDtF G/0f-/'11 i% us/n Fiscal Year Ending: % / 3 0 / a0/`f hnPi CI o(okf0 M Month Day Year We have exceeded the federal expenditure threshold of $500,000. We will have our Single Audit or jo rogram Specific Audit completed and will submit the audit report within nine (9) months after the end of the audited fiscal year. ❑ We did not exceed the $5005000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be performed this fiscal year. (Fill out schedule below) Must be filled oast if Single Audit or Program Audit is not required.• Federal Expenditure Disclosure Federal Funds Pass Through Federal Grantor Grantor Total Federal Expenditures for this Fiscal Year .1eJus GhAP� Printed Name Authorized Signature be CF6, CEO or equivalent) Program Name & Contract CFDA Number Number 0 l�ssisC�r�,er.►l �1 �Ng��/ Title (Must be CFO, CEO or equ alent) Phone Number Date Expenditures Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding. Submit this form to the City of Fort Wortla Housing and Economic Development Department within 60 days after the end of your Fiscal year• HOME DEVELOPER SINGLE FAMILY CONTRACT —Exhibits Fort Worth Housing Finance Corporation —Terrell Heights Infill EXHIBIT "E" LOAN DOCUMENTS FORT WORTH HOUSING FINANCE CORPORATION HOME DEVELOPER SINGLE FAMILY CONTRACT —Exhibits Fort Worth Housing Finance Corporation —Terrell Heights Infill NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Deed of Trust Date: Grantor: Grantor's I\ 100C Trustee: Trustee's 1V City City 1000 Fort Tarrcr Lender• Lender's M City of Fort. Worth ` Housing and Economic Development Department Attention: Assistant Director 1000 Throckmorton Street Fort Worth, Texas 76102 Tarrant County Loan Authority: finance The loan evidenced by the Note (the "Loan") and secured by this Deed of Trust Security Agreement —Financing Statement ("Deed of Trust") is being made pursuant to the HOME Investment Partnerships Program authorized under Title II DEED OF TRUST —HOME FUNDS Page 1 Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev. 10-23-13 of the Cranston -Gonzales National Affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. (the "HOME Program") and the HOME Investment Partnership Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations") with HOME funds. Obligations Note Date: October , 2013 Original Principal Amount: $988,870.00 Borrower: Fort Worth Housing Finance Lender: City of Fort Worth Terms of Payment: As provided in the N+ Maturity Date: October 2015 In addition, requirements below. Obligations of the HOME Property (including any improves All the real property describe by reference for all purposes Together with the following nature the Prt shall include compliance by Grantor with the Program more particularly described in Section F. cents): red on the attached Exhibit "A", incorporated herein fixtures, su pplies„ building materials, and other goods of every or hereafter located, used, or intended to be located or used on for development of or construction of relating to the construction of ontract rights, instruments, documents, general paper arising from or by virtue of any transactions to the Property; All permits, licenses, franchises, certificates, and other rights and ;es obtained in connection with the Property; All proceeds payable or to be payable under each policy of ce relating to the Property; and All products and proceeds of the foregoing. Notwithstanding any other provision in this Deed of Trust, the term "Property" does not include personal effects used primarily for personal, family, or household purposes. DEED OF TRUST —HOME FUNDS Page 2 Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev. 10-23-13 In addition to creating a deed -of --trust lien on the Property described, Grantor also grants to Lender a security interest in all of the above -described personal property pursuant to and to the extent permitted by the Texas Uniform Commercial Code. Prior Liens: None Other Exceptions to Conveyance and Warranty: Easements, rights -of -way, and prescriptive rights, whether of record or not; all presently recorded and validly existing recorded instruments other than conveyances of the surface fee estate that affect the Property; liens described in this Deed of Trust; and, taxes for the current year. For value received and to secure performance of the Property to Trustee in trust. Grantor warrants and; Property, subject to the Other Exceptions to Conveyancf of the Obligations including payment of the Loan, if r Aber amounts secured by this Deed of Trust and perfor: HOME Program, this Deed of Trust will have no at Grantor's expPnoP A. Grantor Grantor 1. k 2* authorize a taxi :he Obligations, Grantor conveys agrees to defend the title to the and Warranty. On performance squired by the Contract, and all nance of the requirements of the effect. and Lender will release it before delinquency, and not �perty to anyone other than 3. `defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve. the lien's priority as it is established in this Deed of Trust; 4. obey all laws, ordinances, and restrictive covenants applicable to the Property; 59 maintain all insurance coverages with respect to the Property, revenues generated by the Property, and operations on the Property that Lender reasonably requires ("Required Insurance Coverages"), issued by insurers and written on policy forms acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form acceptable to Lender at least 10 days before the expiration of the Required Insurance Coverages. DEED OF TRUST —HOME FUNDS Page 3 Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev. 10-23-13 6.. Coverages; 7. Property; keep any buildings occupied as required by the Required Insurance obey all laws, ordinances, and restrictive covenants applicable to the 8. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all prior lien notes pursuant to their respective terms and abide by or cause to be abided by all prior lien instruments; and 9. notify Lender in writing of any change of Grantor agrees not to- 1. do or permit anything to be done of Trust. B. Lender's Rights 1. Lender or Lender's mortgage servicer trustee, succeeding to all rights and responsibilities of 2. If the proceeds of the Loan are Lender is subrogated to all the rights and lien: 3. N applicable law p the Obligations or amounts payable w with respect to the order Le 4. Trust, sub obligations reasonable in its all If Grantor fails to he rate stated tin will be secured by impair the security of this Deed appoint in writing a substitute ebt secured by prior liens, any debt so paid. e terms of the Note to the contrary, and unless ants received by Lender from Grantor with respect to rust may, at Lender's discretion, be applied first to f Trust and then to amounts due and payable to Lender be applied to late charges, principal, or interest in the any of Grantor's Obligations under this Deed of prior written notice and cure period, Lender may perform those reimbursed by Grantor on demand for any amounts so paid, including 's fees,' plus interest on those amounts from the dates of payment at he Note for matured, unpaid amounts. The amount to be reimbursed s Deed of Trust. 