HomeMy WebLinkAboutContract 54954STATE OF TEXAS
COUNTY OF TARRANT
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This contract ("Contract") is made and entered znto by and between the City of Fort Worth
(hereafter "City") and Palladium Fain Street, Ltd. a Texas limited partnership (hereafter
"Deveio�er"), City and Developer may be xeferred to indivic�ualIy as a"Pariy" and jointly as "ihe
Parties."
The Parties state as folIows:
WHEREAS, City has received a gran.i from the United States Department of Housing and
Urban Developmenf thraugh t�e HOME Investment Partnerships Pragra�n, Catalog o� Fedexal
Domestic Assistar�ce No. 14.239, wiih which City de�ires to promote activiizes that expand the
supply a� a�fordable housing and the developm�nt of parinerships a�xi.ong City, Zoca1 governments,
local lenders, private industry and neighborhood-based nonpxof t hou�ing organizations;
WHEREAS, the primary purpose of the HOME prograrn pursuanti to the HOME Investxxaent
Partnerships Act ai TrtIe II of the Cranston Gonzales National Affordable Housi�g Act of 1990, as
amended, A-2 U.S.C. 12701 et seq. and the HOME Investment Partnexships Pxogram Fina1 Rule, as
aznended, 24 CFR Part 92 et seq., is to benefit Iow- and moderate-zncome individuals and famalies by
providing them with affordablo housing;
WHEREAS, Deve�oper is a Texas limited partnership cansisfing of Pa.Zladium Fai� ,�ireet
GP, LLC, as General Partner; RAH Znvestor 273 LLC a Mississippi limited Iiabi�ity company, as
Investment Limifed Partner; and SiexIing Corporate Services, LLC, a Ne�v York limited liability
company, as ��ecial Limited Partner; and
WHEREA�, Developer pxoposes to use HOME funds for an eligible project under the
HOME Regulatians wk�ereby Developer will construct, develop, own, and operate a new 90-unit
mixed-inconne naultifamily rental complex in the City;
WHEREAS, to furiher the City's goaI of z�cxeasing the siock of affordable housing �nits,
the City Council adopted a policy far the inclu,sion of very low-income hous�ng units sef aside for
households with incames at or below 30% of the area median income as a condition for obtaining
a Resolution o� Support from the City Council �or applications to fhe Texas Depart�ezat of Housing
azzd Community Affairs for 2020 Competitive (9%) Housing Ta.x Cxediis (M&C G� 19421 �nd M&C
G-1943 5). The poiicy required that a minimum of � 0% of the total Proj ect �anits be market rate units
and 10% of the total Project units be 30°/n or below area median income housing unit�;
WHEREAS, based on Developer's representations that it would include 9 rnar�e� rate units
and 9 a��ordable housing units in the Project for households earnin�a��r_below 30% of area rr�edian
income, the City Council adopted a Resolution of Support f.c�� i�e����r"� tax credit a�pplication
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(Resolution No. 5190-02-2020}. r•�
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HOME DEVELOP�R RENTAL CONTRACT
Palladium Pain Sireet, Ltd — Palladium Fain Street
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WHEREAS, Developer has received an avvard of 2024 Compeiitive {9%) Housing Tax
Credits from ihe Texas Depart�ent of Housing and Comm�nity Affairs for a portion of the costs
of the development of the Projeci to be cozx�zxxonly known as the Palladium Fain Street Apartments;
and
WHEREAS, City ciiizens and fhe City Council have detennined ihat ihe development of
quality, accessible, affoxdable housing is needed for maderate�, low-, and very Iow-incoxx�e City
citizens.
NOW, THEREFOR�, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all Exhibits and Attachments, ancl subject to the terms
and conditions hereinaffier �tated, the Parties und�rstand and agree as follows:
1. INCORPORATION OF RECiTALS.
City a�zd Deve�oper hereby agree that the recitals set forth above are i�ae and correct and
form the basis upon which �he Parties have entered into this Contract.
2. DEFINITIONS.
In addziion to terms defined in the body of this Contract, the following ierms sha11 hav� the
def nitions ascrzbed ta �hem as follows:
Accessible Units means units accessi�le to handicapped tenants. Developer musi comply wiih
Section 504 requirements and all other applicable Fedexal accessibilityrequirements.
