Loading...
HomeMy WebLinkAboutContract 44181 (2)NTRACT NO. STATE OF TEXAS § § COUNTY OF TARRANT § This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City") and Harmon Villas Investments, L.P. (hereafter "Developer"), a Texas limited partnership. City and Developer may be referred to individually as a "Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239, with which City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments, local lenders, private industry and neighborhood -based nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. is to benefit low income citizens by providing them with affordable housing; WHEREAS, Developer is a Texas limited partnership consisting of Harmon Villas Development, LLC, a Texas limited liability company, as general partner, and Banyi Investments, LLC, a Texas limited liability company as Class B Limited Partner. Bank of America, N.A. as Investment Limited Partner and Banc of America CDC Special Holding Company, Inc., a North Carolina corporation, as Special Limited Partner. The general partner is a single purpose entity controlled by Sphinx Development Corporation, a Texas corporation. Banyi Investments, LLC is an affiliate of the general partner. WHEREAS, Developer proposes to use HOME funds for an eligible project under the HOME Regulations whereby Developer will construct, develop, own and operate a new 150 unit multifamily rental complex in the City of Fort Worth (the "Required Improvements" or "project"); WHEREAS, Developer has received aLow-Income Housing Tax Credit award from the Texas Department of Housing and Community Affairs to finance the development of the Required Improvements to be commonly known as Harmon Villas. WHEREAS, City citizens and the City Council have determined that the development of quality, accessible, and affordable housing is needed for moderate, low, and very low-income City citizens; NOW, THEREFORE, in consideration of the mutual c and responsibilities contained herein, including all Exhibits and 02-19-13 PO�F�13 IN to the terms and conditions hereinafter stated, the Parties understand and agree as follows: I. INCORPORATION OF RECITALS. City and Developer hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract, the following terms shall have the definitions ascribed to them as follows: Accessible Units means units accessible to handicapped tenants. Developer must comply with Section 504 requirements and all other applicable Federal accessibility requirements. The Required Improvements must contain 8 Accessible Units. Of these 8 units, 5 must be accessible to individuals with mobility impairments, and the other 3 must be accessible to individuals with visual or hearing impairments. Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit published annually by HUD, with applicable adjustment for the bedroom size of the relevant housing unit as more particularly described on Exhibit "A" — Project Summary. Affordability Period means the period of time that HOME Units must be leased to HOME Eligible Households for Affordable Rent. The Affordability Period for this project is 20 years. The Affordability Period begins on the date that the project status is changed to "complete" in IDIS, HUD's project tracking system. Affordability Requirements means the HOME Units remain occupied by HOME Eligible Households paying Affordable Rent throughout the Affordability Period in accordance with the terms of this Contract and the HOME Regulations. A rea Median Income or AMI means the median family income for the Fort Worth - Arlington metropolitan statistical area as established annually by HUD. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 20020-12-2011. Complete Documentation means HOME DEVELOPER RENTAL CONTRACT Harmon Villas Investments, LP Rev 2-18-13 Page 2 • Attachments I and II, with supporting documentation as follows: o Proof of expense: invoices, leases, service contracts or other documentation showing that payment is due by Developer. o Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts were actually paid by Developer. • Other documentation. (i) final lien releases signed by the general contractor or subcontractors, if applicable; (ii) copies of all City permits and City -issued "pass" inspections for such work; (iii) documentation to show compliance with BDE or DBE bidding process for procurement or Contract activities, if applicable; (iv) proof of contractor, vendor and subcontractor eligibility as described in Section 6.6; and (v) any other documents or records reasonably necessary to verify costs spent for the project. Completion means the substantial completion of the Required Improvements, as evidenced by a HED Department Minimal Acceptable Standard Inspection report, HUD Compliance Inspection Report and any other applicable final inspection approval from the City showing that the Required Improvements have met City and HOME standards. Completion Deadline means December 31, 2014. DBE means disadvantaged business enterprise. 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. The form of the Deed of Trust is attached as Exhibit "E" — Loan Documents. Director means the Director of the City's HED Department. Effective Date means the date of this Contract is fully executed by the Parties as shown by their respectiWs6MLUM5. HED Department means the City's Housing and Economic Development Department. HOME means the HOME Investment Partnerships Program. HOME Eligible Household means a household whose annual income adjusted for family size does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances. The definition of annual income to determine tenant income eligibility shall be the definition contained in 24 CFR Part 5.609, as amended from time to time. HOME Funds means the HOME Program grant funds supplied by City to Developer under the terms of this Contract. HOME Regulations means the HOME Investment Partnerships Program Final Rule HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 3 found at 24 CFR Part 92 et seq. HOME Unit means a housing unit subject to the HOME Regulations leased to a HOME Eligible Household at Affordable Rent for the duration of the Affordability Period as further described in Exhibit "A" — Project Summary. The HOME Units can be designated as either High and/or Low HOME units. The HOME Units are floating. This project contains 3 Home Units. Of these HOME Units, 1 is aone-bedroom unit, 1 is a two -bedroom unit, and 1 is a three -bedroom unit. High HOME Unit means a unit that must be leased to High HOME Eligible Tenant for High HOME Rent. High HOME Units can float among units that are materially similar in number of bedrooms, square footage, and amenities; however, if the units are not materially similar, then the High HOME units must be fixed. This project contains 3 High HOME Units. High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High HOME Unit, a tenant whose annual income adjusted for family size does not exceed 60% of AMI, and (ii) for a tenant who is not the first to occupy a High HOME Unit, a tenant whose annual income adjusted for family size does not exceed 80% of AMI. Tenant income must be verified using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject to the income verification requirements of Section 7.2 of this Contract. High HOME Rent means a rent amount that is the lesser of (i) the HUD -established Fair Market Rent for existing comparable housing units in the area, or (ii) 30% of the adjusted income of a family whose annual income equals 65% of AMI with applicable adjustment for the bedroom size of the relevant housing unit. High Home Rent may not exceed the maximum rent limitations established by HUD minus utility allowances. For the purposes of this Contract, "utility allowances" are those monthly allowances for utilities (excluding telephone) published annually by the Fort Worth Housing Authority. HUD means the United States Department of Housing and Urban Development. IDIS means HUD's Integrated Disbursement Information System. Intercreditor Agreement means the Intercreditor and Subordination Agreement among CommunityBank of Texas, N.A., Developer and City outlining the relative priorities of CommunityBanks's construction and permanent loan and the City's Loan for the project. Investment Limited Partner means Bank of America, N.A., and any successors and assigns. LIHTC means Low -Income Housing Tax Credit. HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 4 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 under this Contract and further evidencing, securing, or guaranteeing Developer's performance of the Affordability Requirements during the Affordability Period, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Low HOME Eligible Tenant means a tenant whose annual income adjusted for family size does not exceed 50% of AMI established by HUD. Tenant income must be verified using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject to Section 7.2 of this Contract. Low HOME Rent means a rent amount that is no more than 30% of the annual income of a family at 50% of AMI adjusted for family size. Low Home Rent may not exceed the maximum rent limitations established by HUD minus utility allowances. For the purposes of this Contract, "utility allowances" are those monthly allowances for utilities (excluding telephone) published annually by the Fort Worth Housing Authority, Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant for Low HOME Rent. Low HOME Units can float among units that are materially similar in number of bedrooms, square footage, and amenities; however, if the units are not materially similar, then the Low HOME units must be fixed. If there are more than 5 HOME Units, then 20% of the total HOME units must be designated as Low. This project contains 0 Low HOME Units. Promissory Note means any note in the amount of the HOME Funds executed by Developer payable to the order of City. The form of the Promissory Note is attached as Exhibit "E" — Loan Documents. Property means the land on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. Required Improvements or the project means all the improvements to the Property for an affordable rental housing project to be constructed on the Property, together with all fixtures, tenant improvements and appurtenances now or later to be located on the Property and/or in such improvements. The Required Improvements are commonly known as Harmon Villas. The street address of the project is 9592 Harmon Road, Fort Worth, TX 76177. Reimbursement Request means all reports and other documentation described in Section 10. Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of 1973 to provide accessible housing to persons with disabilities. Section 504 requires that 5% of the units (but not less than 1 unit) in a newly constructed multifamily project must be accessible to individuals with mobility impairments, and an additional HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 5 2% of the units (but not less than 1 unit) must be accessible to individuals with sensory impairments. MICA means means the Texas Department of Housing and Community Affairs. Tenant Documentation means any documentation allowed under the definition of annual income in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible Household. Documentation may include but is not limited to pay check stubs, Social Security statements, W-2 forms, and/or payments in lieu of earnings (unemployment) for initial tenant income eligibility verifications and the tenant income verification required every 61h year of the Affordability Period. Documentation for tenant income eligibility verifications for other than the initial lease and the 6th year of the Affordability Period shall be a City approved income self -certification form. 3. TERM AND EXTENSION. 3.1 Term of Contract. The term of this Contract begins on the Effective Date and terminates in 3 years unless otherwise 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 Developer's anticipated budget, construction schedule and goals and objectives 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 must be Contract. 3.3 Term of Loan. in writing as an amendment to this The term of the Loan shall commence on the date of the Promissory Note and terminate (i) for the repayment of the HOME funds, 3 years later unless extended as provided in Section 5.6.1, and (ii) for Developer's performance of the Affordability Requirements, the termination of the Affordability Period. The Loan, both as to payment and performance shall terminate at the termination of the Affordability Period, so long as the terms and conditions of this Contract and the Loan Documents have been met. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide HOME Funds. City shall provide up to Three Hundred Thousand and No/100 Dollars ($300,000.00) of HOME Funds in the form of a subordinate loan to complete the construction of the Required Improvements, under the terms and conditions described herein (the "Loan"). 4.2 City Will Monitor. City will monitor the activities and performance of Developer and any of its HOME DEVELOPER RENTAL CONTRACT Harmon Villas Investments, LP Rev 2-18-13 Page 6 contractors or subcontractors throughout the Affordability Period, but no less than annually as required by 24 CFR Part 92.504. 5. DUTIES AND RESPONSIBILITIES OF DEVELOPER. 5.1 Required Improvements. Developer shall construct the Required Improvements as described in Exhibit "A" — Project Summary and Exhibit "C" - Construction and Reimbursement Schedule and in accordance with the terms and conditions of this Contract. 5.2 Use of HOME Funds. 5.2.1 Compliance with HOME Regulations and Contract. Developer shall be reimbursed for eligible project costs with HOME Funds only if City determines in its sole discretion that: 5.2.1.1 Costs are eligible expenditures in accordance with HOME Regulations, 5.2.1.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. 5.2.1.3 Complete Documentation is submitted by Developer. 5.2.2 Budget• Developer agrees that the HOME Funds will be paid on a reimbursement basis in accordance with Exhibit "B" - Budget and Exhibit "C" - Construction and Reimbursement Schedule. Developer may not increase or decrease line item amounts in the Budget without Director's prior written approval, which approval shall be in the Director's sole discretion. 5.2.3 Change in Project Budget. 5.2.3.1 Developer will notify City promptly of any additional funds it receives for construction of the Development, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. 5.2.3.2 Developer agrees to utilize the HOME Funds to supplement rather than supplant funds otherwise available for the project. 5.3 Payment of HOME Funds to Developer. HOME Funds will be disbursed to Developer upon City's approval of Developer's written and signed Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 7 5.4 Distinguish 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 AcknowledreARK of City Payment of HOME Funds. Within 90 days of Completion, Developer shall sign an acknowledgement that City has paid all HOME Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying all or any portion of the HOME Funds that City has not paid to Developer. Once City has met all of its obligations for payment of HOME Funds hereunder, an officer of Developer shall sign an acknowledgement of same. 5.6. Security for City's Interest. To secure City's interest in the Required Improvements and the performance of Developer's obligations hereunder, Developer shall execute the Loan Documents and record the Deed of Trust encumbering the Property at the closing of the acquisition of the Property. No HOME Funds will be paid or reimbursed until the Deed of Trust is recorded. The City's interest in preserving the affordability of the HOME Units will be additionally secured by the Declaration of Land Use Restrictive Covenants ("LURA") established and enforced by TDHCA for the tax credits. The TDHCA's LURA shall restrict the project and Property to certain occupancy and rent requirements for a period of 40 years. 5.6.1 Loan Terms and Conditions. Developer will be required to. 5.6.1.1 Execute the Promissory Note and Deed of Trust along with any other Loan Documents required by City. 5.6.1.2 Provide City with a Mortgagee's Policy of title insurance in the amount of the Loan. 5.6.1.3 Pay all costs associated with closing the Loan. 5.6.1.4 At least 1 business day before closing, provide City with an estimated settlement statement. 