5. If there is a default on the Obligations or if Grantor fails to perform any of Grantor's Obligations under this Deed of Trust and the default continues after any required notice of the default and the time allowed to cure, Lender may- a. declare any unpaid principal balance and earned interest on the Obligations immediately due; DEED OF TRUST —HOME FUNDS Page 4 Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev. 10-23-13 b. exercise Lender's rights with respect to rent under the Texas Property Code as then in effect; c. direct Trustee to foreclose this lien, in which case Lender or Lender's agent will cause notice of the foreclosure sale to be given as provided by the Texas Property Code as then in effect; and d. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Obligations. Notwithstanding anything to the contrary, if a under the terms of any of the Loan documents, prior to give Grantor written notice of such default. Grantor such notice is given within which to cure the default pi under the Loan documents. Notwithstanding anythir event of default occurs under the terms of any of the any remedies, Lender shall give Grantor written n( reasonably capable of being cured within 30 days, G cure prior to exercise of remedies by Lender under such that it is not reasonably capabl( about to become netary event of default occurs ising any remedies Lender shall have a ,period of 10 days after exercise of remedies by Lender he contrary, if a non -monetary Loan documents, of being cured ized to exercising 11 have such period to effect a documents. If the default is 30 days, and if Grantor (a) tly, continually, and in good ialLhave such additional time to exercise of any remedies by Lender. ing remedies if its security becomes or is ure to cure a default or the default is not t is given. Notices given to Grantor shall be in writing and delivered to the address listed above, or to such other address as Grantor designates by written notice to Lender. Each such notice or other communication shall be effective on the date of receipt when sent by U. S. Mail, postage prepaid, by certified mail, return receipt requested or by a nationally recognized overnight delivery service.' 6. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. C. Rights and Duties If directed by Lender to foreclose this lien, Trustee will- 1. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; 29 sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other DEED OF TRUST —HOME FUNDS Page 5 Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev. 10-23-13 Exceptions to Conveyance and Warranty and without representation or warranty, express or implied, by Trustee; 3. from the proceeds of the sale, pay, in this or %Wx- a. expenses of foreclosure, including a reasonable commission to Trustee; b. to Lender, the full amount of principal, interest, reasonable attorney's fees, and other charges due and unpaid; c. any amounts required by law to be paid before payment to Grantor; d. to Grantor, any balance; and, indemnified, held harmless, and' defe expenses, and liabilities incurred by Trustee for acting i the trust created by this Deed of Trust. which includes'`E reasonable attorney's fees, incurred 1 intaken against Trustee in that capacity. D. General Provisions 1. If anv of the Property is immediately surrei become a tenant at 2. Recitals in any be true, absent evidence to the by Lender against all costs, execution or enforcement of art and other costs, including >f any action or proceeding under this Deed of Trust, Grantor must to the purchaser. If Grantor fails to do so, Grantor will e purchaser, subject to an action for forcible detainer. s deed conveying the Property will be presumed to 3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Obligations is extended or part of the Property is released, unless a subordination agreement is executed by the Lender. 5. If any portion of the Obligations cannot be lawfully secured by this Deed of Trust, payments will be applied first to discharge that portion. 6. Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred, including reasonable attorney's fees and DEED OF TRUST —HOME FUNDS Page 6 Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev. 10-23-13 court . and other costs, Lender will either release any remaining amounts to Grantor. or apply such amounts to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or known threatened proceedings for condemnation of all or part of the Property. Notwithstanding the above, in the event of any fire or other casualty to the Property or eminent domain proceedings resulting in condemnation of the Property or any part thereof, Grantor shall have the right to rebuild the Property, and to use all available insurance or condemnation proceeds therefore, provided that (a) such proceeds are sufficient to keep the Obligations in balance and rebuild the Property in a manner that provides adequate security to Lender for repayment or performance of the Obligations or if such proceeds are insufficient then Grantor shall have funded any deficiency, (b) subject to the rights of senior lien holders, Lender shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement, and (c) no material default then exists under the Loan documents other than attributable to casualty or condemnation. If the casualty or condemnation affects only part of the Property and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Obligations in a manner that provides adequate security to Lender for repayment of the remaining balance of the Obligations, and any excess proceeds shall be paid to Grantor. 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents, Grantor will apply` all rent and other income and receipts to payment of the Obligations and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in payment or performance of the Obligations or performance of this Deed of Trust, subject to the rights of senior lien holders, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent_ may rent the Property and collect all rent and other income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph as required by the Texas Property Code then in effect. Lender is not required to act under this paragraph, and acting under this paragraph does not waive any of Lender's other rights or remedies. 