The Required �rnpravements must contain I Accessible Units. Of these 7 units, S must be accessibl�
to individuals with xxaobil�ry impairments, and the other � must be accessible to individuals with
visual or hearing impairments.
Act xneans th� HOME Investmeni Partnerships Act at Tztle II af �lie Cranston Gonzales National
1�ffordable Housing Acf af 1990, as amended, 42 U.S.C. 12701 et seg.
Affordable Ren� means a re�t amount that does not exceed the High HOME Rent limit published
annually by HUD, with adjusiment for the bedroom size of the housing unit as more particularly
descrzbed in Exhibit "A" -- Project Summary.
Affordability Period means the period of time that HOME Units must be leased ta HOME
Eligible Households for Affordable Rent.
The AfFordability Period for this Project is 20 years. The Affordability Period begins on the date
that the Pxoject status is changed to "complete" inIDIS.
Affordability Requirernents means the HOME Units remain occupied by H�ME Eligib�e
Households paying Affordable Rent throughout the Affordability Period in accordance with the
tez-ims of this Contract and the HOME Regu�ations.
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Area Median Income or AMI means the median family incame �ox ihe k'ort Worth-ArIington
me�opolitan staizsizcal area as sei ar�uaily by HUD.
Business Day means any day that Fort Worth City Hail is officially open for business.
Business Diversiiy Enterprise Ordinance or BDE means the City's Busiz�ess Davexszty
Oxdinance, �xdi�ance No. 20020-12-2011.
Closing means the closing af the acquisition of the Property and con�truction financing by Developer.
Completc Documen�a�ion means the following documentaiion as applicable:
I. Attachments I aud II of Exhibi� "F" — Reimbursement Farms, vvith supporting
doczunentation as follows:
a. Proof of expense: invoices, leases, service contracts or other documentation
showing the nature of the cost and that payment is c�ue by Developer.
b. Proof af payment: cancelled checks, bank statem�nts, or wire firansfers necessary
to demonstrate that amounts due by Develaper were actuaIly pa.id by Developer.
2. Other documentation: (i) final lien releases signed by the general contractor or
subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass"
inspections for such work; (iii} documenta�tion to sho�cv compliance with SDE or DBE
bidding pracess far procurement or Contract activities, if applicable; (iv) proof of contractar,
subcontractar and vendor eIigibility as descr�bed in Section 6.6; and (v} any oiher
documents or records reasona�ly necessary to verify co,sts spent for the Project.
3. Complete Documentation shali meet the standards described in Exhibit "J" — Standards
for Cample�e Documenta�ion.
Com�letion means the substantia� com�letion of the Required Improvements as evidenced by a
Neighborhood Services Departmenf Minimal Acceptable Srandard Inspection report, HUD
Compliance Inspection Report and any other applicable final inspectian appraval from �he Czty
showing �hat the Requixed Impxovexxzents have xnet City and HOME standards.
Cornpletion Deadline means November 30, 2022.
Conversion means the date the Project's consfruction financing canverts to permanent financing
and begins principal amortization.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means any deed of trust from D�velop�r in favor af City covering the Property and
securing the ix�debiedness evzdenced thexein and Develaper's pex�o�ance o�the rec�uixe�aents of
this Coniract and the HOME Regulations, as �he same may be exiended, amended, restated,
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su�plemented or otherwise modified. The �artie,s agree to the use of the Deed of Trust in
substantially the form attached as Ea��ibit "E" — Loan Dacuments.
Deed Restriction means the recorded deed restricfion, covenant running with ihe Zand, or
agreement restricting the use af �lie Praperty, which ir�poses t.Iie Affordabiliiy Rec�uirements
beginning after Project completion, as requixed by 24 CFR Part 92.525(e)(1), vvhich will give the
City the righf to require specific pexfarmance, among other enforcement rights. The Parties agree to
fhe use of the Deed Restriction in substaniially the form attached as Exhibxt "L" — Deed
Resfriction.
Director means the Director of the City's Nezghborhood Services Department, or an� successor
department that manages the u�e of H�ME funds.
Effecfive Date means the date of execution by the last of the Parties af thzs Cantract.