5.6.1.5 Ensure City's lien is subordinate only to the senior indebtedness described in the Intercreditor Agreement. City must approve in writing any secured financing that is to be subordinate to the Loan. 5.6.1.6 If the project has not been placed in service within 3 years of the date of the Promissory Note, the time for repayment of the HOME Funds shall be extended for an additional year. HOME DEVELOPER RENTAL CONTRACT Rev 248-13 Harmon Villas Investments, LP Page 8 5.6.1.7 Interest shall accrue at the lesser of the Applicable Federal Rate in effect on the date of the Promissory Note, or 1 % per annum. The principal amount and any accrued, unpaid interest will be payable in full on the maturity date set forth in the Promissory Note. Any payments will be applied first to accrued interest and the remainder to reduction of the principal amount. Early repayment of the Loan shall not relieve Developer of its obligations under this Contract or the HOME Regulations including but not limited to the Affordability Requirements and other HOME requirements. The Deed of Trust shall secure both repayment of the HOME Funds and performance by Developer of its obligations under this Contract during the Affordability Period. 5.6.1.9 Except for permanent loan conversion with Developer's permanent lender, refinancing by Developer shall require the review and prior written approval of City for the purpose of ensuring compliance with the Affordability Requirements, which approval shall not be unreasonably withheld. 5.6.1.10 Any failure by Developer to comply with this Section 5.6.1 will be an event of default under this Contract and the Loan Documents. 5.7 Maintain Affordability Requirements. Developer shall ensure that the HOME Units shall be occupied by HOME Eligible Households throughout the Affordability Period as required by the HOME Regulations. Developer must notify the City in writing within 30 days of either of the following occurrences: (i) a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, or (ii) a HOME Unit remains vacant for more than 90 days. In the event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, Developer shall have 30 days to determine if a market rate tenant qualifies as a HOME Eligible Household or fill an empty market rate unit with a HOME Eligible Household. If either (i) or (ii) takes place and is not cured within the time limits described in this Section, then Developer shall pay to City 10% of the Loan amount as liquidated damages. The Parties agree that City's actual damages in the event of either (i) or (ii) happening and remaining uncured are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant or other federal grant funds. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to City is liquidated damages and not a penalty. HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 9 5.8 Affordability Requirements Survive Transfer. The HOME Units must remain affordable without regard to the term of any mortgage or transfer of ownership, pursuant to the terms of the Loan Documents, any deed restrictions or other mechanism provided by HUD. Any sale or transfer of the project during the Affordability Period, excluding a transfer due to condemnation or to obtain utility services, may at City's sole discretion require the repayment of the HOME Funds unless the new owner or transferee affirmatively assumes in writing the obligations established hereunder for the HOME Units. Failure of the transferee to assume the Developer's obligations under this Contract and the Loan Documents will result in termination of the Contract. In addition, City may pursue any of its remedies under the Loan documents if the transferee fails to assume the Developer's obligations to maintain the Affordability Requirements. 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 shall be an event of default. Developer may not change the construction schedule without the Director's prior written approval, which approval shall be in the Director's sole discretion. 6.1.1 Construction Inspections. The construction of the project must pass a HED Department Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report along and any other applicable HUD -required inspections during the construction period, along with any applicable final inspection approval from the City at the completion of the construction of the project. 6.2 Applicable Laws, Building Codes and Ordinances. All plans, specifications and construction for the Required Improvements shall (i) conform to all applicable Federal, state, City and other local laws, ordinances, codes, rules and regulations, including the HOME Regulations; (ii) meet all City building codes; (iii) meet the Energy Conservation requirements as required by the State of Texas in Chapter 11 of the International Residential Code; (iv) if new construction, must conform to the Model Energy Code published by the Council of American Building Officials; and (v) must pass a HUD Compliance Inspection Report and inspection by City's HED Department inspectors. 6.3 Property Standards During Construction. Developer shall comply with the requirements contained in 24 CFR Part 92.251 as relates to Property Standards and Housing Quality Standards (HQS), and Accessibility Standards under 24 CFR Part 92.251(a)(3) as applicable, for the Required Improvements, as well as any applicable City property standards and all applicable accessibility standards for the project. HOME DEVELOPER RENTAL CONTRACT Rev 24843 Harmon 17411as Investments, LP Page 10 6.4 Lead - Based Paint Requirements. Developer will comply with any applicable Federal lead -based paint requirements including lead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair and Painting Program Final Rule, 40 CFR Part 745 in the construction and/or rehabilitation of the Required Improvements. 6.5 Approval of Plans and Speccations by City Not Release of Responsibility. Approval of any plans and specifications relating to the Required Improvements by City shall not constitute or be deemed (1) to be a release of the responsibility or liability of Developer or any of its contractors, their respective officers, agents, employees and subcontractors, for the accuracy or the competency of the plans and specifications, 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 contractors, and their respective officers, agents, employees and subcontractors. 6.6 Contractor, Vendor and Subcontractor Requirements. Developer will use commercially reasonable efforts to ensure that all contractors or vendors utilized by Developer or subcontractors utilized by Developer's general contractor are appropriately licensed and such licenses are maintained throughout the construction of the Required Improvements and the operation of the project when applicable. Developer shall ensure that all contractors utilized by Developer or subcontractors utilized by Developer's general contractor in the construction of the Required Improvements, or vendors utilized by Developer in the operation of the project are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by the City, the State of Texas, or the Federal government. Developer must 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 during the operation of the project during the Affordability Period. Failure to submit such proof of search shall be an event of default. In the event that City determines that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's general contractor shall immediately cause the contractor, subcontractor or vendor to stop work on the project. In the event that any contractor, vendor or subcontractor has been debarred, suspended, or is not properly licensed, Developer shall not be reimbursed for any work performed by such contractor, vendor or subcontractor. However, this Section should not be construed to be an assumption of any responsibility or liability by City for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to the Federal System for Award Management shall survive and be applicable for the length of the Affordability Period. HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 11 6.7. Furnish Complete Set of As Built" Plans. Developer shall furnish City a complete set of "as built" plans for the project at completion of construction after all final approvals have been obtained. 7. TENANT AND LEASE REQUIRMENTS; PROPERTY STANDARDS DURING AFFORDABILITY PERIOD, 7.1 Income Eligibility. Developer must use the definition of annual income used by 24 CFR 5.609 to establish tenant income eligibility. Developer shall use the most current HUD Income Guidelines. Developer shall maintain Tenant Documentation sufficient to show that the HOME Units are occupied by HOME Eligible Households. 7.2 Income Verification. 7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible Households with full Tenant Documentation at the time the initial lease for a HOME Unit is executed. Tenants must certify the number of people in tenant's household along with such person's names and ages. Developer shall obtain financial information on all members of a tenant's household. . 7.2.2 Developer must verify the income of the tenants of the HOME Units annually after the initial lease is executed, but may use a City -approved tenant self - certification form as Tenant Documentation. Notwithstanding the foregoing, Developer must verify the income eligibility of all HOME Eligible Households with full Tenant Documentation every 6th year of the Affordability Period. 7.2.3 Developer must maintain copies of Tenant Documentation as required under this Contract. 7.2.4 As part of its monitoring, City will review Tenant Documentation during the Affordability Period. 7.3 Tenant Lease. 7.3.1 Developer shall submit to City the form of its tenant lease prior to leasing any HOME Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253 regarding the following issues: 7.3.1.1 Length of lease term shall not exceed 2 years and may not be shorter than 1 year. 7.3.1.2 Lease may not include agreement by tenant to allow landlord to take, hold or sell tenant's property without notice. HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 12 7.3.1.3 Lease may not include agreement by the tenant to excuse owner from responsibility for intentional or negligent acts. 7.3.1.4 Lease may not authorize landlord to institute a lawsuit without notice to the tenant. 7.3.1.5 Lease may not include agreement by tenant to waive a jury trial or right of appeal. 7.3.1.E Lease may not include an agreement by tenant to pay legal costs of court proceeding even if the tenant prevails in those proceedings regardless of outcome.. 7.3.2 Developer shall provide City copies of revised lease forms within 30 days of any change to its lease form. All changes to Developer's lease form shall comply with the requirement of Section 7.3.1. 7.4 Tenant Household Characteristics. 7.4.1 Developer shall provide City with the information about the household characteristics of the first tenant renting a HOME Unit on Exhibit "G" — Project Compliance Report: Rental Housing. 7.4.2 At City's request, Developer shall provide demographic information on all tenants in the project in order to show compliance with Section 7.7 during the Affordability Period. 7.5 Tenant Rent. Rents charged to tenants of the HOME Units are subject to 24 CFR 92.252 (a) and (b) and are subject to review and approval by City at initial lease up and prior to any rent increases. Under no circumstances may the maximum rent charged to tenants of HOME Units exceed the High Home Rent minus utility allowances (excluding telephone). Developer agrees to abide by HUD -approved schedules of HOME rent levels and the locally adopted utility allowances published annually by the Fort Worth Housing Authority. 7.6 Tenant Selection. Within 90 days of the Effective Date, Developer must submit to City for City's approval Developer's tenant selection policy and criteria that address the following: 7.6.1 The tenant selection policy must be consistent with the purpose of providing housing for very low and low income persons. 7.6.2 The tenant selection policy must provide for: HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 13 7.6.2.1 Selection of tenants from a chronological order of their practicable; Prompt written notification to grounds for such rejection; and written waiting list in the application, insofar as is any rejected applicant of the Bi-lingual leasing and management assistance. 7.6.3 Holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or similar subsidy) must not be excluded from renting a unit in the project. 7.6.4 The tenant selection policy must address non-discrimination and affirmative marketing as discussed in Section 7.7. 7.6.5 The Developer must market Accessible Units in the following order: 7.6.5.1 Within the project to persons requiring an accessible unit. 7.6.5.2 To persons on the waiting list requiring an accessible unit. 7.6.5.3 To the general community for persons requiring accessible unit. 7.6.5.4 To persons that do not require an accessible unit. 7.6.6 The tenant selection policy must address lease requirements as described in Section 7.3. 7.6.7 The tenant requirements9 selection policy must address managing. HOME Unit 7.6.8 The tenant selection policy must comply with state and local tenant/landlord laws. 7.7 Affirmative Marketing. Developer must adopt and implement affirmative marketing procedures as required by 24 CFR 92.351 if the project involves the construction of 5 or more HOME Units. The procedures and requirements must include methods for informing the public, owners and potential tenants about fair housing laws and policies so as to ensure that all individuals are given an equal opportunity to participate in the project without regard to sex, age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender. The procedures and requirements must designate an individual who will be responsible for marketing the project and must establish a clear application screening pIan. They must also provide for the maintenance of documentation and records to evidence that affirmative marketing procedures have been implemented. Developer's HOME DEVELOPER RENTAL CONTRACT Rev 2-1843 Harmon 1illas Investments, LP Page 14 0 affirmative marketing procedures must be submitted to City for approval prior to implementation; provided however, City shall have no responsibility for affirmative marketing of the project. 7.8 Property Inspections During Initial Lease- L! of HOME Units. City shall inspect all units in the project before they are placed into service. City shall inspect the HOME Units prior to a HOME Eligible Household occupying such unit to ensure that each HOME Unit meets the appropriate HOME standards. Thereafter, City will inspect the HOME Units annually. 7.9 Property Maintenance and Inspections During Affordability Period. Developer shall ensure that the project is maintained in accordance with all applicable HUD property standards for the duration of the Affordability Period, which at a minimum shall be those property standards required in 24 CFR Part 92. City will verify maintenance of the project to these standards through on -site inspections every year. 8. ADDITIONAL HOME 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 any HOME Funds received to City and forfeit any future payments of HOME Funds; and (iii) Developer must pay 20% of the HOME Funds to City as liquidated damages. The Parties agree that City's actual damages in the event of Developer violating this section are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant or other federal grant funds. Therefore, the Parties agree that payment under this Section of 20% 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 Actions. Failure to complete the required mitigation action is an event of default under this Contract. 8.2 Intentionally Omitted. HOME DEVELOPER RENTAL CONTRACT Harmon Villas Investments, LP Rev 2-18-13 Page 15 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 for the duration of the Affordability Period. Developer will provide reports and access to project files as requested by City during the Affordability Period and for 5 years after the end of the Affordability Period. This Section shall survive the earlier termination or expiration of this Contract. 8.3.2 City, HUD and the United States Comptroller General or their respective representatives shall have access at all reasonable hours to the Developer's offices and records that are related to the use of the HOME Funds that is the basis of this Contract, and to its officers, directors, agents, employees, contractors and subcontractors for the purpose of such monitoring. 8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring, City reserves the right to 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, 8.4 Compliance with the Uniform Relocation Act. If applicable, Developer shall comply with the relocation requirements of 24 Cris. 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. 