8. Interest on the debt secured by this Deed of Trust will not exceed the maximum amount of non -usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be DEED OF TRUST —HOME FUNDS Page 7 Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev. 10-23-13 credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 9. In no event may this Deed of Trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns and.;... pronouns include the plural. 11. The term Note includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. 12. Grantor agrees to (a) keep at Grantor Lender may approve, accounts and records reflecting copies of all written contracts, leases, and other instrl prepare financial accounting records in compliance with principles consistently applied; and (c), at I time to time, permit Lender to examine a contracts, leases, and other instruments at any 13. Gran internally prepared prepared in accorc applied, in detail re correct by the chic 14. if Lender comply with legal reimburse Lender reimburse Lender failure is a default dress, or such other place as operation of the Property and is that affect the Property; (b) ;enerally accepted accounting ;st on reasonable notice from Dies of such books, records, ver to Lender,. at Lender's request from time to time, rents of Grantor and any guarantor of the Note rally accepted accounting principles consistently tory to Lender and certified to be materially true and �r of Grantor or its certified public accountant, as orders an appraisal of the Property while a default exists or to ernents affecting Lender, Grantor, at Lender's request, agrees to e reasonable cost of any such appraisal. If Grantor fails to y such appraisal within 20 days of Lender's written request, that this Deed of Trust. 15. Grantor agrees to allow Lender or Lender's agents to enter the Property during regular business hours upon at least 48 hours prior notice and inspect it and any personal property in which Lender is granted a security interest by this Deed of Trust. 16. Grantor may not sell, transfer, or otherwise dispose of any Property, whether voluntarily or by operation of law, except for condemnation or to obtain utility easements, without the prior written consent of Lender. If granted, consent may be DEED OF TRUST —HOME FUNDS Page 8 Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev. 10-23-13 conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and management ability being satisfactory to Lenders and (b) the grantee's executing, before such sale, transfer, or other disposition, a written assumption agreement containing any terms Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust , or any other instruments evidencing or securing the Obligations. Grantor may not cause or permit any Property to be security interests, or encumbrances other than the liens secw liens securing ad valorem taxes not yet due and payable an! without the prior written consent of Lender. If granted, consei Grantor's executing, before granting such lien, a writtei containing any terms Lender may require, Obligations, an increase in the rate of interest approval fee, or any other modification of tl instruments evidencing or securing the Obligal mbered by any liens, 1e Obligation and the Permitted Exceptions be conditioned upon a principal , e �n agreement Grantor may not grant any..,. lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust without the prior written consent of Lender If granted, consent for loans and documents may be conditioned upon the Subordinate Instrument's containing express ;covenants to the effect that - a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust; b. if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument, no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender, and that consent, if granted, may be conditioned in any manner Lender determines; c. rents, if collected by or for the holder of the Subordinate Instrument, will be applied first to the payment of the Obligations then due and to expenses incurredin the ownership, operation, and maintenance of the Property in any order Lender may determine, before being applied to any indebtedness secured by the Subordinate Instrument; d. written notice of default under the Subordinate Instrument and written notice of the commencement of any action to foreclose or otherwise enforce the Subordinate Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement; and DEED OF TRUST —HOME FUNDS Page 9 Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev. 10-23-13 e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligations and this Deed of Trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument. Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company, or the sale, pledge, encumbrance, or assignment of any of its membership interests, other than an assignment to a senior lien holder or to the Investor Member; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, or (3) except for a limited partnership interest in a low income housing project, the withdrawal from or admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon, (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender; and (b) the execution, before such event, by the person succeeding to the interest of Grantor in the Property or ownership; interest in Grantor (or security interest in such ownership) of a written modification or assumption agreement containing such terms as Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencinz or securing the Obligations. 17. Grantor agrees not to ,...grant any future lien or security interest in the Property or to permit any future junior encumbrance to be recorded or any existing or future claim to otherwise become an encumbrance against the Property. If an involuntary encumbranceis filed against the Property, Grantor agrees, within 30 days of actual notice, to either remove the involuntary encumbrance or insure against it or provide a bond acceptable to Lender against the involuntary encumbrance. 18. This Deed of Trust binds, benefits, and may be enforced by the successors in interest of all parties. 19. If Grantor and Borrower are not the same person, the term Grantor includes Borrower. 20. Except as may be specifically stated in this Deed of Trust or the Note, Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for DEED OF TRUST —HOME FUNDS Page 10 Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev. 10-23-13 payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. 21. Grantor agrees to pay reasonable attorneys fees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney for enforcement. 22. If any provision of this Deed of Trust is determined to be invalid or unenforceable, the validity or enforceability of any other provision will not be affected. 