Event of Default ineans anything described as an `Event of Default' in ihis Co;ntract.
HOME xxaeans the HOME Inve�tment Partnerships Program.
HOME Eligible Household m�ans a household whose ax�z�.ual income adjusied for family siz�
does not e�ceed 80% of AMI using the xnost curreni HUD Tncome Guidelines and Technicai
Guidarice for Deternninz�g Income anc� Allowances. The definition of annual income to c�etez�xzxine
tenani zncazx�e eIigibility shall be t.he definition at 24 CFR Part 5.609, as amendecl firozxz time to
time.
HOME Funds means the HOME Program graa�.t fiinds supplied by City to Developer under the
terms of'this Contract.
HOME Regulafions means ihe HOME Investment Partnerships Program Fznal Rule at 24 CFR
Part 92 et seq.
HOME Unit means a housing unit subj ect to the HOME Regulations leased to a HOME Eligible
Household at Affordab�e Rent for the duration of the Affordability Period as further described zn
Exhibi# "A" — Project Summary. The HOME Units can be designated as ei�her High andlor
Low HOME units. The �-IOME Units are floating.
Th;s Project contains 6 Home Units. O�these HOME UnFts, 3 are one-Uedroom units,
2 are t�vo-bedroom units, and l is a three�bedroom unit.
High HOME Eligible Tenant means (i) for a t�nant who is the firsi to occupy a High HOME
Unit, a tenant whose annual income adjusted for family size at the time of iniiial occupancy does
not e�ceed 60% of AMI, and (ii) for a tenani who is not the first to occupy a High HOM� Unit, a
tenant whose annuai incorne adjusted �or fazx�i�y �ize does noi exceed 80% ofAMI. Tenant income
rnust be verified using the most current HUD Income Guidelines and Technical Guzdance for
Determining Income and Al�owances su�aject to the income verifcation xequireix�ents of Section
7.2.
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High HOME Rent means a rent amouni ihat is the lesser of (i) the HUD-established Fair Markef
Rent for existing comparable housing units in the area, or (ii) 30% o� the adjusted 'zncame o� a
family whose annual income equais 6S% o� AMI with adjustment for the bedroom size of the
�ousing unzi. High Home Reni may noi exceed the maximum rent limitations set by HUD minus
uiility allowances as more particularly described in Section 7.5.4.
High HOME Unit means a unit that must be leased to a High H�ME Elzgible Tenant fox Higk�
HOME Reni. High HQME Units can float arnong units that are materially similar in number of
bedxooxr�s, squaxe footage, and amenities; however, if the units are not materially similar, ihen the
High HOME units must be fixed.
This Project contains 4 High HOME Units. Of these High HOME Uniis, 2, are one-bedroam
units, l are two-bedroom units, and 1 is a three-bedroozza uni1.
Housing Tax Credits means ihe federal housing tax credits alIocated to Developer for the Proj ect by
TDHCA under Section 42(h) of the Internal Revenue Code of 1986, as amended.
HUD means the United States Department a� Houszng and Urban Developmen�.
IDr� means Integrated Disbursement rnformation System, �ND's project tracking system.
In�vestor means ihe entity purchasing the housing tax credits, and any successars and assigns.
Investor Limited Partner means RAH �nvestor 273 LLC, a Mississippi limited liability company.
Loan means the HOME Funds provided to Developer by City under the terms of this Contract as
more particularIy described in tl�e Loan Documents.
Loan Documents means security instr���l�ents which Developer or any other party has ez�ecuted
azad delivered �o City including without lixxzztaiiorz, the City's Promissory Note and Deed of Tr�.�st,
or any other similar security instruments evidencing, securing or guaranieeing City's interest in ihe
Required Tmprovements constructed under #his Coniract and further evidencing, �ecuring, or
guaranteeing Developer's performance of the Affordability Requirem�nts during fhe Affordability
Period, including the Deed Restriction, all as the same may from time to iime be exiended,
azx�.ended, resiated, suppleznented ox otherwi�se �rzaodif ed.
Low HOME Eligible Tenant means a tenant whose annuaI income adjusted for family size does
not exceed �0% of AMI set by HUD. Tenant income must be verified using fhe most current
HUD Income Guidelines and Technical Guidance for Determining Income ar�d AIJawances subject
to Sec�io� 7.2 o�tkzis Co�txact.