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 of this Contract 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 which may arise as a result of Developer's performance under this Contract. HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 16 8.8 Terms Applicable to Contractors, Vendors and Subcontractors. Developer understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, vendors and subcontractors of Developer which are in any way paid with HOME Funds or who perform any work in connection with the project. Developer shall cause all applicable provisions of this Contract to be included in and made a part of any contract or subcontract executed in the performance of its obligations hereunder, including its obligations regarding the Affordability Requirements and the HOME Regulations during the Affordability Period. Developer shall monitor the services and work performed by its contractors, vendors and subcontractors on a regular basis for compliance with the Affordability Requirements, the HOME Regulations and Contract provisions. Developer is liable for all violations of the HOME Regulations committed by its contractors, vendors or subcontractors. 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, vendors or subcontractors. Developer acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Affordability Period. 8.9 Payment and Performance Bonds. Subject to the requirements of 24 CFR Part 85.36, Developer shall furnish City with payment and performance bonds in a form acceptable to City in the amount of the construction cost for the Development but not less than $300,000.00. 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 as well as all Tenant Documentation. Developer will maintain all records and documentation related to this Contract for 5 years after the end of the Affordability Period. If any claim, litigation, or audit is initiated before the expiration of the 5 year period, the relevant records and documentation must be retained until all such claims, litigation or audits have been resolved. 9.1.2 Access to Records. City and any duly authorized officials of the federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's records pertaining to all matters covered by this Contract throughout the Affordability Period and for 5 years thereafter. HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 17 9.2 Reports. Developer will submit to City all reports and documentation described in this Contract in such form as City may prescribe. Developer may also be required to submit a final performance and/or final financial report if required by City at the termination of this Contract and/or the termination of the Loan in such form and within such times as City may prescribe. Failure to submit any report or documentation described in this Contract to City shall be an event of default of this Contract and City may exercise all of it remedies for default under this Contract and Loan Documents. 9.3 Change in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at its discretion. City will notify Developer in writing of such change, and the Parties shall execute an amendment to the Contract reflecting such change if necessary. 9.4 City Reserves the Right to Audit. City reserves the right to perform an audit of Developer's project operations and finances at any time during the term of this Contract or the Affordability Period, if City determines that such audit is necessary for City's compliance with the HOME Regulations or other City policies, and Developer agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to Developer of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this and/or future contract(s) with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED 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. 10.2 Attachment II —Expenditure Worksheet. This report shall itemize each expense requested for reimbursement by Developer. HOME DEVELOPER RENTAL CONTRACT Harmon Villas Investments, LP Rev 2-18-13 Page 18 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 now 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. CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWNS 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. 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin or Complete the Required Improvements 11.1.1 If Developer fails to begin construction, which for purposes of this Contract shall mean pouring foundations on the Required Improvements, within 12 months of the execution of this Contract, 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 with no penalty or liability to City, with such termination to be effective immediately upon written notice. City shall also be entitled to demand repayment of the HOME Funds and enforce any of the provisions of Loan documents for default. 11.2 Failure to Submit Complete Documentation During Construction. 11.2.1 If Developer fails to submit Complete Documentation during construction of the Required Improvements, or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or the HOME Regulations as determined by City, City will notify Developer in writing and the Developer will have 15 calendar days from the date of the written notice to submit or resubmit any such report or documentation. If Developer fails to submit or resubmit any such report or documentation within such time, City shall have the right to withhold HOME DEVELOPER RENTAL CONTRACT Harmon Rev 2-18-13 payments or terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any such report or documentation is not in compliance with this Contract or the HOME Regulations. 11.2.2 If any %J Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or the HOME Regulations as determined by City, Developer shall be in default of this Contract. City will notify Developer in writing of such default and the Developer will have 10 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If the Developer fails to cure the default within such time, Developer shall forfeit any payments otherwise due under such Reimbursement Request. 11.2.3 In the event of (i) an uncured default as described in Section 11.2.1 or 11.2.2, or (ii) more than 2 instances of default, cured or uncured, under such Sections, City reserves the right at its sole option to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. 11.2.4 Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any Reimbursement Requests, reports or documentation are past due or are not in compliance with this Contract or the HOME Regulations, or during any period during which Developer is in default of this Contract. 11.2.5 In the event of termination under this Section 11.2, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to City within 30 days of termination under this section. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. 11.3 Failure to Submit Required Reports and Documentation During Affordability Period. If Developer fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract after the Required Improvements are completed, or if the submitted report or documentation is not in compliance with this Contract or the HOME Regulations as determined by City, City will notify Developer in writing and the Developer will have 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 11.3, any HOME Funds 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 HOME DEVELOPER RENTAL CONTRACT Rev 24843 Harmon Villas Investments, LP Page 20 available to City under this Contract and the Loan Documents. 11.4 In General. Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided otherwise in this Contract, Developer shall be in default under this Contract if Developer breaches any term or condition of this Contract. In the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be specified herein), or if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by both Parties mutually and in good faith, City shall have the right to elect, in City's sole discretion, to terminate this Contract effective immediately upon written notice of such intent to Developer, or to pursue any other legal remedies available to City. In the event of termination under this Section 11.4, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. 11.5 No Funds Disbursed while in Breach. Developer understands and agrees that no HOME Funds will be paid to Developer until all defaults are cured to the satisfaction of City. 11.6 No Compensation After Date of Termination. In the event of termination, Developer shall not receive any compensation for work undertaken after the date of the termination. 11.7 Rights of City Not Affected. Termination shall not affect or terminate any of the existing rights of City against Developer, or which may thereafter accrue because of such default, and this provision shall be in addition to any and all other rights and remedies available to City under the law and Loan Documents including, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terms of the Contract. Such termination does not terminate any applicable provisions of this Contract that have been expressly noted as surviving the term or termination of this Contract. 11.8 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a breach of any term, covenant, or condition of this Contract shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. 11.9 Civil, Criminal and Administrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or administrative penalties, including, but not limited to those set out in this Contract. HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 21 11.10 Termination for Cause. 11.10.1 City may terminate this Contract in the event of Developer's default, inability, or failure to perform subject to notice, grace and cure periods. In the event City terminates this Contract for cause, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. 11.10.2 Developer may terminate this Contract if City does not provide the HOME Funds substantially in accordance with this Contract. 11.11 Termination for Convenience. In terminating in accordance with 24 C.F.R. 85.44, this Contract may be terminated in whole or in part only as follows. 11.11.1 By City with the consent of Developer in which case the Parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated, or 11.11.2 By Developer upon written notification to City setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. However, if, in the case of a partial termination, City determines that the remaining portion of the Contract to be performed or HOME Funds to be spent will not accomplish the purposes for which the Contract was made, City may terminate the Contract in its entirety. 11.12 Dissolution of Developer Terminates Contract. In the event Developer is dissolved or ceases to exist, this Contract shall terminate. In the event of termination under this Section, all HOME Funds are subject to repayment and/or City may exercise all of its remedies under this Contract and the Loan Documents. 11.13 Notice of Termination under Intercreditor Agreement. City shall not terminate this Contract without first giving notice and opportunity to cure to the Senior Lender as required in the Intercreditor Agreement. 12. REPAYMENT OF HOME FUNDS. All HOME Funds are subject to repayment in the event the project does not meet the requirements as set out in this Contract or in the HOME Regulations. If Developer takes any action that (i) results in City receiving a finding from HUD about the project or (ii) 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. HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 22 In the event of a finding or a request for repayment from HUD, whether or not repayment to HUD is required of City, Developer agrees it will pay City 10% of the HOME Funds as liquidated damages. The Parties agree that City's damages in the event of either (i) or (ii) happening 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. Subject to limited partnership transfers with City consent, if ownership of the 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, 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, 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, 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, tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 23 14.4 Religious Organization. No portion of the HOME Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for tenants of a HOME -funded property. 14.5 Venue. Venue for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract, shall lie in Tarrant County, Texas. 14.6 Governing Law. In any questions involving state law, for any action, whether real or asserted, at law or in equity, arising out of the execution, performance or non-performance of this Contract, in any issue not governed by federal law, the choice of law shall be the law from the State of Texas. 14.7 Severability. The provisions of this Contract are severable, and, if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be invalid by a court or Federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 14.8 Written Agreement Entire Agreement. This written instrument and the Exhibits, Addendums and Attachments attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, 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 each Party to this Contract. 14.9 Paragraph Headings for Reference Only, No Legal Significance; Number. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural. 14.10 Compliance With All Applicable Laws and Regulations. Developer agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the performance of this Contract. These laws include, but are not limited to. ➢ HOME Investment 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 HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon V411as Investments, LP Page 24 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 (40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5 ➢ Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by the Residential Lead -Based Paint Hazard Reduction Act of 1992 HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 25 (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 Investments Partnership Program Final Rule 14.11 Section 3 Requirements. 14.11.1 Requirement that Law Be Quoted in Covered Contracts. —Certain Requirements Pertaining to Section 3 of the Housing and Urban Development Act of 1968 as amended (12 U.S.C. Sections 1701 et seq.) and its related regulations at 24 CFR Part 135 If the work performed under this Contract is on a project assisted under a program providing direct Federal financial assistance from HUD, Section 3 of 24 CFR 135.38 ("Section 3") requires that the following clause, shown in italics, be inserted in all covered contracts ("Section 3 Clause"). Section to be quoted in covered contracts begins: "A. The work to be performed under this contract is subject to the requirements of Section 3 of Housing and Urban Development Act of 1968, as amended, 12 U.S. C. section 1701 u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assisted or HUD -assisted projects covered by Section 3, shall to the greatest extent feasible, be directed to low- and very -low income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representatives of the contractor's commitments under this Section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprentice and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. 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 HOME DEVELOPER RENTAL CONTRACT Rev 248-13 Harmon Villas Investments, LP Page 26 subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. E. The contractor will certify that any vacant employment positions, including training positions that are filed: (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. F. Noncompliance with HUD's regulation in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. G. With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Self - Determination and Education Assistance Act (25 U.S. C. section 450e) also applies to the work to be performed under this Contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 79b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). " Section to be quoted in covered contracts ends. 14.11.2 Section 3 Reporting. 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. 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 HOME DEVELOPER RENTAL CONTRACT Rev 24 8 13 Harmon Villas Investments, LP Page 27 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. 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, or project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code, and Developer hereby covenants and agrees that Developer, its officers, members, agents, employees and contractors, have fully complied with all provisions of same and that no employee, or applicant for employment has been discriminated against under the terms of such ordinances by either or its officers, members, agents, employees 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 and subcontractors also comply with such provision by including it in all contracts with its contractors. jContractor's or Subcontractor'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. f Contractor's or Subcontractor's Namel will take affirmative action to ensure that applicants are hired without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race, color, sex, gender, religion, national origin, familial status, disability or perceived HOME DEVELOPER RENTAL CONTRACT Rev 24843 Harmon Villas Investments, LP Page 28 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 or Subcontractor's Name] agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. Contractor's or Subcontractor's Namel will, in all solicitations or advertisements for employees placed by or on behalf of (Contractor's or Subcontractor'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 or Subcontractor's Namel covenants that neither it nor any of its officers, members, agents, employees, or contractors, while engaged in performing this Contract, shall, in connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age or because of any disability or perceived disability, except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement. (Contractor's or Subcontractor'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 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 ABOVE=REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN CONTRACT. HOME DEVELOPER RENTAL CONTRACT Harmon Villas Investments, LP THE PERFORMANCE OF THIS Rev 2-18-13 Page 29 14.13. Prohibition Against Interest / Conflict of Interest. 