23. The term Lender includes any mortgage servicer'for Lender. 24. Grantor represents that this Deed of Trust and the Note are given for the following purposes: Grantor expressly acknowledges a vendor's lien the Note secured by this Deed of Trust, whicl Lender at Grantor's request. This Deed of Trust and the two liens and the rights created by this Lender may elect to enforce either of the liens w enforce both. E. Construction 1. This Section 9.334 of tFi interests created and Secretary _Contract No. requires the Note and Contract will be indebt( Trust, and such advance: of Trust is a the Property for resents funds advanced by not waive the vendor's lien, ;d of Trust are cumulative. zt waiving the other or may mortgage" within the meaning of Business and Commerce Code. The liens and security by this Deed of Trust secure an obligation id fo ncurrer the of improvements' on land. to comply with the terms, covenants and conditions of City _ between Grantor and Lender (the "Contract") which Deed of Trust. All advances made by Lender under the ;s of Grantor secured by the liens created by this Deed of conditioned as provided in the Contract. 3. All amounts disbursed by Lender before completion of the improvements to protect the security of this Deed of Trust up to the principal amount of the Note will be treated as disbursements under the Contract. All such amounts will bear interest from the date of disbursement at the rate stated in the Note, unless collections from Grantor of interest at that rate would be contrary to applicable law, in which event such amounts will bear interest at the rate stated in the Note for matured, unpaid amounts and will be payable on notice from Lender to Grantor requesting payment. 4. From time to time as Lender deems reasonably necessary to protect Lender's interests, Grantor will, on request of Lender, execute and deliver to Lender, in DEED OF TRUST —HOME FUNDS Page 11 Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev. 10-23-13 such form as Lender directs but subject to the rights of any senior lien holders, assignments of any and all rights or claims that relate to the construction of improvements on the Property. 5. In case of breach by Grantor of the terms, covenants and conditions of the Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or without entry on the Property, may (a) invoke any of the rights or remedies provided in the Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies provided in this Deed of Trust, or (c) do both. F. THIS CONVEYANCE IS MADE AND A FOLLOWING CONDITIONS AND RESTRICTI The Note secured by this Deed of Trust is the l between Grantor and Lender and has been executed with its terms. The funds advanced by Lender are H requires that the Required Improvements constructed Property (the "houses") must be sold to HOME Eligil the HOME Regulations, all as more particularly des Obligations described in the Contract evidenced by Deed of Trust will be in default if the houses are not s as more particularly described in the Contract. This Deed of terms of the Contra forth therein and wit performance of Gr: HO the SUBJECT TO THE Tote required in the Contract and delivered in accordance VIE funds and ithe Contract ith the HOME funds on the Buyers in accordance with ibed in the Contract. The Note and secured by this 1 to HOME Eligible Buyers also been .executed and delivered pursuant to the r agrees to perform each and every obligation set t a default to occur thereunder. Any default in the gations under the terms of the Contract or the ;ulations shall be deemed a default in the terms of any remedies provided herein for default. PAGES IMMEDIATELY FOLLOW] DEED OF TRUST —HOME FUNDS Fort Worth Housing Finance Corporation —Terrell Heights Infill Page 12 Rev. 10-23-13 THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. FORT WORTH HOUSING FINANCE CORPORATION, a Texas housing finance corporation STATE OF TEXAS COUNTY OF TARRANT By: r� This instrument was acknowledged bef Jesus J. Chapa, the Assistant Manager c Texas housing finance corporation, on b AFTER City of I Attention• V 1000 Throch Fort Worth, Worth '; �y's Office icki S. Ga 761 TO: Jesus J. Public, Manager 2013 by Housing Finance Corporation, a of Texas DEED OF TRUST —HOME FUNDS Page 13 Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev. 10-23-13 926 E HUMBOLT STREET Exhibit "A" Legal Description of Property TRACT I: Lot 375 Block 2, MCANULTY AND NESBITT SUBDIVISION, EVANS SOUTH ADDITION to the City of Fort Worth, TARRANT County, Texas, according to the plat thereof recorded in Volume 63, Page 7, Plat Records, Tarrant County, Texas. 929 E HUMBOLT STREET TRACT II: Lot 23, Block 2, MCANULTY &NESBITT, Subdivision of an Addition to the City of Fort Worth, TARRANT County, Z thereof recorded in Volume 63, Page 7, Plat Records, Tarranr 967 E HUMBOLT STREET TRACT Lot 18, of McAnulty & Nesbitt's Subdivision of Bloc addition to the City of Fort Worth, Tarrant County, 'I in Volume 63, Page 7, Plat Records, Tarrant County, 921 E Pulaski Street The East 50 feet of Lot 2, in Block 4, Fort Worth, Tarrant 83, Plat Records, T� 929 E Pulaski Street The Middle 1/3 of the S Evans South Addition, to the plat 969 E PULASK Lot 115 Block 4 Texas, Texas. 2, 'VANS ADDITION, III: 2, Evans South Texas. to the to the plat an recorded ition, anaddition ' to the City of it recorded in Volume 36, Page TRACT V: Lot 5, Block 4, A. Kruse Subdivision of Block A, to the City of Fort Worth, Tarrant County, Texas, 36 Page 83, Plat Records, Tarrant County, TRACT VL• 'LERS SUBDIVISION of Lots 7, 8 and 9, Block 4, Evans South Addition, an Addition to the City of Fort Worth, TARRANT County, Texas, according to the plat thereof recorded in Volume 204, Page 48, Plat Records, Tarrant County, Texas. 978 E PULASKI STREET TRACT VII: Lot 15, Block 4, GUERTLERS SUBDIVISION, an Addition to the City of Fort Worth, TARRANT County, Texas, according to the plat thereof recorded in Volume 204, Page 48, Plat Records, Tarrant County, Texas. 1000 E TERRELL AVENUE TRACT VIII: DEED OF TRUST —HOME FUNDS Page 14 Fort Worth Housing Finance Corporation —Terrell Heights Infill Rev. 10-23-13 Lot 1, Block 1, FORBES AND TEAS SUBDIVISION of Blocks 1 and 3 of Zabriskas Addition, an Addition to the City of Fort Worth, TARRANT County, Texas, according to the plat thereof recorded in Volume 310, Page 37, Plat Records, Tarrant County, Texas. 