14.13.1 Developer shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Developer shall disclose to City any conflict of interest or potential conflict of interest described above, immediately upon discovery of such. 14.13.2 No persons who are employees, agents, consultants, officers or elected officials or appointed officials of City or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOME funds or who are in a position to participate in a decision -making process or gain inside information with regard to these activities may occupy a HOME Unit, may obtain a financial interest or benefit from a HOME -assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for 1 year thereafter, unless they are accepted in accordance with the procedures set forth at 24 C.F.R. Part 92.356. 14.13.3 Developer 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 HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 30 applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 14.14.3 If Davis -Bacon is applicable, Developer shall provide City access to employee payrolls, contractor and subcontractor payrolls and other wage information for persons performing construction of the Required Improvements. Payrolls must be submitted to the HED Department with each Reimbursement Request, and must be available to Housing and Economic Development 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 Enternrises 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 HOME DEVELOPER RENTAL CONTRACT Rev 24843 Harmon Villas Investments, LP Page 11 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 prior to any charges being incurred. 14.19 Force Majeure If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, commission or agency of the United States or of any States, civil disturbances, or explosions, or some other reason beyond Developer's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. Developer will give City written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give notice will result in the continuance of the Developer's obligation regardless of the extent of any existing Force Majeure Event. Developer will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 14.20 Survival. Any provision of this Contract that pertains to Affordability Requirements, auditing, monitoring, tenant income eligibility, record keeping and reports, City ordinances, or any HOME requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Contract for the longer of (i) 5years after the termination date of this Contract, or (ii) 1 year after the termination of the Affordability Period, and shall be enforceable by City against Developer. 15. INDEMNIFICATION AND RELEASE. DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE 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 HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 32 HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH. DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 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 HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon VPage 33 illas Investments, LP 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 $300,000.00 to insure against loss from the fraud, theft or dishonesty of any of Developer's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse City for any and all loss of HOME Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses shall name the City as a Loss Payee. Developer shall furnish to City, in a timely manner, but not later than 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 Liability (CGL) Insurance $500,000 each occurrence $1,000,000 aggregate limit Business Automobile Liability Insurance $15000,000 each accident on a combined single -limit basis, or $250,000 Property Damage $500,000 Bodily Injury per person per occurrence $2,000,000 Aggregate Insurance policy shall be endorsed to cover "Any Auto" defined as autos owned, hired and non -owned. Pending availability of the above coverage and at the discretion of City, the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Developer's business as contracted herein. Workers' Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease -each employee HOME DEVELOPER RENTAL CONTRACT Harmon Villas Investments, LP Rev 2-18-13 Page 34 $500,000 disease -policy limit Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation. Developer or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Developer shall maintain the coverage on such contractor, if applicable, for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Developer shall revise such amounts within 30 days following notice to Developer of such requirements. Developer will submit to City documentation that it, and its general contractor, has obtained insurance coverage and has executed bonds as required in this Contract prior to payment of any monies provided hereunder. Where applicable, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. 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. HOME DEVELOPER RENTAL CONTRACT Rev 248-13 Harmon Villas Investments, LP Page 35 Professional Liability coverage shall be in force and may be provided on a claim's made basis. This coverage may also be referred to as Management Liability, and shall protect the insured against claims arising out of alleged errors in judgment, breaches of duty and wrongful acts arising out of their management duties. Developer shall require its builder to maintain builders risk insurance at the value of the construction. 18. CERTIFICATION REGARDING LOBBYING. The undersigned representative of Developer hereby certifies, to the best of his or her 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. HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 36 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 are deemed delivered on the earlier date of the date actually received or the third day following (i) deposit in a United States Postal Service post office or receptacle; (ii) with proper postage, certified mail return receipt requested; and (iii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City City Attorney's Office 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Vicki Ganske Telephone: 817-3 92-7765 Copies to: Director of Housing and Economic Development Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Jay Chapa, Director Telephone: 817-3 92-7540 Housing and Economic Development Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Avis Chaisson, Project Coordinator Telephone: 817-3 92-63 42 Developer: Harmon Villas Investments, L.P. 3030 LBJ Freeway, Suite 880 Dallas, TX 75234 Attn: Jay Oji Telephone: Copies to: Sphinx Development Corporation 3030 LBJ Freeway, Suite 880 Dallas, TX 75234 Attn: Joseph Agumadu Telephone: Shackelford, Melton &McKinley, LLP HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 37 3333 Lee Parkway, Tenth Floor Dallas, TX 75219 Attn: Michelle Snedden Telephone: 214/7804413 (direct) Investment Limited Partner: Bank of America, N.A. 700 Louisiana, 51h Floor Mail Code TX4-213-0545 Houston TX 77002 Attn: Cassandra Silvernail, Community Development Banking Telephone: Copies to: Sidley and Austin, LLP One South Dearborn Street, Chicago IL 60603 Attn. David R. Hill Telephone: 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. INVESTMENT LIMITED PARTNER'S RIGHT TO CURE. The Parties agree that the Investment Limited Partner shall have the right, but not the obligation, to cure any default by or complete any obligation of the Developer under the Loan Documents during the cure period or completion period provided therein, and the Parties hereto agree to accept any such cure or completion tendered by the Investment Limited Partner. 23. COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. [SIGNATURES APPEAR ON NEXT PAGE] HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 38 IN WITNESS WHEREOF, the Parties have executed 4copies of this Contract to be effective on the last date indicated below the Parties' signatures. Sf ity Secretary M&C: C-25488 APPROVED AS Assistant City Attorney Y OF FORT WORTH HARMON VILLAS INVESTMENTS, L.P., a Texas limited partnership By: Harmon Villas Investments, LLC, a Texas limited liability company, its General Partner By:woe , Jay O. Oji, NMager STATE OF TEXAS § COUNTY OF TAMRANT § This instrument was acknowledged before me on F&ktl 9 , 2013 by Fernando Costa, Assistant City Manager of the City of Fort Worth, on behalf the City of Fort Worth. EVONIA DANIELS MY COMMISSION EXPIRES July Jul 2Q13 otary Public, State of Texas STATE OF TEXAS § COUNTY OF ��I''Vi.�S § r This instrument was acknowledged before me on [oOUVLW,40 , 2013 by Jay O. Oji, Manager of Harmon Villas Development, LLC, a Texas limited liability company, General Partner of Harmon Villas Investments, L.P., a Texas limited partnership, acting on behalf of such limited partnership. I ` A Notary Public, State of Texas HOME DEVELOPER RENTAL CONTRACT Harmon Villas Investments, LP i� q EXHIBITS: Exhibit "A" —Project Summary Exhibit "A411— HUD Rent Limits xhibit "A-2" — Environmental Miti Egation Action (Not Applicable) Exhibi t t "B" — Budget xhibit C" — Constructi E"on and Reimbursement Schedule Exhibi t t "D" — Audit Requirements Exhibit "E" — Loan Documents Exhibit "F" —Reimbursement Forms Exhibi t t "G" —Project Compliance Report: Rental Housing Exhibit "H" — Davis -Bacon (Not Applicable) Exhibit IT' — Section 3 Reporting Forms HOME DEVELOPER RENTAL CONTRACT Rev 2-18-13 Harmon Villas Investments, LP Page 40 EXHIBIT "A" PROJECT SUMMARY HARMON VILLAS INVESTMENTS, L.P. DESCRIPTION: The Harmon Villas Investment, L.P. ("Developer") will use Home Funds for a portion of the costs to develop Harmon Villas, a multifamily development to be located at 9592 Harmon Road, Fort Worth, Texas 76177. Developer will acquire approximately 14.55 acres. The project will have 13 residential buildings which will consist of up to 150 units including 8 one-bedroom/one bath units, 82 two-bedroom/one-half and two bath units, and 60 three-bedroom/two bath units. There will also be one non-residential building which will serve as the community clubhouse. The complex will include amenities such as controlled access gates, fitness room, activity room, pool and a gazebo. Developer will be entitled to make Reimbursement Requests until 30 days after the Completion Deadline. In consideration for HOME Funds provided through this Contract, Developer agrees to provide the following information and meet the following requirements: • Designate 8 Accessible Units in accordance with Section 504 requirements. Of these 8 units, 5 must be accessible to individuals with mobility impairments, and the other 3 must be accessible to individuals with visual or hearing impairments. Accessible Units shall be marketed in accordance with Section 7.6 of the Contract. • Designate 3 floating HOME Units in the. All of the HOME Units will be affordable to low and moderate income tenants whose incomes are 80% or less of AMI. • HOME Rents will be charged in accordance with the rents set forth in Exhibit A4 — HUD Rent Limits, as published annually by HUD, and shall not exceed the High HOME Rent limit. • Submit Exhibit G -Project Compliance Report: Rental Housing regarding the household income, size, race, ethnicity, gender of head of household, disability status, and rental assistance type for the initial tenant of the first HOME Unit to be leased. THE CITY WILL HOLD BACK $10,000 OF THE HOME FUNDS UNTIL CITY VERIFIES THAT AT LEAST 1 HOME UNIT IS LEASED TO A HOME ELIGIBLE HOUSEHOLD. • If the 3 HOME Units do not qualify as affordable rental housing immediately upon up or or at any time during the Affordability Period, the City may invoke any remedies provided in the Contract or the Loan Documents. • During the Affordability Period, submit to City a copy of its annual audit. 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 north Fort Worth, PROJECT OBJECTIVES: The project will provide 150 housing units affordable to households earning less than 60% of AMI, of which 3 will be designated as HOME -assisted units. HOME DEVELOPER RENTAL CONTRACT -EXHIBITS Aarmnn Villac TnVPCtmPntC. T..P. — Aarmnn Villac ri W ri w N 40 l0 N 40 1p rl ri rl ri ri iYI O Ln W O LO L!7 H ri roi ri ri a' � M 00 o � O N r-I ri QI p l0 O M a M rml H z w r ao a ai W y a1 w Vo ri rml l0 r z En W i U E-i 1 z l0 M 1 W l°O tr0 H x H i H a) W H I W ul I I r-i 1 ri 1 O O 1 fi N 1 4J rml 1 H H rl \ I rml x H a ° rml a a z o +, 0 rn 4 z oIri x x H n a W O H O � a x w N A x N N O r M ao r o � N O N rI H rl M p l0 tt7 p M ri Q1 ri ra ri M 00 r♦ �o r rn ao r rn O � N r �o ao r �o ao t0 O l0 to �o r H z H H H H a a z z a m m H 0\0 00 WLO ko EXHIBIT 66A.2" ENVIRONMENTAL MITIGATION ACTION HARMON VILLAS INVESTMENTS, L.P. NOT APPLICABLE HOME DEVELOPER RENTAL CONTRACT -EXHIBITS Narmnn Villas T71VPCtmPntR. T..P — Narmnn Villas EXHIBIT "B" BUDGET HARMON VILLAS INVESTMENTS, LP Development Name: Source # SOURCES AND USES Harmon Villas Priority of Construction or Rehab. Lien I Loan Staae Amt. Permanent Loan Stage Amount 1 Conventional Loan 1 ': L$14,OOQ,000 $5,475,00D Texas 2 1 Conventional Loan/FHA In -Kind Equity/Deferred Development 15 Developer Fee $1,207500 $517745 Corporation 16 Operating Reserves $715000 TOTAL SOURCES OF FUNDS $ 26,093,544 $ 23,159,778 TOTAL USES FUNDSFell _ $ 23,159,778 HOME Funds Budget Framing/Siding/Mechanicals $75,000 Inspections/Insulation/Sheet Rock/Brick/Interior Trim/Paint $50,000 Flooring/Mechanical Trim/Appliances & Fixtures/Final Punch List $16500 Holdback* $109000 TOTAL $3009000 * City will hold back $10,000 of the HOME Funds until City verifies a HOME Unit is leased to a HOME Eligible Household. HOME DEVELOPER RENTAL CONTRACT - EXHIBITS Narmnn Villas TnvPQfmvnfc T._P — Narmnn Villas �7 E4 W � o 0 G4 c o 0 o 0 0 sg vi o w 0 A � � o � ° en ° $ �° o x H a y r O U d a a w Q, � w u z° w° cn A W W cn enV) Ey W W w a N H W o a _ M --i O 6 H O U ~z � ~° a a., a, a+ 0 0 o c 0 T o bR M bl4 � fy i.l 1 W CD a a � �+ c w a o way �°a. o p �a x cu �q w�> ° �a �w 4; o a 4) °4 ° aU +ma a PC M w w w w� w� W � N 00 A rw Q d � PLO b Q b Q a. o � > 30 0 0 0 C� .a•,1 bA ,Ly o 0 C A tl (U � U b . Poo °Pic P Q �a a o � na �' .� 1N 04) o PO *Poo 4mo CD O W cl cc '(lull rA a > A A CU A PIZ �; EXHIBIT %%M AUDIT REQUIREMENTS HARMON VILLAS INVESTMENT, L.P. 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 of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the CFDA number (OMB A433 § .310). The independent auditor's report should include all of the relevant items listed on the "Audit Report Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance of the following publications: Government Auditing Standards issued by the Comptroller General of the United States, 2003 OMB Circular A-133 as revised 6/30/97 and "Ill. 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 CONSTRUCTION CONTRACT —EXHIBITS Harmon V0llas Investments, L.P. —Harmon V0llas Due 60 days after organizations 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 en nod_. 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 CONSTRUCTION CONTRACT —EXHIBITS Harmon Villas Investments, L.P. —Harmon Villas 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 A-133. (OMB A-133 § 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 A-133 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 CONSTRUCTION CONTRACT —EXHIBITS Harmon Villas Investments, L.P. —Harmon Villas CI i Y OF PORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT Audit Certification Form Subrecipient: Harmon Villas Investments L.P._ _ Fiscal Year Ending. Month Day Year ❑ We have exceeded the federal expenditure threshold of Djvv,000. We will have our Single Audit or Program Specific Audit completed and will submit the audit report within nine (9) months after the end of the audited fiscal year. ❑ We did not exceed the $500,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be performed this fiscal year. (Fill out schedule below) Must be filled out if Single Audit or Program Audit is not required.• Federal Expenditure Disclosure Federal Funds Pass Through Federal Grantor Grantor Total Federal Expenditures for this Fiscal Year Printed Name Program Name & Contract CFDA Number Number 0 Title (Must be CFO, CEO or equivalent) Authorized Signature (Must be CFO, CEO or equivalent) Phone Number Date Exnenditures Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding. Submit this form to the City of Fort Worth Housing and Economic Development Department within 60 days after the end of your Fiscal year HOME CONSTRUCTION CONTRACT —EXHIBITS Harmon Villas Investments, L.P. —Harmon Villas EXHIBIT "E" LOAN DOCUMENTS HARMON VILLAS INVESTMENTS, L.P. HOME CONSTRUCTION CONTRACT —EXHIBITS Harmon Villas Investments, L.P. —Harmon Villas Promissory Note HOME Funds Date: February 19, 2013 Borrower: Harmon Villas Investment, L.P. Borrower's Mailing Address: Harmon Villas Investments, L.P. 3030 LBJ Freeway, Suite 880 Dallas, TX 75234 With a copy to: Shackelford, Melton &McKinley, LLP 3333 Lee Parkway, Tenth Floor Dallas, TX 75219 Attention: Michelle Snedden Lender: City of Fort Worth, a T Place for Payment: City of Fort Worth Housing and Edo Attention: Assistant Director 1000 Throckmorton Street Fort Worth, Tarrant County, Texas designate in writing. Principal $300,000.00 corporation Department 102, or any other place that Lender may 411V 114, loan evidene� by this Note (the "Loan") is being made pursuant to the HO Investment artnerships Program authorized under Title II of the Cranst Gonzalez% ational Affordable Housing Act of 1990, as amended, 42 Uel SC 12%fi et segse "`HOME Program") and the HOME Investment Partnerships IMM Program Ft e le, as amended, 24 CFR Part 92 et seq. (the "HOME we Regulations"� ith HOME funds. Annual Interest Rate: The lesser of 1 % or the Applicable Federal Rate ("AFR") on the date hereof, which is .21 Maturity Date: Februaryl8, 2016 Annual Interest Rate on Matured, Unpaid Amounts: 12% PROMISSORY NOTE —HOME FUNDS Page 1 Harmon Villas Investments, L.P. rev2-18-13 Terms of Payment: Interest will accrue on any advance of Loan proceeds under this Note at the Annual Interest Rate. Interest will be calculated based on a 360 day per year factor applied to the actual days on which there exists an unpaid principal balance. The Principal Amount and any accrued, unpaid interest will be payable in full on the Maturity Date. Any payments will be applied first to accrued interest and the remainder to reduction of the Principal Amount. This Note is the Note required in City Secretary Contract No. 44181 between Borrower and Lender (the "Contract") and has been executed and delivered in accordance with it. The funds advanced by Lender are HOME funds and the Contract requires that the 3 residential rental units assisted with HOME funds located on the Property (the "HOME Units") must qualify and remain affordable tal housing in accordance with the HOME Program and the HOME Regulatiofor tie 20 year Affordability Period more particularly defined in the Contract Tl" obligatt ns described in the Contract pertaining to the HOME Program and the HONI lati including the Affordability Period as well as the Loan evidenced by this Note4 inefault if the HOME Units more particularly described in the Contract do not rein affordable rental housing for the duration of the Affordability Period, subject to the "nex vailable unit rule" under the Internal Revenue Code Section 42 (g) (2) (D). In the evenh default, Lender may invoke any remedies provided in the Contract or the Deed of st Security Agreement — Financing Statement for default. Security for Paymen This Not-s � cured b a Deed of Trust Security Agreement ancing m Statement dated Februavh V,0 oBorrower to Vicki S. Ganske, Trustee or Leann D. Guzman, Trustee (the `�3 d o s ` rich covers the personal property described therein and the following rearvV Being a tract of land srtuat,�` _ in the William McCowen Survey, Abstract Number 999, City Of ForWorth, Tarrant County, Texas, and being a portion of that certain tract of land described by Deed with Bill of Sale to First National Bank, as recorded in County Clerk's Filing No. D210273984, of the Official Public Records of Tarrant County, Texas, and being more particularly described in 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 plus interest. This Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After the Maturity Date, Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts. PROMISSORY NOTE —HOME FUNDS Page 2 Harmon Villas Investments, L.P. rev2-18-13 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 in the performance of any obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the Note immediately due and payable. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. Notwithstanding anything to the contrary, if a monk � event of default occurs under the terms of any of the Loan documents, prior to exerc ri remedies Lender shall give Borrower and each of the general and limited partners f the ower, as identified in the Agreement of Limited Partnership dated August 27, 2G12, as ia� ab time to time (the "Partnership Agreement"), simultaneous written no `` Borrower and each of the general and limited partners on behalf of Borro 06, period of 7 days after such notice is given within which to cure the default of remedies by Lender under the Loan documents. Notwithstanding contrary, if a non -monetary event o default occurs under the terms of documents, prior to exercising any rer general and limited partners of the Bow simultaneous written notice of such defa�t cured within 30 days, Borrower and each ma Borrower shall have such period to effect under the Loan documents. If the default is " amended from f such default. shall have a to exercise ins to the any of the Loan Lender shall give Borrower and each of the identified in the Partnership Agreement, [ft� It is reasonably capable of being en A limited partners on behalf of e pnor exercise of remedies by Lender itch that it is not reasonably capable of being cured within 30 days, and if Borrower or its gen�at, artners or its limited partners on behalf I. Borrower (a) initiates corrective action within id period, and (b) diligently, continually, and in good fw�iuorks to effect a cure as soon as possible, then Borrower or its general partner orls"' ner as the case may be ,shall have such additional time as is necessary Lender be to become: within 180 Notices provided to the Y e the default prior to exercise of any remedies by Lender. In no prec " wed from exercising remedies if its security becomes or is about jeoparzed by any failure to cure a default or the default is not cured the firfnotice of default is given. Lender to Grantor's general and limited partners shall be General Partner Harmon Villas Development, LLC 3030 LBJ Freeway, Suite 880 Dallas TX 75234 Attention: Jay Oji Fax: 214-3424409 PROMISSORY NOTE —HOME FUNDS Page 3 Harmon Villas Investments, L.P. rev2-18-13 Limited Partners Banyi Investments, LLC 3030 LBJ Freeway, Suite 880 Dallas TX 75234 Fax: 214-3424409 With copy to: Shackleford, Melton &McKinley 3333 Lee Parkway, 10t' Floor Dallas TX 75219 Attention: Michelle Snedden, Esq. Fax: 214-7804401 Bank of America, N.A 700 Louisiana 5t' Floor Mail Code TX4-213-05-15 Houston TX y77002 Attention: Cassandra Silvernail, Senior Vice President Fax: 713-247-7049 Banc of America CDC Sp�ial c/o Bank of America MerrilLy Management 700 Louisiana 5�' Floor Mail Code TX4-213-0545 Houston TX y77002 tion: Cassandra Silvernail, k -247-7049 With copyt Sidley and Austin LLP Qne South Drborn Street Attent�p ``David R. Hill, Esq. Fax 3 '�-853-7036 Inc. �uity Investment Asset Vice President Notices given to Grantor's general and limited partners shall be in writing and delivered to the addresses listed above, or to such other address as they designate by written notice to Lender. Each such notice or other communication shall be deemed given or made as follows: If sent by mail, upon the earlier of the date of receipt or 5 days after deposit in the U. S. Mail, postage prepaid and by certified mail, return receipt request; and if sent by any other means, upon delivery. PROMISSORY NOTE —HOME FUNDS Page 4 Harmon Villas Investments, L.P. rev2-18-13 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 default at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the Note and will be secured by any security for payment. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of non -usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if.. ` rincipal Amount has been paid, refunded. This provision overrides any conflictin provisions in this Note and all other instruments concerning the debt. Note. Each Borrower, as applicable, is responsible-���obli`�ations represented by this When the context requires, singular nouns and prono`�t ,u .' dude the plural. The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior pafull of the indebtedness evidenced by a promissory note of even date herewith athe of 1 principal sum of $14,000,000.00 made by Borrower payable to Commuof as, N.A. the "Senior Indebtedness") as more particularly described in an Intercrd. an ordination Agreement between Lender, Borrower and CommunityBank of Texas, 2� (t4 ation Agreement"), to the extent and in the manner provided in the Sub or tion Agreement. The Deed of Trust securing this Note is and shall be subject and sub ar; to in all respects to the liens, terms, covenants and conditions of the mortgage se e Senior Indebtedness as more fully set forth in the Subordination Agreement. The rights and remedies of the payee and each subsequent holder of this Note under the Deed of Trust securing this Note are subject to the restrictions and limitations set forth in the Subordination Agreement. Each subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition of the Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the Subordinate Lender under the Subordination Agreement. Subject to the terms of the Subordination Agreement and any cure periods provided in the documents evidencing the Senior Indebtedness, if there is a default in payment of any part of principal or interest of the Senior Indebtedness or a breach of any covenants contained in any instruments securing it, the debt evidenced by this Note will immediately become payable at the option of Lender. If Borrower fails to perform any of Borrower's obligations in the promissory note evidencing the Senior Indebtedness or in any instruments securing same, and to the extent allowed by the Subordination PROMISSORY NOTE —HOME FUNDS Page 5 Harmon Villas Investments, L.P. rev2-18-13 Agreement, Lender may perform those obligations and be reimbursed by Borrower, on demand, at the Place for Payment for any amounts advanced, including attorney's fees, plus interest on those amounts from the date of payment at the Annual Interest Rate on Matured, Unpaid Amounts. The amount to be reimbursed will be secured by all instruments securing this Note. A default exists under this Note(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 represeg /a6 in this Note or in any other written agreement between Lender and Borrower o Nµay Other Obligated Party is materially false when made; (3) a receiver is appo 4' Borrower, any Other Obligated Party, or any property on which a lien or secd ' y inter e s created as security the "Collateral Security") for any part of this Note;) any o a teral Security is assigned for the benefit of creditors other than the holder(s) of the or Note; (5) a bankruptcy or insolvency proceeding is commenced by Borrower or an bligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced agains orrower 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 fore;is entered; (7) any of the following parties is dissolved, begins to wind up its affairs; zed to dissolve or wind up its affairs by its governing body or persons, or any ent o" r condition exists that permits the dissolution or winding up of the affairs oa and th wing parties: (i) Borrower, or (ii) an Other Obligated Party; and (8) any y. lateral S unity is materially impaired by loss, theft, damage, levy and execution, is ce of an official writ or order of seizure, or destruction, unless it is promptly replaced wit�n urance proceeds, collateral security of like kind and quality or restored to its former co4tion, delivery of this Note are required under the Contract. w%' "I� ny provision o this Note conflicts with any provision of the Contract, the Deed of T� or any other ocument evidencing the same transaction between Lender and Borrowefhhe provision of the Contract will govern to the extent of the conflict. This Note`v�� onstrued under the laws of the state of Texas without regard to choice -of --law rules o y jurisdiction. This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any of its General and Limited Partners nor any other party shall have any personal liability for repayment of the Loan described in the Contract. The sole recourse of Lender under the Loan documents for repayment of the Loan shall be the exercise of its rights against the Security for Payment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] PROMISSORY NOTE —HOME FUNDS Page 6 Harmon Villas Investments, L.P. rev2-18-13 THE CONTRACT, III E 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. HARMON VILLAS a Texas limited Dartn4 By: Harmon V limited li Partner By: ty Jay O. Oji, Manager L.P., :, LLC, a Texas its General PROMISSORY NOTE —HOME FUNDS Page 7 Harmon Villas Investments, L.P. rev2-18-13 EXHIBIT `A' LEGAL DESCRIPTION BEING A TRACT OF LAND SITUATED IN THE WILLIAM MCCOWEN SURVEY, ABSTRACT NUMBER 999, CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AND BEING A PORTION OF THAT CERTAIN TRACT OF LAND DESCRIBED BY DEED WITH BILL OF SALE TO FIRST NATIONAL BANK, AS RECORDED IN COUNTY CLERK'S FILING NUMBER D210273984, COUNTY RECORDS, TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A P.K. NAIL FOUND AT THE SOUTHWEST PROPERTY CORNER OF SAID FIRST NATIONAL BANK TRACT, SAID POINT BEING IN HARMON ROAD; THENCE N 00016'53"W, 1561.08 FEET (PREVIOUSLY RECORDED AS N 0001513811E) IN AND ALONG SAID HARMON ROAD AND ALONG THE WEST PROPERTY LINE OF SAID FIRST NATIONAL BANK TRACT TO A P.K.NJ A w OUND, FROM WHICH AN IRON ROD FOUND BEARS N 0001615311W, 639.38EST AND S 57018'20"E5 185.38 FEET, SAID IRON BEING THE SOUTHWEST LOT CQ'71 R OF IOT 22, BLOCK 10, PRESIDIO VILLAGE PHASE 1 lA, AS RECORDED IN CtB A, SL10903, PLAT RECORDS, TARRANT COUNTY, TEXAS;ID THENCE S 31 °08'54"E, 492.00 FEET DEPARTING SAIT , ON ROAD AND SAID EAST PROPERTY LINE TO A 5/8 INCH IRON ROD STAMPED "PELOTON" FOUND; THENCE S 31 °08'06"E, 129.88 FEET TO A 5/8 INCH IRON RO ,µ H CAP STAMPED TELOTON" FOUND; THENCE S 00016'21 "E, 382 90 FEET TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" FOUND, THENCE S 48051'32" 44.21 l T TO A 5/8 INCH IRON ROD WITH CAP STAMPED "PELOTON" FOUL�iD, THENCE S 48049'35"E; , 8 F O A 5/8 INCH IRON ROD WITH CAP STAMPED MR "PELOTON" FOUND; � THENCE S 00015'02"E, 11502 T TO A INCH IRON ROD WITH CAP STAMPED eeeeee "PELOTON" FOUND IN THE SO PROPERTY LINE OF SAID FIRST NATIONAL BANK TRACT AND THE NORTH: `,, OF LOT 1, BLOCK B, THE PRESIDIO, AS RECORDED IN CABINET A, SLIDE 2796, PLAT RECORDS, TARRANT COUNTY, TEXAS, AND FROM WHICH AN IRON ROD FOUND BEARS N 8900011611E, 917.89 FEET AND N 0005811511W5 15.03 FEET, SAID IRON BEING THE SOUTHWEST LOT CORNER OF LOT 65, BLOCK 18, PRESIDIO VILLAGE SOUTH, PHASE 1, AS RECORDED IN CABINET A, SLIDE 11922, PLAT RECORDS, TARRANT COUNTY, TEXAS, THENCE S 89000116"W, 905.33 FEET (PREVIOUSLY RECORDED AS S 89032147"W) ALONG THE SOUTH PROPERTY LINE OF SAID FIRST NATIONAL BANK TRACT AND THE NORTH LOT LINE OF SAID LOT 1, BLOCK B, THE PRESIDIO, TO THE POINT OF BEGINNING, AND CONTAINING 6335753 SQUARE FEET, OR 14.549 ACRES OF LAND MORE OR LESS, PROMISSORY NOTE —HOME FUNDS Page 8 Harmon Villas Investments, L.P. rev2-18-13 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 N 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 Security Agreement -Financing Sta HOME Funds Terms Date: February 19, 2013 Grantor: Harmon Villas Investments, L.P., a Texas limited Grantor's Mailing Address: Harmon Villas Investments, 3030 LBJ Freeway, Suite 881 Dallas, TX 75234 With a copy to: Shackelford, Melton &McKi 3333 Lee Parkway, Tenth Flc Dallas, TX 75219 Snedden Trusted Vicki S: Trustee's M g A& City Atta v, ey's For MY � City of '°rt -,.. 1000 Throckrn�� Fort Worth T ,. 