918 E DASHWOOD STREET TRACT IX: West 50 feet of the East 100 feet Lot 1, Block 4, A. Kruse Subdivision of Evans South, an addition to the City of Fort Worth, Tarrant County, Texas, according to the map or plat thereof recorded in Volume 36, Page 83, Plat Records, Tarrant County, Texas, 926 E DASHWOOD STREET TRACT X: West 49 feet of the East 2/3 of the North 1/2 of Lot 5, (KRAUSE) ADDITION, an Addition to the City of F( Texas, according to the map or plat thereof recorded Records of TARRANT County, Texas. DEED OF TRUST —HOME FUNDS Fort Worth Housing Finance Corporation —Terrell Heights Infili orth, ANS SOUTH TARRANT County, 36, Page,83, of the Plat Page 15 Rev. 10-23-13 PROMISSORY NOTE HOME Funds Date: October , 2013 Borrower: Fort Worth Housing Finance Corporation, a Texas housing finance corporation Borrower's Mailing Address: 1000 Throckmorton St, Fort Worth, Tarrant Lender: City of Fort Worth, Texas, a Texas munici Place for Payment: C/O Director of Housing and 1000 Throckmorton St. Fort Worth, Tarrant County,' or at any other place that Len Principal Amount: NINE HUNDRED Loan Authority: The loan evidenced Partnerships Affordable I Program") Cr amended, 24 Annual Maturity Date: Annual Interest Rate on Terms of F The the Maturity this Note 02 designate in writing 76102 EIGHTY` -EIGHT THOUSAND EIGHT AND NO/100 DOLLARS ($988,870.00) Ie pursuant to the HOME Investment II A the Cranston -Gonzalez National 1990, as`' amended, 42 USC 12701 et seq. ("HOME Investment Partnerships Program Final Rule, as re 7. (the "HOME Regulations") with HOME funds. Percent (0%) Unpaid Amounts: Six Percent (6%) and interest): unt and any accrued, unpaid interest will be payable in full on under the terms and conditions as provided in the Contract. Any payment will be applied first to accrued interest and the remainder to the reduction of the Principal Amount. This Note is the Note required in City Secretary Contract No. between Borrower and Lender and has been executed and delivered in accordance with that contract (the "Contract"). The funds advanced by Lender are HOME funds and the Contract requires that the Required Improvements constructed with the HOME funds on the Property (the "houses"), must be sold to HOME Eligible Buyers in accordance with the HOME Regulations, all as more particularly PROMISSORY NOTE —HOME FUNDS Page 1 Fort Worth Housing Finance Corporation -Terrell Heights Infill rev 10-23-13 described in the Contract. The Loan evidenced by this IN will be in default if the houses are not sold to HOME Eligible Buyers as more particularly described in the Contract and in the event of such default, Lender may invoke any remedies for default provided in the Contract or the Deed of Trust. Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske or Leann Guzman, Trustee, which covers the following real property: All the real property described on the attached Exhibit "A", incorporated herein by reference for all purposes (the "Property"), Other Security for Payment: As set forth in the Contract. Borrower promises to pay to the order of Lender' the Principal Amount. This Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After maturity, Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts. If Borrower defaults in the payment of this Note or in the performance of its obligations under the Contract or the HOME Program or the HOME Regulations or any other obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the Note immediately due. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies Lender shall give Borrower written notice of such default. Borrower shall have a period of 10 business days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Notices given to Borrower shall be in writing and delivered to the addresses listed above, or to such other address as Borrower designates by written notice to Lender. Each PROMISSORY NOTE —HOME FUNDS Page 2 Fort Worth Housing Finance Corporation -Terrell Heights Infll rev 10-23-13 such notice or other communication shall be effective upon receipt when sent by U. S. Mail, postage prepaid and by certified mail, return receipt requested; or by a nationally recognized overnight delivery service. Borrower also promises to pay reasonable attorneys fees and court and other costs if this Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the Note and will be secured by any security for payment. Borrower may prepay this Note at any time before penalty so long as the house located on the Property const sold to a HOME Eligible Buyer in accordance with the H( Regulations and the other terms and conditions of the Cor. Interest on the debt evidenced by this Note ..will n amount of nonusurious interest that may be contracted fi received under law. Any interest in excess of that maxim the Principal Amount or, if the Principal Amount has acceleration or required or permitted prepayment, any e automatically as of the acceleration or prepayment or, if been paid, credited on the Principal Amount or, if the Pr refunded. This provision overrides any conflicting provision instruments concerning the debt. Maturity Date without i with the HOME funds is Program and the HOME �t exceed the maximum rate or �r, taken, reserved, charged, or um amount will be credited on been paid, refunded. On any �cess interest will be canceled the excess interest has already incipal Amount has been paid, s in this Note and all other Each Borrower is responsible for all obligations represented by this Note. and pronouns include the plural. A default exists under this Note: if (1) (a) Borrower or (b) any other person liable on any part of this Note (an "Other Obligated Party") fails to timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower or such Other Obligated Party; (2) any warranty, covenant, or representation in this Note or in any other written agreement'between Lender and Borrower or any Other Obligated Party is materially false when made; (3) a receiver is appointed for Borrower, any Other Obligated Party, or any property on which a lien or security interest is created as security (the "Collateral Security") for any part of this Note; (4) any Collateral Security is assigned for the benefit of creditors; (5) a bankruptcy or insolvency proceeding is commenced by Borrower or an Other Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower or an Other Obligated Party and (b) the proceeding continues without dismissal for 90 days, the party against whom the proceeding is commenced admits the material allegations of the petition against it, or an order for relief is entered; (7) any of the following parties is dissolved, begins to wind up its affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or any event occurs or condition exists that permits the dissolution or winding up of the affairs of any of the following parties: (i) Borrower, or (ii) an Other Obligated PROMISSORY NOTE —HOME FUNDS Page 3 Fort Worth Housing Finance Corporation -Terrell Heights Infill rev 10-23-13 Party; and (8) any Collateral Security is materially impaired by loss, theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction, unless it is