76102 Tarrant County or Leann D. Guzman Lender: City of Fort Worth, a Texas municipal corporation Lender's Mailing Address: City of Fort Worth Housing and Economic Development Department Attention: Cynthia Garcia, Assistant Director DEED OF TRUST —HOME FUNDS Page 1 Harmon Villas Investments, L.P. Rev. 2-18-13 1000 Throckmorton Street Fort Worth, Texas 76102 Tarrant County Loan Authority: 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 of the Cranston -Gonzales National Affordable Housing Act of 19 as amended, 42 USC 12701 et seq. (the "HOME Program") and the HO Investment Partnership Program Final Rule, as amended, 24 CFR Part 92 eth «HOME Regulations") with HOME funds. u_ Obligations Note Date: February 19, 2013 Original Principal Amount: $300,000.00 Borrower: Harmon Villas Investments, L.P. Lender: City of orth Terms of Payment: Ash& Syr in the Note Maturity Date: As describeli the din the Contract (as defined below) In addition, Obl��tl��� all include � � pliance Grantor with the requirements of the HOME PrA . am fo 20 year Af jdabilityrenod more particularly described w. in Section4Fbe ,s Property (including any imp Movements}� u Being a tract of land�s� ted in the William McCowen Survey, Abstract Number 999, City Of Fo y v rth, Tarrant County, Texas, and being a portion of that certain tractY)`land described by Deed with Bill of Sale to First National Bank, as recorded in County Clerk's Filing No. D210273984, of the Official Public Records of Tarrant County, Texas, and being more particularly described in the attached Exhibit "A" incorporated herein by reference for all purposes. Together with the following personal property: All fixtures, supplies, building materials, and other goods of every nature now or hereafter located, used, or intended to be located or used on the Property; All plans and specifications for development of or construction of improvements on the Property; All contracts and subcontracts relating to the construction of improvements on the Property; DEED OF TRUST —HOME FUNDS Harmon Villas Investments, L.P. Page 2 Rev. 2-18-13 All accounts, contract rights, instruments, documents, general intangibles, and chattel paper arising from or by virtue of any transactions relating to the Property; All permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; All proceeds payable or to be payable under each policy of insurance relating to the Property; and All products and proceeds of the foregoing. Notwithstanding any other provision in this Deed of Trust, the term "Property" does not include personal effects used primarily for personal, family, or household purposes. In addition to creating adeed-of--trust grants to Lender a security interest in pursuant to and to the extent permitter the'roperty described, Grantor also the above -described personal property Texas. iform Commercial Code, Prior Liens: r The lien created by this Deed of Trust is and shall ubject and subordinate in all respects to the liens, terms, covenants and condition: e mortgage securing , a Promissory of even date hereof in the original principal s, of $14,000,000.00 made by Grantor and payable to CommunityBank of Texas, N.A. (the "Senior Indebtedness"), to the extent and irt� er provided in that certain Intercreditor and Subordination Agreemeen d I eof between CommunityBank of Texas, N.A., Grantor and Lender (thy ` rdinat c Agreement' The rights and remedies of Lender and each subsequent ass1 f th ender this Deed of Trust are subject to the restrictions and limitations set fo 5 m thrr �u�rtion Agreement. Subject to waiver, notice, g�.nd cure period, if any, if default occurs in payment of any part of principal orterest of the Senior Indebtedness more particularly described in the Subordination Agreement or in observance of any covenants of the deeds of trust or other loan documents securing the Senior Indebtedness, the entire debt secured by this Deed of Trust will immediately become payable at the option of Lender to the extent permitted by the Subordination Agreement. Other Exceptions to Conveyance and Warranty: The Permitted Exceptions set forth on Exhibit "B" attached hereto and. incorporated herein for all purposes For value received and to secure performance of the Obligations, Grantor conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty. On performance of the Obligations including payment of the Loan and all other amounts secured by this Deed of DEED OF TRUST —HOME FUNDS Page 3 Harmon Villas Investments, L.P. Rev. 2-18-13 Trust and performance of the requirements of the HOME Program, this Deed of Trust will have no further effect, and Lender will release it at Grantor's expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to- 1. pay all taxes and assessments on the Property t?�re delinquency; 2. defend title to the Property subject to the Other Excep ,,r ns to Conveyance and Warranty and preserve the lien's priority as it is establishe kin this Ike of Trust; f 3* obey all laws, ordinances, and restrictive covenants applicably Property, 4. maintain all insurance generated by the Property, and operati, ("Required Insurance Coverages"), iss to Lender, and deliver evidence of the F Lender at least 10 days before the expi coverages with respect to the Property, revenues in on the Property that Lender reasonably requires in 5. obey all laws, ordinances, surers and written on policy forms acceptable surance Coverages in a form acceptable to Insurance Coverages. applicable to the Properly; 6. if the lien of this Deed of Trust i� t a first lien, pay or cause to be paid all prior lien notes pursuant to their respective tend abide by or cause to be abided by all prior lien insti r v notify L r in writing of any change of address, agrees not l . erm���anything to be done that will impair the security of this Deed of Trust. B. Lender's Rights 1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of the Loan are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid. DEED OF TRUST —HOME FUNDS Page 4 Harmon Villas Investments, L.P. Rev. 2-18-13 3. Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by Lender from Grantor with respect to the Obligations or this Deed of Trust may, at Lender's discretion, be applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligations, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. 4. If Grantor fails to perform any of Grantor's Obligations under this Deed of Trust, subject to prior written notice and cure period, Lender may m rm those obligations and be reimbursed by Grantor on demand for any amounts sad aid, i cluding reasonable attorney's fees, plus interest on those amounts from the dates f ent at the rate stated in the Note for matured, unpaid amounts. The amount to be r bins ill be secured by this Deed of Trust. 5. If there is a default on the Obligations or if Grantor falls t� fa any of Grantor's Obligations under this Deed of Trust and the default continues after y required notice of the default and the time allowed to cure, Lender may - a. declare any unpaid principal balance and earned interest on the Obligations immediately due; b. direct Trustee to foreclose this lien, in which case Lender or Lender's agent will causes; of the foreclosure sale to be given as provided by the Texas in effect; and c. purchase�t ro'� any foreclosure sale by offering the highest bid and then have th crcd e Obligations. Notwithstanding anything�r,����ontrary, if a monetary event of default occurs under the terms of any of the Loan docum ts, prior to exercising any remedies Lender shall give Grantor and each of the general and limited partners of Grantor, as identified in the Agreement of Limited Partnership dated August 27, 2012, as it may be amended from time to time (the "Partnership Agreement"), simultaneous written notice of such default. Grantor and each of the general and limited partners on behalf of Grantor shall have a period of 7 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Grantor and each of the general and limited partners of the Grantor, as identified in the Partnership Agreement, simultaneous written notice of such default. If the default is reasonably capable of being cured within 30 days, Grantor and each of the general and limited partners on behalf of Grantor shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Grantor or the general or a limited partner on behalf of Grantor (a) initiates corrective action within said period, and (b) diligently, DEED OF TRUST —HOME FUNDS Page 5 Harmon Villas Investments, L.P. Rev. 2-18-13 continually, and in good faith works to effect a cure as soon as possible, then Grantor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Notices provided by Lender under this Deed of Trust to Grantor's general and limited partners shall be provided to the following. General Partner Harmon Villas Development, LLC 3030 LBJ Freeway, Suite 880 Dallas TX 75234 Attention: Jay Oji Fax: 214-3424409 Limited Partners Banyi Investments, LLC 3030 LBJ Freeway, Suite 880 Dallas TX 75234 Fax: 214-3424409 With 3333Z��, arkv� Dallas T�� 1 Attention. 9 Fax: 214-780 i &McKinley 10�h Floor Bank of America, N 700 Louisiana Sth Floor Mail Code TX4-213-05-15 Houston TX y77002 Attention: Cassandra Silvernail, Senior Vice President Fax: 713-247-7049 Banc of America CDC Special Holding Company, Inc. c/o Bank of America Merrill Lynch Tax Credit Equity Investment Asset Management 700 Louisiana 5ch Floor Mail Code TX4-213-05-15 Houston TX y77002 Attention: Cassandra Silvernail, Senior Vice President Fax: 713-247-7049 DEED OF TRUST —HOME FUNDS Page 6 Harmon Villas Investments, L.P. Rev. 2-18-13 Sidley and Austin LLP One South Dearborn Street Chicago IL 60603 Attention: David R. Hill, Esq. Fax: 312-853-7036 Notices given to Grantor's general and limited partners delivered to the addresses listed above, or to such other address as notice to Lender. Each such notice or other communication shad as follows: If sent by mail, upon the earlier of the date of r9m' the U. S. Mail, postage prepaid and by certified mail, any other means, upon delivery. shall be in writing and designate by written e�med given or made ►r 5 days after deposit in equest; and if sent by 6. Lender may remedy any default without waiving it and without waiving any prior or subsequent default. C. Trustee's Rights If directed by Lender to foreclo��€ � '� ,Trustee will- 1 . either personally or by agen the Texas Property Code as then in effect; default sale as required by 2. sell and convey all or part of the�perty "AS IS" to the highest bidder for cash with a general warranty binding Grantor,bject to the Prior Lien and to the Other Exceptions o ���ance and Warranty and without representation or warranty, express or from the pr�eeds of the sale, pay, in this order - of foreclosure, including a reasonable commission to b. i��ender, the full amount of principal, interest, reasonable attorneys Fees, and other charges due and unpaid; c. any amounts required by law to be paid before payment to Grantor; and d. to Grantor, any balance; and 4. be indemnified, held harmless, and defended by Lender against all costs, expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created by this Deed of Trust, which includes all court and other costs, including reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that capacity. DEED OF TRUST —HOME FUNDS Page 7 Harmon Villas Investments, L.P. Rev. 2-18-13 D. General Provisions 1. If any of the Property is sold under this Deed of Trust, Grantor must immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of the purchaser, subject to an action for forcible detainer. 2. Recitals in any trustee's deed conveying the Property will be presumed to be trueI absent evidence to the contrary. 3. Proceeding under this Deed of Trust, f any other remedy will not constitute an election of rer 4. This lien will remain superior to payment of all or part of the Obligations is extend or a subordination agreement is executed by theoLe 5. If any portion of the Obligations cannc Trust, payments will be applied first to discharge that sureI or pursuing • created �e if the time of the Property rs rl aed, unless secured by this Deed of 6. Subject to the rights of senior lien holders, G�itor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lie,0 11 M f emnation, and from damages caused by public works or construction on or n the erty. After deducting any expenses incurred, including reasonable attorneys N and cond other costs, Lender will either release any remaining amounts to Grantor or app uc nts to reduce the Obligations and any excess proceeds M shall be paid to Grantor L er w liable for failure to collect or to exercise diligence in collecting any such e ounts. Grantor will immediately give Lender notice of any l ell, actual or known threatened proce 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) 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 DEED OF TRUST —HOME FUNDS Page 8 Harmon Villas Investments, L.P. Rev. 2-18-13 repayment of the remaining balance of the Obligations, and any excess proceeds shall be paid to Grantor. 7. Subject to the rights of senior lien holders, Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other income and receipts to payment of the Obligations and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in payment or performance of the Obligations or performance of this Deed of Trust, Lender may terminate Grantor's license to collect rent and other inch e and then as Grantor's agent may rent the Property and collect all rent and other mco e ann receipts. Lender neither has nor assumes any obligations as lessor or landlord wrespect o any occupant of the Property. Lender may exercise Lender's rights and rerned under ° s paragraph without taking possession of the Property. Lender will apply ally nd ther income and receipts collected under this paragraph first to expenses incurs exercising Lender's rights and remedies and then to Grantor's obligations with respect toh, Obligations and this Deed of Trust in the order determined by Lender. Lender is not requir , e ct under this paragraph, and acting under this paragraph does not waive any of Lender' , ther rights or remedies. 8. Interest ,o � ebt secured by this Deed of Trust will not exceed the maximum amount on mmus i s interest that may be contracted for, taken, reserved, charged, or received L law y interest in excess of that maximum amount will be credited on the principal ie dif that has been paid, refunded. On any acceleration or required or permitted prep y eVn ; s interest will be canceled automatically as of the acceleration or prepayment ct if already paid, credited on the principal of the debt or, if the principal of the debt has beery cl, efunded. This provision overrides any conflicting provisions in this and all other mstnts 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 bylaw. 10. When the context requires, singular nouns and pronouns include the plural. 11. The term Note includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. 12. Grantor agrees to (a) keep at Grantor's address, or such other place as Lender may approve, accounts and records reflecting the operation of the Property and copies of all written contracts, leases, and other instruments that affect the Property; (b) prepare financial accounting records in compliance with generally accepted accounting principles consistently applied; and (c), at Lender's request on reasonable notice from time to time, permit Lender to DEED OF TRUST —HOME FUNDS Page 9 Harmon Villas Inveshnents, L.P. Rev. 2-18-13 examine and make copies of such books, records, contracts, leases, and other instruments at any reasonable time. 13. Grantor agrees to deliver to Lender, at Lender's request from time to time, internally prepared financial statements of Grantor and any guarantor of the Note prepared in accordance with generally accepted accounting principles consistently applied, in detail reasonably satisfactory to Lender and certified to be materially true and correct by the chief financial officer of Grantor or its certified public accountant, as applicable. 14. If Lender orders an appraisal of the Propertylile adefault exists or to comply with legal requirements affecting Lender, Grantor der's request, agrees to reimburse Lender for the reasonable cost of any such appra ° al. If for fails to reimburse Lender for any such appraisal within 20 days of Lender's" ritten red t, that failure is a default under this Deed of Trust. 15. Grantor agrees to allow Lender or Lender's agents to enter troperty at reasonable times and inspect it and any personal property in which Lender is granted a security interest by this Deed of Trust. 