promptly replaced with insurance proceeds, collateral security of like kind and quality or restored to its former condition. The execution and delivery of this Note are required under the Contract. If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust or any other document evidencing the same transaction between Lender and Borrower, the provisions of the Contract will govern to the extent of the conflict. This Note will be construed under the laws of the choice -of --law rules of any jurisdiction. [SIGNATURE PAGE IMMEDIA' PROMISSORY NOTE —HOME FUNDS Fort Worth Housing Finance Corporation -Terrell Heights Infill exas without regard to FOLLO Page 4 rev 10-23-13 THE CONTRACT AND THE NOTE CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. FORT WORTH HOUSING FINANCE. CORPORATION Jesus J. Chapa, Assistant Manager PROMISSORY NOTE —HOME CHDO FUNDS Page 5 Tarrant County Housing Partnership-1307 Elmwood rev 8-7-13 926 E HUMBOLT STREET Exhibit "A" Legal Description of Property TRACT I: Lot 37, Block 2, MCANULTY AND NESBITT SUBDIVISION, EVANS SOUTH ADDITION to the City of Fort Worth, TARRANT County, Texas, according to the plat thereof recorded in Volume 63, Page 7, Plat Records, Tarrant County, Texas. 929 E HUMBOLT STREET TRACT II: Lot 23, Block 2, MCANULTY &NESBITT, Subdivision of Addition to the City of Fort Worth, TARRANT County, Tex , ;VANS ADDITION, an recorded in Volume 63, Page 7, Plat Records, Tarrant CountyTexas. 967 E HUMBOLT STREET TR Lot 18, of McAnulty & Nesbitt's Subdivision of the City of Fort Worth, Tarrant County, Texas, a Page 7, Plat Records, Tarrant County, Texas. 921 E Pulaski Street The East 50 feet of Lot 2, in Block 4, Evans Worth, Tarrant County, Texas, according to Records, Tarrant County, Texas. 929 E Pulaski Street The Middle 1/3 of the South 1, South Addition, an addition to plat recorded in Volume 36 Pa 969 E PULASKI STREET Lot 11, Block 4, GUERTLE Addition, an Addition to the plat thereof recorded in Vol 978 E PULASKI STREET IV: to the plat thereof recorded n` addition to olume 63, on, an addition to the City of Fort orded in Volume 36, Page 83, Plat >f Lot 5, Block 4, A. l�ruse Subdivision of Blocic A, Evans City of Fort Worth, Tarrant County, Texas, according to the 83, Plat Records, Tarrant County, Texas. TRACT VI. UBDIVISION of Lots 7, 8 and 9, Block 4, Evans South of Fort Worth, TARRANT County, Texas, according to the 204, Page 48, Plat Records, Tarrant County, Texas. TRACT VII: Lot 15, Block 4, GUERTLERS SUBDIVISION, an Addition to the City of Fort Worth, Tt�.ItRANT County, Texas, according to the plat thereof recorded in Volume 204, Page 48, Plat Records, Tarrant County, Texas. 1000 E TERRELL AVENUE TRACT VIII: Lot 1, Block 1, FORBES AND TEAS SUBDIVISION of Blocks 1 and 3 of Zabrislcas Addition, an Addition to the City of Fort Worth, TARRANT County, Texas, according to the plat thereof PROMISSORY NOTE -HOME CHDO FUNDS Page 6 Tarrant County Housing Partnership-1307 Elmwood rev 8443 recorded in Volume 310, Page 37, Plat Records, Tarrant County, Texas. 918 E DASHWOOD STREET TRACT IX: West 50 feet of the East 100 feet Lot 1, Block 4, A. Kruse Subdivision of Evans South, an addition to the City of Fort Worth, Tarrant County, Texas, according to the map or plat thereof recorded in Volume 36, Page 83, Plat Records, Tarrant County, Texas. 926 E DASHWOOD STREET TRACT X: West 49 feet of the East 2/3 of the North 1/2 of Lot 5, Block 4, EV ADDITION, an Addition to the City of Fort Worth, TARRANT C map or plat thereof recorded in Volume 36, Page 83, of the Plat Re Texas. PROMISSORY NOTE —HOME CHDO FUNDS Tarrant County Housing Partnership-1307 Elmwood SOUTH (KRAUSE) Texas, according to the c of TARRANT County, Page 7 rev 8-7-13 EXHIBIT "G" PROJECT COMPLIANCE REPORT: RENTAL HOUSING FORT WORTH HOUSING FINANCE CORPORATION HOME DEVELOPER SINGLE FAMILY CONTRACT —Exhibits Fort Worth Housing Finance Corporation —Terrell Heights Infill Project Name: Reporting Period: From _ # of HOME -Assisted Units: PROJECT COMPLIANCE REPORT: RENTAL HOUSING Contract #: Owner Name: To # of High HOME Units Required: # of Low HOME Units Required: 'All data reported should be consistent whh requirements described in contract and any amendments EXHIBIT "G" Lease date Unit Number Low or High HOME Rent Unit? Tenant Name #of Persons in HH #of BRs Date of Last Income Certification Max Rent Utility Alkiwance Unit Monthly Rent Tenant's Annual Gross %of Medan Income Hispanic? Race Other Assistance Type Typeo( household Type of Household Other Assistance Type Race Select 1 White 2 Black/ African American 3 an 4 American IndlarvAlaskan Native 5 Native HawailantOther Pacific Islander Low HOME rents may not exceed 30%of the adjusted income of households at 50%ot area median income, adjusted for household size and adjusted for tenant -paid utilities. Additionally, low HOME rents may not exceed the High HOME standard (Hfiich may be capped by the FMR). At lease 20%of HOME units in projects pith 6 or more HOME -assisted units must have low HOME rents. High HOME rents apply to all other HOME-asvted units and are calculated as Na lesser of the Section 8 (Choice Voucher) Fair Market Rent or 30%of adjusted monthly Income for households at 65%era median Income, adjusted for household size, and adjusted for tenant-paltl utilities.Both sets of rents are published by HUD, and both limit the local conuact rent, including rental assistance, except for project -based assistance for the Low HOME rent units. Certification: The undersigned, hereby, gives assurance that to the best of my knowledge and belief, the data included in this report's (rue and accurate, and if is a non-pmfd agency, has been approved by the governing body of the organ¢ation prbr to submission. e American Indian/Alaskan Native &White 7 As &White 8 Black &While g American Indian/Alaskan Native & Black 0 O her This completed and signed document should be submitted to the City annually per your contract. A copy should be retained in your files. Thie: Print Name: Signature: Dale: Phone No.: EXHIBIT "H" FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS FORT WORTH LOCAL DEVELOPMENT CORPORATION NOT APPLICABLE HOME DEVELOPER SINGLE FAMILY CONTRACT —Exhibits Fort Worth Housing Finance Corporation —Terrell Heights Infill EXHIBIT "I" SECTION 3 REPORTING FORMS FORT WORTH LOCAL DEVELOPMENT CORPORATION HOME DEVELOPER SINGLE FAMILY CONTRACT —Exhibits Fort Worth Housing Finance Corporation —Terrell Heights Infill Section 3 Summary Report Economic Opportunities for Low —`and Very Low -Income Persons Section back of page for Public Reporting Burden statement 6. Length U.S. Department of Housing and Urban Development Office of Fair Housing And Equal Opportunity EXHIBIT t'Itf OMB Approval No: 252M043 (exp. 