16. Grantor may not sell, tran "� _, therwise dispose of any Property, whether voluntarily or by operation of law, excep r cci ation or to obtain utility easements, without the prior written consent of Lender f gre 11 may be conditioned upon (a) the grantee's integrity, reputation, character, itworthi ss, and management ability being satisfactory to Lender; and (b) the grantee's ecuting, before such sale, transfer, or other disposition, a written assumption agreement coVv IV, ing any terms Lender may reasonably require, such as a principal pay down on the Obigations, an increase in the rate of interest payable with vq o the Obligations, a transfer fee, or any other modification of the Note, this Deed iust ; cIV � ,�z,4y other instruments evidencing or securing the Obligations. ��m for may not ca � e or permit any Property to be encumbered by any liens, security interests, o=_„ umbrances c� ° er than the liens securing the Obligation and the liens securing ad valorem taxi. not yet du and payable and the Permitted Exceptions without the prior written consent o der, granted, consent may be conditioned upon Grantor's executing, before granting such! .:`tt written modification agreement containing any terms Lender may require, such as a prig al pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, an approval fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust without the prior written consent of Lender other than the Declaration of .and Use Restrictive Covenants ("LURA") which will be executed by Grantor on the form required by the Texas Department of Housing and Community Affairs ("TDHCA"), which is hereby approved, and such approval of the LURA shall be reflected by Lender's execution of DEED OF TRUST —HOME FUNDS Page 10 Harmon Villas Investments, L.P. Rev. 2-18-13 the form of Consent and Subordination of Lienholder which is required by the TDHCA. Lender acknowledges and agrees that, in the event of a foreclosure of its interest under this Deed of Trust, the following rule contained in Section 42(h)(6)(E)(H) of the Internal Revenue Code of 1986 (the "Code") shall apply. For a period of 3 years from the date of foreclosure, with respect to any unit that had been regulated by the LURA, (i) none of the eligible tenants occupying those units at the time of foreclosure may be evicted or their tenancy terminated (other than for good cause), (H) nor may any rent be increased except as otherwise permitted under Section 42 of the Code. If granted, consent for loans and documents other than the LURA may be conditioned upon the Subordinate Instrument's containing express venants to the effect that - a. the Subordinate Instrument is u.�,' ndition�lly subordinate to this Deed of Trust;r b. if any action is instituted to forecloses rwise enforce the Subordinate Instrument, no action may be taken that, Id terminate any occupancy or tenancy without the prior written consent„ . ender, and that consent, if granted, may be conditioned in any manner L v etermines; c. rents, if collected by or for the holder of the Subs dinate Instrument, will be applied first to the payment of the Obligations then due and to expenses incurrednership, operation, and maintenance of the Property in any order jnderfi i determine, before being applied to any indebtedness securd the Subordinate Instrument; d. written nip ofd�under the Subordinate Instrument and written notice of the comrn , emei� bction to foreclose or otherwise enforce the Subordinate Tris ; ant must be given to Lender concurrently with or immediately after urrence of any such default or commencement; and e. in the event of the b ptcy of Grantor, all amounts due on or with respect to the Obligations and this Deed of Trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument. Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any of its membership interests; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, or (3) except for a limited partnership interest in a low income housing project, the withdrawal from or DEED OF TRUST —HOME FUNDS Page 11 Harmon Villas Investments, L.P. Rev. 2-18-13 admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender; and (b) the execution, before such event, by the person succeeding to the interest of Grantor in the Property or ownership interest in Grantor (or security interest in such ownership) of a written modification or assumption agreement containing such terms as Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. Notwithstanding anything to the contrary herein, neither the withdrawal, removal, replacement, and/or addition of a general partner of the%cantor pursuant to the terms of the Partnership Agreement, nor the withdrawal, replac,tint, d/or addition of any of Grantor's limited partners or its limited partner's general p " ers or m mbers, shall constitute a default under any of the Loan documents, and any suclrac�i _�shall accelerate the maturity of the Loan, provided that any required substitute Grantor's g - arf er is reasonably acceptable to Lender and is selected with reasonable promptness. And bstitute general partner that is an e affiliate of Grantor's limited partner is hereby deemed accpa e to Lender. Further, none of the actions described in this paragraph will constitute a matert� , ge in ownership which would trigger termination of the Contract as hereinafter defined 17. Grantor permit any junior en �iml encumbrance agairizit J. I Grantor on the form req encumbrance is filed again; either remove the involuntE to Lender against the invol 18. This Deed of Trust interest of all parties. to grant any lien or security interest in the Property or to to be recorded or any claim to otherwise become an ether than the proposed LURA which will be executed by HCA, which is hereby approved. If an involuntary or agrees, within 30 days of actual notice, to lnbrance or insure against it or provide a bond acceptable benefits, and may be enforced by the successors in 19. If Grantor and Borrower are not the same person, the term Grantor includes Borrower. 1 0. Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. 21. Grantor agrees to pay reasonable 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. DEED OF TRUST —HOME FUNDS Page 12 Harmon Villas Investments, L.P. Rev. 2-18-13 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. The debt and the performance secured by this Deed of Trust is a nonrecourse obligation of Borrower. Neither Borrower nor any of its general and limited partners nor any other party shall have any personal liability for repayment of th 'fir oan described in the Contract. The sole recourse of Lender under the Loan do Ccumen or re ayment of the Loan or performance of any of the Obligations shall be the exercis right against the security for payment as defined in the Note. E. Construction Loan Mortgage l . This Deed of Trust is a "construction mortgage" within tl� eaning of Section 9.334 of the Texas Business and Commerce Code. The liens and se` urity interests created and granted by this Deed of Trust secure an obligation incurred for the construction or rehabilitation of improvements on lob 2. Grantor agrees to complyi Secretary Contract No. 44181 between Gra the Note and this Deed of Trust. All advani indebtedness of Grantor secured by the li advances are conditioned as provided in the 3 �� s, covenants and con itions o City �Lift e "Contract") which requires Wade by} nder under the Contract will be created by this Deed of Trust, and such isbursed 4. From erne to time as Lender deems reasonably necessary to protect Lender's interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form as Lender directs but subject to the rights of any senior lien holders, assignments of any and all rights or claims that relate to the construction of improvements on the Property. 5. In case of breach by Grantor of the terms, covenants and conditions of the Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or without entry on the Property, may (a) invoke any of the rights or remedies provided in the Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies provided in this Deed of Trust, or (c) do both. DEED OF TRUST —HOME FUNDS Page 13 Harmon Villas Investments, L.P. Rev. 2-18-13 F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE FOLLOWING CONDITIONS AND RESTRICTIONS. The Note secured by this Deed of Trust is the Note required in the Contract between Grantor and Lender and has been executed and delivered in accordance with its terms. The funds advanced by Lender are HOME funds and the Contract requires that the 3 residential rental units located on the Property assisted with HOME Funds he "HOME Units") must qualify and remain affordable rental housing in accordance with the HOME Program and the HOME Regulations for the 20 year Affordability Period more particularly defined in the Contract. The Obligations described in the Contract evidenced by the Note and secured by this Deed of Trust will be in default if the HOME Units more particularly described in thntract do not remain affordable rental housing for the duration of the Affordab I er' od, subject to the next available unit rule. This Deed of Trust has also been of the Contract. Grantor agrees to perform each ands r and will not permit a default to occur thereunder. An N Grantor's obligations under the terms of the Contract` HOME Regulations shall be deemed a default in the terms invoke any remedies provided herein for default. DEED OF TRUST —HOME FUNDS Harmon Villas Investments, L.P. pursuant to the terms obligation set forth therein ault in the performance of HOME Program or he Note and Lender may Page 14 Rev. 2-18-13 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. HARMON VILLAS INVESTMENTS, L.P., a Texas limited partnership By: Harmon Villas Development, LLC, a TexasNaltrtner d liability company, its Gene By: STATE OF TEXAS § This instrument was ack ledga� fore me on , 2013 by Jay O. Oji, the Mang of Harmo "Villas , eipient, LLC, a Texas limited liability company, the GenePof rt��armori las Investments, L.P., aTexas limited partnership, acting oIng n behalsuch limiteartner Notary Public, State of Texas AFTER RECORDING RETURN TO: City of Fort Worth City Attorneys Office Attention: Vicki S. Ganske 1000 Throckmorton Street Fort Worth, Texas 76102 DEED OF TRUST —HOME HINDS Page 15 Harmon Villas Investments, L.P. Rev. 2-18-13 Exhibit "A" Legal Description BEING A TRACT OF LAND SITUATED IN THE WILLIAM MCCOWEN SURVEY, ABSTRACT NUMBER 999, CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AND BEING A PORTION OF THAT CERTAIN TRACT OF LAND DESCRIBED BY DEED WITH BILL OF SALE TO FIRST NATIONAL BANK, AS RECORDED IN COUNTY CLERK'S FILING NUMBER D210273984, COUNTY RECORDS, TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS. BEGINNING AT A P.K. NAIL FOUND AT THE SOUTHWEST PR�TY CORNER OF SAID FIRST NATIONAL BANK TRACT, SAID POINT BEING ON ROAD; THENCE N 00016153"W 1561,08 FEET (PREVIOUSLY RECO AS N 0001513811E) IN AND ALONG SAID HARMON ROAD AND ALONG THE "ST P ERTY LINE OF SAID FIRST NATIONAL BANK TRACT TO A P.K. NAIL F �: yUND, F WHICH AN RON ROD FOUND BEARS N 00°16'53"W, 639.38 FEET ANDS 57018'20 185.38 FEET, SAID IRON BEING THE SOUTHWEST LOT CORNER OF LOT 22, BLOG Q PRESIDIO VILLAGE PHASE 11A3 AS RECORDED IN CABINET A, SLIDE 10903, PLAP ORDS, TARRANT COUNTY, TEXAS, THENCE S 3100815411E, 492.00 FEET DEPARTING SAID HARMON ROAD AND SAID EAST PROPERTY LINE TO A 5/8 ING$IRON ROD WITH CAP STAMPED "PELOTON" FOUND; �. o THENCE S 31008106"E, 129.88 FEET TO 5% IRON ROD WITH CAP STAMPED "PELOTON" FOUND; THENCE S 00016121 "E, 382.90 FEET TO A�,/%8 Ii � 4 �. WITH CAP STAMPED "PELOTON" FOUND; ` THENCE S 48°5132E, 144.21 FEET TO A 5/,;, CH IRON ROD WITH CAP STAMPED "PELOTON" FOUND; THENCE S 48°49'35"E, 638.08 FEET TO A 5/8 INS IRON ROD WITH CAP STAMPED "PELOTON" FOW; THENCE 51'� 115.24 FEET TO A 5/8 INCH IRON ROD WITH CAP STAMPED 'PELO ' 1 FOUND E SOUTH PROPERTY LINE OF SAID FIRST NATIONAL BANI m. CT AND THE RTH LINE OF LOT 1, BLOCK B, THE PRESIDIO, AS REGORDE, s IN CABINET SLIDE 12796, PLAT RECORDS, TARRANT COUNTY, TEXAS, OM WHIG AN IRON ROD FOUND BEARS N 8900011611E, 917.89 FEET AND N 00°58'1 , 15.03 F T, SAID IRON BEING THE SOUTHWEST LOT CORNER OF LOT 65, BLOCK RES aO VILLAGE SOUTH, PHASE 1, AS RECORDED IN CABINET A, SLIDE 11922, PLA3 _; LCORDS, TARRANT COUNTY, TEXAS; THENCE S 89000'16 905.33 FEET (PREVIOUSLY RECORDED AS S 89032147"W) ALONG THE SOUT PROPERTY LINE OF SAID FIRST NATIONAL BANK TRACT AND THE NORTH LOT LINE OF SAID LOT 1, BLOCK B, THE PRESIDIO, TO THE POINT OF BEGINNING, AND CONTAINING 633,753 SQUARE FEET, OR 14.549 ACRES OF LAND MORE OR LESS. DEED OF TRUST —HOME FUNDS Page 16 Harmon Villas Investments, L.P. Rev. 2-18-13 e Exhibit Permitted Encumbrances 1. Declaration of all Use Restrictive Covenants by and between Harmon Villas Investments, LP, a Texas limited partnership, Texas Department of Housing and Community Affairs, a public and official agency of the State of Texas, and CommunityBank of Texas, N.A. to be recorded in the Real Property Records of Tarrant County, Texas. 2. All deeds of trust, mortgages and other loan documents securing the Promissory Note to CommunityBank of Texas, N.A. 3. The Subordination Agreement. 4. Rights of tenants in possession, as tenants��t and , � � y unrecorded leases or rental agreements. 5. Restrictive Covenants recorded in Volume 147 ; Page 212; Instrument No. lee D205083357 and Instrument No. D206041372, of tl;ti„ yr; 1 Property Records of Tarrant County, Texas, as noted on survey dated Jara` ry 10, 2012, prepared by Terence A. Murray, R.P.L.S. No. 6059.. �w 6. Any discrepaz�es, corgi ts, or shortages in area or boundary lines, or any ell 11 encroachmen rot ruN ns, or any overlapping of improvements. 7. Any titles or rights rted ` �� including, but not limited to, persons, the public, corporations, ga dents or other entities. 8. Standby fees, taxes and asset" ments by any taxing authority for the year 2012, and subsequent years; and subs quent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 9. Liens and leases that affect the title to the land, but that are subordinate to the lien of the insured mortgage. 10. Any portion of the property described herein within the limits or boundaries of any public or private roadway and/or highway, including, but not limited to, that portion of the subject property lying within the boundary of Harmon Road. DEED OF TRUST —HOME FUNDS Harmon Villas Investments, L.P. Page 17 Rev. 2-18-13 11. All, leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records of Tarrant County. 12 Easement dated November 9, 1990, executed by Jerita Foley Buschman et al, to the City of Fort Worth recorded in Volume 10347, Page 708, Real Property Records, Tarrant County, Texas, as shown on survey dated December 11, 2012, prepared by Todd A. Bridges, R.P.L.S. No. 4049. 13. City of Fort Worth Permanent Water Line Easement dated February 8, 2005, executed by 90 North Fort Worth, Ltd. to City of Fort Worth recorded under Instrument No. D205080302, Real Property Records, Tarrant County, Texas, as shown on survey dated December 11, 2012, pr red by Todd A. Bridges, R.P.L.S. No. 4049..�� v 14. Interest in and to all coal, lignite, oil, ga§�� other x��perals, and all rights incident thereto, contained in instrument dated Novem 1 94, filed November 29,1944, in Volume 1677, Page 19, of the Deed Recordsd rrant, Texas as noted on survey dated December 11, 2012, prepared by Todd A. Br - s, R.P.L.S. No. 4049. 15. Interest in and to all coal, lignite, oil, gas and other murals, and all rights incident thereto, contained in instrument dated November 16,1959, filed December 21,1959, in Volume 3398, Page 451, of the Deed Records of Tarrant, Texas, as noted on survey dated December 11, 2012, prepared by Todd A. Bridges, R.P.L.S. No. 4049. 16. Interest in and to all coal, lignite, oil, gas and other minerals, and all rights incident therelq, oy ined in instrument dated September 30, 2004, filed October 1, 20045 r Ins 3 ; No. D204307925 of the Real Property Records of Tarrant, Texas, hick documer tains the following language: "Grantor specifically waives and re ` quishes any,, t to use the surface of such land for any reason, including, wi limitation, right to enter upon the Property for the exploration and/or reva f such O and Gas and the right to place or maintain any structures, improveri s, eqy. ment or pipelines in, on, or under or across the Property or to install any fix or facilities on the surface of such land, except for such surface use as may b y ermitted under that certain (i) Access Road and Surface Easement and Oil and Gas Lease Agreement, and (ii) Pipeline Easement and Right of Way and Oil and Gas Lease Amendment, each entered into by Grantor and Antero Resources I, L.P., dated Sept. 30, 2004.", as noted on survey dated December 11, 2012, prepared by Todd A. Bridges, R.P.L.S. No. 4049. 17. Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated October 14, 2003, by and between Foley Legacy Land, Ltd., et al, as Lessor, and Antero Resources I, LP, as Lessee, recorded on November 13, 2003 in Volume DEED OF TRUST —HOME FUNDS Page 18 Harmon Villas Investments, L.P. Rev. 2-18-13 17398, Page 246, of the Real Property Records of Tarrant County, Texas, as noted on survey dated December 11, 2012, prepared by Todd A. Bridges, R.P.L.S. No. 4049. 18. Pipeline Easement and Right -of --Way and Oil and Gas Lease Amendment dated September 29, 2004, executed by and between Foley Legacy Land, Ltd. and Antero Resources Pipeline, LP et al, recorded in Instrument No. D204307922, corrected under Instrument No. D204359830, Real Property Records, Tarrant County, Texas, as shown on survey dated December 11, 2012, prepared by Todd A. Bridges, R.P.L.S. No. 4049. 