11/30/2010) HUD Field Office: area 8. Date Report Submitted: 9. Program Code: (Use separate sheet t0. Program Name: for each program code) Part I: Employment and Training ** Columns B, C and F are manda ory fields. Include New Hires in E &F A B C D E F Number of Number of New % of Aggregate Number % of Total Staff Hours Number of Section 3 Job Category New Hires Hires that are of Staff Hours of New Hires for Section 3 Employees I Trainees Sec. 3 Residents that are Sec. 3 Residents and Trainees I Tech by Trade (List) I Trade * Program Codes 1 =Flexible Subsidy 2 =Section 202/811 3 =Public/Indian Housing A =Development, B =Operation C =Modernization 4 =Homeless Assistance 5=HOME 6 =HOME State Administered 7 =CDBG Entitlement 8 =CDBG Slate Administered 9 = Other CD Programs 10 =Other Housing Programs Page 1 of 2 form HUD 60002 (6/2001) Ref 24 CFR 135 Part It: 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 111: Summary Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs, to the greatest extent feasible, toward low -and very low-income persons, particularly those who are recipients of government assistance for housing. (Check all that apply.) Attempted to recruit low-income residents through: local advertising media, signs prominently displayed at the project site, contracts with the community organizations and public or private agencies operating within the metropolitan area (or nonmetropolitan county) in which the Section 3 covered program or project is located, or similar methods. Participated in a HUD program or other program which promotes the training or employment of Section 3 residents. Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the definition of Section 3 business concerns. Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located. Other; describe below. Public reporting for this collection of information is estimated to average 2 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB number. Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u, 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, InbtruCL!ons: This form is to be used to report annual accomplishments regarding employment and other economic opportunities provided to low- and very low-income persons under Section 3 of the Housing and Urban Development Act of 1968. The Section 3 regulations apply to any public and Indian housing programs that receive: (1) development assistance pursuant to Section 5 of the U.S. Housing Act of 1937; (2) operating assistance pursuant to Section 9 of the U.S. Housing Act of 1937; or (3) modernization grants pursuant to Section 14 of the U.S. Housing Act of 1937 and to recipients of housing and community development assistance in excess of $200,000 expended for: (1) housing rehabilitation (including reduction and abatement of lead -based paint hazards); (2) housing construction; or (3) other public construction projects; and to contracts and subcontracts in excess of $100,000 awarded in connection with the Section-3-covered activity. Form HUD-60002 has three parts, which are to be completed for all programs covered by Section 3, Part I relates to employment and training. The recipient has the option to determine numerical employment/training goals either on the basis of the number of hours worked by new hires (columns B, D, E and F). Part II of the form relates to contracting, and Part III summarizes recipients' efforts to comply with Section 3. Recipients or contractors subject to Section 3 requirements must maintain appropriate documentation to establish that HUD financial assistance for housing and community development programs were directed toward low- and very low-income persons.` A recipient of Section 3 covered assistance shall submit one copy of this report to HUD Headquarters, Office of Fair Housing and Equal Opportunity. Where the program providing assistance requires an annual performance report, this Section 3 report is to be submitted at the same time the program performance report is submitted. Where an annual performance report is not required, this Section 3 report is to be submitted by January 10 and, if the project ends before December 31, within 10 days of project completion. Only Prime Recipients are required to report to HUD. The report must include accomplishments of all recipients and their Section 3 covered contractors and subcontractors. HUD Field Office: Enter the Field Office name . 1. Recipient: Enter the name and address of the recipient submitting this report. 2. Federal Identification: Enter the number that appears on the award form (with dashes). The award may be a grant, cooperative agreement or contract. 3. Dollar Amount of Award: Enter the dollar amount, rounded to the nearest dollar, received by the recipient. 4 & 5. Contact Person/Phone: Enter the name and telephone number of the person with knowledge of the award and the recipient's implementation of Section 3. 6. Reporting Period: Indicate the time period (months and year) this report covers. 7. Date Report Submitted: Enter the appropriate date. Submit one (1) copy of this report to the HUD Headquarters Office of Fair Housing and Equal Opportunity, at the same time the performance report is submitted to the program office. The Section 3 report is submitted by January 10. Include only contracts executed during the period specified in item 8. PHAs/IHAs are to report all contracts/subcontracts. ' The terms "low-income persons" and very low-income persons" have the same meanings given the terms in section 3 (b) (2) of the United States Housing Act of 1937. Low-income persons mean families (including single persons) whose incomes do not exceed 80 percent of the median income for the area, as determined by the Secretary, with adjustments for smaller and larger families, except that Pagel 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 projecl/program. Item B: Enter the total dollar amount of contracts connected with this project awarded to Section 3 businesses. Item C: Enter the percentage of the total dollar amount of contracts connected with this project/program awarded to Section 3 businesses. Item D: Enter the number of Section 3 businesses receiving awards. Part III: Summary of Efforts — Self -explanatory The Secretary may establish income ceilings higher or lower than 80 percent of the median for the area on the basis of the Secretarys 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 City of Fort Worth, Texas Mayor and Council C :)11"I COUNCIL ACTION: Approved on 11/3/2009 unication DATE: Tuesday, November 031 2009 REFERENCE NO.: C-23887 LOG NAME: 17HFC TERRELLHTINFILL SUB.TECT 0 Authorize the Transfer of $500,000.00 of HOME Investment Partnership Grant Funds to the Fort Worth Housing Finance Corporation for Infill Housing in the Terrell Heights Neighborhood and Authorize the Execution of a Contract RECOMMENDATION: It is recommended that the City Council: 1. Authorize the transfer of funds in an amount not to exceed $500,000.00 from HOME Investment Partnership Grant Funds to the Fort Worth Housing Finance Corporation to be used for targeted infill housing in the Terrell Heights neighborhood; 2. Authorize the City Manager, or his designee, to execute a contract with the Fort Worth Housing Finance Corporation for the project with a two year term beginning on the date of execution of the contract; 3. Authorize the City Manager, or his designee, to extend or renew the contract for up to one year if the Fort Worth Housing Finance Corporation request an extension and such extension is necessary for completion of the project; and 4. Authorize the City Manager, or his designee, to amend the contract if necessary to achieve project goals provided that the amendment is within the scope of the project and in compliance with all applicable laws and regulations governing the use of federal grant funds. DISCUSSION: In the City's 2009-2010 Annual Action Plan submitted to the United States Department of Housing and Urban Development (HUD), the City proposed the allocation of $500,000.00 of its HOME Investment Partnership (HOME) Grant funds for targeted infill housing in the Terrell Heights neighborhood located in southeast Fort Worth bounded by Rosedale on the south, Interstate Highway 35 on the west and Hattie Street on the north. HUD approved the allocation of HOME funds for this project. The entire area has an historic overlay and is adjacent to the Evans and Rosedale Urban Village. Due to the large number of vacant lots, proximity to Downtown and location in a Neighborhood Empowerment Zone (NEZ), staff has targeted this neighborhood for the construction or reconstruction of single—family, quality, accessible, affordable housing. Staff recommends executing a contract with the Fort Worth Housing Finance Corporation (FWHFC) to use up to $500,000.00 in the City's HOME funds for the acquisition of lots and improved properties for the construction or reconstruction of up to five houses. The FWHFC will issue a Request for Proposal (RFP) for the construction or reconstruction of the houses. This project will conform to the City's Minority and Women Business Enterprise (M/WBE) ordinance. In accordance with the HOME regulations, 24 CFR Part 92 et seq., the purpose of this project is to benefit low and very —low income citizens by providing them with affordable housing. This expenditure of HOME funds is, conditioned upon satisfactory completion of the environmental review per 24 CFR Part 58 and the authorization to use grant funds from HUD. The project is located in COUNCIL DISTRICT 8. FISCAL INFORMATION: The Financial Management Services Director certifies that funds are available in the current capital budget, as appropriated, of the Grants Fund. FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers 2) R109 476076 005109005117 $500.000.00 GR76 538040 017206351060 $5004000.00 R109 539120 005109005117 $5W000.00 CERTIFICATIONS: Submitted for City Manager's Office bys Thomas Higgins (6140) Originating Department Head: Jay Chapa (6192) Additional Information Contact: Cynthia Garcia (8187) Janay Tieken (7550) ATTACHMENTS 1. accountin eg mail.pdf 2. Available Funds.PDF 3. Terrell Heights Neiehborhood.JPG M&C Review Page 1 of 2 Official site of the City of Fort Worth, Texas DATE: 9/14/2010REFERENCEC-24444 LOG 17HFC TERRELLHTINFILLADDITIONALFUNDS NO.: NAME, — CODE: C TYPE; NOW PUBLIC NO CONSENTHEARING: SUBJECT: Authorize the Transfer of an Additional $488,870.00 of HOME Investment Partnerships Program Grant Funds to the Fort Worth Housing Finance Corporation for the Development of Single Family Homes in the Terrell Heights Neighborhood for a Total Not to Exceed $988,870.00 (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council authorize the transfer of an additional $488,870.00 of HOME Investment Partnerships Program Grant Funds to the Fort Worth Housing Finance Corporation to be used for targeted infill housing in the Terrell Heights neighborhood. DISCUSSION: The United States Department of Housing and Urban Development (HUD) approved the City's 2009- 2010 Action Plan which allocated $500,000.00 of its HOME Investment Partnerships Program Grant funds for targeted infill housing in the Terrell Heights neighborhood. On November 3, 2009, the City Council approved a contract with the Fort Worth Housing Finance Corporation (FWHFC) for construction of single family infill houses in Terrell Heights and the transfer of the HOME funds (M&C C-23887). The FWHFC Board approved a resolution to enter into a contract with the City and to accept the $500,000.00 in City HOME funds on November 3, 2009 (Resolution No. FWHFC-2009- 12). The Terrell Heights neighborhood is located in southeast Fort Worth bounded by Rosedale on the south, Interstate Highway 35 on the west and Hattie Street on the north. The City has allocated an additional $488,870.00 of HOME funds in its 2010-2011 Annual Action Plan for a total of $988,870.00 for the project. The FWHFC Board approved a resolution accepting the addtional HOME funds for the project on June 8, 2010 (Resolution No. FWHFC-2010-09). Staff recommends that the contract with the FWHFC be for an amount not to exceed $988,870.00 of the City's HOME funds. It is estimated that the project will produce 11 single family houses to be sold to HOME -eligible buyers. The FWHFC will issue a Request for Proposal (RFP) for the construction or rehabilitation of the houses. This project will conform to the City's Minority and Women Business Enterprise (M/WBE) ordinance. In accordance with the HOME regulations, 24 CFR Part 92 et seq., the purpose of this project is to benefit low and very -low income citizens by providing them with affordable housing. This expenditure of HOME funds is conditioned upon satisfactory completion of the environmental review per 24 CFR Part 58 and the authorization to use grant funds from HUD. The project is located in COUNCIL DISTRICT 8. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. TO Fund/Account/Centers 2) R109 451727 005109005117 $488.870.00 Submitted for Citv Manager's Office bv: FROM Fund/Account/Centers GR76 539120 017206461060 $488.870.00 Thomas Higgins (6140) http://apps.cfwnet.org/council�acket/mc review.asp?ID=13934&councildate=9/14/2010 08/12/2013 M&C Review Page 2 of 2 Originating Department Head: Additional Information Contact: ATTACHMENTS Terrell Heights Neighborhood.JPG Jay Chapa (6192) Cynthia Garcia (8187) Fabiola Suarez (6811) http://apps.cfwnet.org/council�acket/mc_review.asp?ID=13934&councildate=9/ 14/2010 08/12/2013