19. Access Road and Surface Easement and Oil andWG00 11a ease Amendment dated September 30, 2004, executed by and between F0,1Z Lega'y Land, Ltd. et al, and Antero Resources I, LP, recorded under Instrument Xo. D2023, Real Property Records, Tarrant County, Texas, as shown on survey dated Dec er 11, 20123 20. The following as shown on survey dated January 10, 2012, prepared 'Terence A. Murray, R.P.L.S. No. 60596 a. Overhead electric power b. Gravel road over and acr DEED OF TRUST —HOME FUNDS Harmon Villas Investments, L.P. outh and West property lines. Page 19 Rev. 2-18-13 EXHIBIT "v REIMBURSEMENT FORMS HARMON VILLAS INVESTMENTS, L.P. HOME CONSTRUCTION CONTRACT —EXHIBITS Harmon Villas Investments, L.P. —Harmon Villas INVOICE Agency: Harmon Villas Investments, L.P. Address: City, State, Zip: Project: Period of Service: Harmon Villas Attachment I Contractor's Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of the contract between City and Agency. By signing this invoice, I certify that to the best of my knowledge and belief the data included in this report is true and accurate. It is acknowledged that the provision of false information could leave the certifying official subject to the penalties of federal, state, and local law. Signature and Date: Name: Title: HOME CONSTRUCTION CONTRACT -EXHIBITS Harmon Villas Investments, L.P. —Harmon Villas City of Fort Worth i Housing and Economc Development Department Expenditure Worksheet Developer: Project: Harmon Villas Investments, L.P. Harmon Was Attachment II 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Total *Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if applicable. HOME CONSTRUCTION CONTRACT —EXHIBITS Harmon Villas Investments, L.P. —Harmon Villas EXHIBIT "G" PROJECT COMPLIANCE REPORT: RENTAL HOUSING HARMON VILLAS INVESTMENTS, L.P. HOME CONSTRUCTION CONTRACT —EXHIBITS Harmon Villas Investments, L.P. —Harmon Villas 3 1� r 0 m z Z v o 3 m mp a :( n C L oo a a NN 0 7 = oa0 DCL o mm ,DS a m CD Cc: aO m N too m In' a SD E NN FL °am m cCD N WC a Car =OO 5 3 3 O ryOO O N N d m m _ 0 D d O m m (D (D O" T m m 9 v (D N A = �y y�mma (D 3 � m � 0 Oy m m OO d o v 0 to a m o O CL m A W N u) 0 N N N `G O N m I a ! N i � i D 0 3 m 3 gogo0 m m D D N (yid F T. Z Z N Dt m m Ro W W n � F � N ri CD m N O. v m G j 9 M C x 3 a 0 1 = Or ((D O � gym= J o 7 r (D = v z n' v 3 J m i i 7 = m U S o 0 S = m co 0>v �8 Imo o w = N a C F� v CD CD m O .. S ci a (D O 7 N 9 7 N C o C_7 O d o 3 v m = 41 a v _ n .J v [(>nn K O m N = O O Q N O N 0 a -n 0 3 i z v 3 (D EXHIBIT "H" FEDERAL LABOR STANDARD PROVISIONS (DAMS -BACON REQUIREMENTS) HARMON VILLAS INVESTMENTS, L.P. NOT APPLICABLE HOME CONSTRUCTION CONTRACT —EXHIBITS Harmon Villas Investments, L.P. —Harmon Villas EXHIBIT "I" SECTION 3 REPORTING FORMS HARMON VILLAS INVESTMENTS, L.P. HOME CONSTRUCTION CONTRACT —EXHIBITS Harmon Villas Investments, L.P. —Harmon Villas EXHIBIT "Iff Section 3 Summary Report Economic Opportunities for Low — and Very Low -Income Persons Section back of page for Public Reporting Burden statement U.S. Department of Housing and Urban Development Office of Fair Housing And Equal Opportunity OMB Approval No: 252M043 HUD Field Office: (exp. 11 /30/2010) 1. Recipient Name & Address: (street, city, stale, zip) 2. Federal Identification: (grant no.) 3. Total Amount of Award: 4. Contact Person 5. Phone: (Include area code) 6. Length of Grant: 7. Reporting Period: B. Date Report Submitted: 9. Program Code: (Use separate sheet for each program code) 10. Program Name: Part I: Employment and Training * Columns B, C and F are manda ory fields. Include New Hires in E &F A Job Category B Number of New Hires C Number of New Hires that are Sec. 3 Residents D % of Aggregate Number of Staff Hours of New Hires that are Sec. 3 Residents E % of Total Staff Hours for Section 3 Employees and Trainees F Number of Section 3 Trainees Professionals Technicians Office/Clerical Construction by Trade (List) Trade Trade Trade Trade Trade Other List Total `Program Codes 1 =Flexible Subsidy 2 =Section 202/811 3 = Public/Indian Housing A =Development, B =Operation C = Modernization 4 =Homeless Assistan 5=HOME 6 =HOME Stale Administered 7 =CDBG Entitlement 8 =CDBG State Administered 9 = Other CD Programs 10 =Other Housing Programs Page 1 of 2 form HUD 60002 (6/2001) Ref 24 CFR 135 Part II: Contracts Awarded Construction Contracts: A. Total dollar amount of all contracts awarded on the project B. Total dollar amount of contracts awarded to Section 3 businesses C. Percentage of the total dollar amount that was awarded to Section 3 businesses D. Total number of Section 3 businesses receiving contracts 2. Non -Construction Contracts: A. Total dollar amount all non -construction contracts awarded on the project/activity B. Total dollar amount of non -construction contracts awarded to Section 3 businesses C. Percentage of the total dollar amount that was awarded to Section 3 businesses D. Total number of Section 3 businesses receiving non -construction contracts Part III: Summary Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs, to the greatest extent feasible, toward low -and very low-income persons, particularly those who are recipients of government assistance for housing. (Check all that apply.) Attempted to recruit low-income residents through: local advertising media, signs prominently displayed at the project site, contracts with the community organizations and public or private agencies operating within the metropolitan area (or nonmetropolitan county) in which the Section 3 covered program or project is located, or similar methods. Participated in a HUD program or other program which promotes the training or employment of Section 3 residents. Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the definition of Section 3 business concerns. Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located. Other; describe below. Public reporting for this collection of information is estimated to average 2 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB number. Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 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. Insttuctions: 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 11 of the form relates to contracting, and Part III summarizes recipients' efforts to comply with Section 3. Recipients or contractors subject to Section 3 requirements must maintain appropriate documentation to establish that HUD financial assistance for housing and community development programs were directed toward low- and very low-income persons.` A recipient of Section 3 covered assistance shall submit one copy of this report to HUD Headquarters, Office of Fair Housing and Equal Opportunity. Where the program providing assistance requires an annual performance report, this Section 3 report is to be submitted at the same time the program performance report is submitted. Where an annual performance report is not required, this Section 3 report is to be submitted by January 10 and, if the project ends before December 31, within 10 days of project completion. Only Prime Recipients are required to report to HUD. The report must include accomplishments of all recipients and their Section 3 covered contractors and subcontractors. HUD Field Office: Enter the Field Office name. 1. Recipient: Enter the name and address of the recipient submitting this report. 2. Federal Identification: Enter the number that appears on the award form (with dashes). The award may be a grant, cooperative agreement or contract. 3. Dollar Amount of Award: Enter the dollar amount, rounded to the nearest dollar, received by the recipient. 4 & 5. Contact Person/Phone: Enter the name and telephone number of the person with knowledge of the award and the 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 Pager 8. Program Code: Enter the appropriate program code as listed at the bottom of the page. 9. Program Name: Enter the name of HUD Program corresponding with the "Program Code" in number 8. Part I: Employment and Training Opportunities Column A: Contains various job categories. Professionals are defined as people who have special knowledge of an occupation (i.e. supervisors, architects, surveyors, planners, and computer programmers). For construction positions, list each trade and provide data in columns B through F for each trade where persons were employed. The category of "Other" includes occupations such as service workers. Column B: (Mandatory Field) Enter the number of new hires for each category of workers identified in Column A in connection with this award. New hire refers to a person who is not on the contractor's or recipient's payroll for employment at the time of selection for the Section 3 covered award or at the time of receipt of Section 3 covered assistance. Column C: (Mandatory Field) Enter the number of Section 3 new hires for each category of workers identified in Column A in connection with this award. Section 3 new hire refers to a Section 3 resident who is not on the contractor's or recipient's payroll for employment at the time of selection for the Section 3 covered award or at the time of receipt of Section 3 covered assistance. Column D: Enter the percentage of all the staff hours of new hires (Section 3 residents) in connection with this award. Column E: Enter the percentage of the total staff hours worked for Section 3 employees and trainees (including new hires) connected with this award. Include staff hours for part-time and full-time positions. Column F: (Mandatory Field) Enter the number of Section 3 residents that were trained in connection with this award. Part II: Contract Opportunities Block 1: Construction Contracts Item A: Enter the total dollar amount of all contracts awarded on the project/program. Item B: Enter the total dollar amount of contracts connected with this project/program that were awarded to Section 3 businesses. Item C: Enter the percentage of the total dollar amount of contracts connected with this project/program awarded to Section 3 businesses. Item D: Enter the number of Section 3 businesses receiving awards. Block 2: Non -Construction Contracts Item A: Enter the total dollar amount of all contracts awarded on the project/program. Item B: Enter the total dollar amount of contracts connected with this project awarded to Section 3 businesses. Item C: Enter the percentage of the total dollar amount of contracts connected with this project/program awarded to Section 3 businesses. Item D: Enter the number of Section 3 businesses receiving awards. Part III: Summary of Efforts — Self -explanatory The Secretary may establish income ceilings higher or lower than 80 percent of the median for the area on the basis of the Secretary's findings such that variations are necessary because of prevailing levels of construction costs or unusually high- or low-income families. Very low-income persons mean low-income families (including single persons) whose incomes do not exceed 50 percent of the median family income area, as determined by the Secretary with adjustments or smaller and larger families, except that the Secretary may establish income ceilings higher or lower than 50 percent of the median for the area on the basis of the Secretary's findings that such variations are necessary because of unusually high or low family incomes. form HUD 60002 (11/2010) Ref 24 CFR 135 Official site of the City of Fort Worth, Texas CITY COUNCIL AGENDA FORTWOR`T1r COUNCIL ACTION: Approved on 3/20/2012 - Resolution No. 4068-03=2012 DATE: 3/20/2012 REFERENCE NO.. **C-25488 LOG NAME: 17HARMONVILLAS CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Change of Use and Expenditure of $300,000.00 of HOME Investment Partnerships Program Grant Funds to Sphinx Development Corporation or its Designated Affiliate, in the Form of an Interim Loan for Harmon Villas, a Multifamily Housing Development to Be Located at 9592 Harmon Road, Authorize Execution of a Conditional Commitment and Contract, Authorize Substantial Amendment to the City of Fort Worth's 2009-2010 and 2010-2011 Action Plans and Substitution of Funding Years and Adopt Resolution Supporting the 2012 Low Income Housing Tax Credit Application for the Development (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council: 1. Authorize a substantial Amendment to the City of Fort Worth's 2009-2010 and 2010-2011 Action Plans; 2. Authorize substitution of current and prior funding years in order to meet commitment, disbursement and expenditure deadlines for grant funds from the United States Department of Housing and Urban Development; 3. Authorize Change in Use and expenditure of $300,000.00 in prior years HOME Investment Partnerships Program Grant funds to the Sphinx Development Corporation or its designated affiliate, in the form of a interim repayment loan for the development of Harmon Villas; 4. Authorize the City Manager or his designee to execute a Conditional Commitment with the Sphinx Development Corporation or its designated affiliate, for a interim repayment loan that conditions funding on the completion of the Environmental Review, satisfactory completion of HOME requirements, and among other things, receipt of Low Income Housing Tax Credits from the Texas Department of Housing and Community Affairs; 5. Authorize the City Manager or his designee to execute a HOME contract with Sphinx Development Corporation or its designated affiliate, for the Development for a term beginning on the date of execution of the contract and ending on the date the 20 year affordbility period expires; 6. Authorize the City Manager or his designee to extend or renew the Conditional Commitment or the Contract for up to one year if Sphinx Development Corporation requests an extension and such extension is necessary for completion of the Development; 7. Authorize the City Manager or his designee to amend the Conditional Commitment or the Contract if necessary to achieve project goals provided that the Amendment is within the scope of the Development and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds; and 8. Adopt the attached Resolution supporting the 2012 Low Income Housing Tax Credit application. DISCUSSION: The Housing and Economic Development Department issued a Request For Proposals (RFP) in January to award HOME Investment Partnerships Program (HOME) Grant funds to developers applying to the Texas Department of Housing and Community Development Affairs (TDHCA) for Low Income Housing Tax Credits (LIHTC). On January 20, 2012, the Sphinx Development Corporation (SDC) submitted a response requesting $300,000.00 of the available HOME funds for construction costs related to the development of the Harmon Villas (Development), a 150 unit multifamily complex to be located at 9592 Harmon Road. Staff reviewed all RFP submissions and recommends the award to SDC or an affiliate, of $300,000.00 in HOME funds in the form of a subordinate interim loan for eligible costs for the Development. The Development will consist of one, two and three -bedroom units. All of the units will be available for rent to households earning 60 percent or less of Area Median Income (AMI) as determined by the United States Department of Housing and Urban Development (HUD). SDC will hire a Social Services Coordinator to coordinate various services and activities for tenants. The complex will include amenities such as a controlled access gates, furnished clubhouse, fitness room, activity room, water features and a gazebo. SDC has submitted an application for LIHTC to the TDHCA as part of the financing for the Development. Total Development cost is approximately $1%8011920.00. Staff recommends the followinq HOME loan terms: i. Designate HOME -assisted units according to HOME regulations with a 20 Year Affordability Period; ii. Secure payment and performance of the HOME requirements by a Deed of Trust on the real property for the length of the Affordability Period; iii. One percent interest rate; and iv. Repayment of principal and accrued interest is due documents. three years from the date of the loan The commitment of HOME funds is conditioned upon the followinq: i. Receipt of funds from HUD; ii. Satisfactory completion of the environmental review per 24 CFR Part 58; iii. Authorization to use grant funds from HUD; and iv. Award of LIHTC by the TDHCA. Staff recommends the change in use and expenditure of $300,000.00 of HOME funds for the Development. HOME funds may be used for any eligible cost related to this Development. The Action Plan funding years selected may vary and be substituted based on the Principle of First In, First Out, in order to expend oldest grant funds first. The Development will benefit low and very low income citizens by providing them with quality, accessible, affordable housing. A public comment period on the intent to use HOME funds was held from February 15, 2012 to March 15, 2012. Any comments are maintained by the Housing and Economic Development Department in accordance with federal regulations. This development is located in COUNCIL DISTRICT 2. 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 GR76 539120 017206461180 $300.000.00 Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: FROM Fund/Account/Centers GR76 539120 017206461990 $300.000.00 Fernando Costa (6122) Jay Chapa (5804) Cynthia Garcia (8187) Avis F. Chaisson (6342) ATTACHMENTS HarmonVillasCouncilMap.pdf LIHTC Harmon Villas Resolution 3-20-1 (2).doc