Low HOME Rent means a rent amouni that is no more than 30% of the annual income of a family
at �0% of AMI adjusted for fa�nily size. Low Home Rent ma}� not e�ceed thc ma�imum rent
limitations established by HUD minus utility allowances as more pai�ticularly described in Section
7.5.�.
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Low HOME Unit z�neans a unit that must b� l�ased to Low HOME E�igible Tenant fox Low
HOME Rent. Low HOME Units can float among units that are materially similar in number of
bedrooms, square footage, and ameniiies; however, zf the units are no� materially similar, then ihe
Low HOME units musi be fixed. If there are more than S HOME Units, then 2U% af the tofa�
HOM� u�ifis must be designat�d as Lovv.
This Project contains 2 Low HOME U�its. ��these Low HOME Unifs,l is a one-bedroom unit, 1
are fwa-bedroom units, and 0 are three�bedroom unrt�.
Nexghborhood Services Department or NSD means the City's Neighborhoad Sezvzces DeparE�nent.
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Plans means the plans and specif cations xelated ta the Required Improvements prepared by the
Developer's architect which have been de�ivered to and then reviewed and approved by City on or
befoxe the Effective Date, and any and all amendments thexeto approved by City.
Projeet mean.s a 90-unit multifamily development located in Fort Worth, Tarrant Couz�ty, Texas.
Prom'rssory Note means any note in. the annount af the HOME Funds e�ecuted by Developer
payable to the order of City, as ihe same may be e�tended, amended, restat�d, suppiemented or
othexwise modified. The Parties agree to ihe use of a Promissoxy Note in substantially th� forrn
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 Tr�asi.
Property Manager means the entity hired by DeveIope� to manage the Project as a mixed-income
multifamily rental Projec� including market rat� ur�its, Housing Tax Credit units and HOME Uni�s.
Reimbursement Rec�uest means a11 reports and othex documentation described in �ection 10.
Required �mprovements or the Proj ect means ail the improvements fox a 90-unit affordahle mixed-
income multifamily rez�fial housing project to be constructed on the Property, together vv�1h al�
fi�tures, tenant improvements ax�d appuz-tenances n�w ar Iater fo be located on the Property andlor
in such improvements. The Req�ired Izxapxovem.ents are commanly kno�vn as the Pailadium
HOME DEVELOPER RENTf1L CONTRACT REV I I/05/202Q
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Fain Sireet Apartments. The current street addxess o�the Project is 1069 Kings Highway, Forf
Worth, TX.
Secfion �04 requiremen�s means the requirements oF Section 504 of the Rehabilitaiion Act of
1973 to provide acces,szble housing to persons with disabiliti�s. Section 504 requires that �% of the
units (but not less ihan 1 unit) in a newly constzucted znultifamily projecf must be accessible to
individ�als vwith mobiIity impairtnents, and an additional2% of the units (but not less than 1 unit)
must be accessibl� to individuals �c�vith sensory impairments.
Senior Indebtedness x�aeans all present and fuiure indebtedness, obIigation�, and liabilities
of Deveioper to Senior Lender undex or in coz�nection with the ioan documer�ts evidencing or
securing the first lien, HUD-insured 22 i(d}(4} loan to Developer by Senior Lender for th�
development of the Project, all as more particularly defined in ihe Subordination Agreexr�ez�t.
Senior Lender xz�ea�s Regions Bank, an Alabatria hanking corporation.
Special Lirnited Partner means Sterling Corporate Services, LLC, a New York limited
liability campan�.
Stabiliz�tion zx�eans by coz�version, a monthly av�rage physical occupancy of ai least 90% of ihe
total housing units have been leased :For 90 days. ,
Subordination Agreernent means the Subordination Agreement a.zxiong Deve�oper's construction
and permanent �na�cing lender, DeveIoper, and Ci-ry outlining the relative priori�ies o� tl�e
construction and permanent loan, and the City's Loan for theProject.
Sur�Ius Cash shall have the meaning as sei �orth in the HUD Regulatory Agreement:
"(1) Project cash and cash equivalents (excluding ihe Reserve for Replacemeni accaunt and
oiher
(2} short-texz� iz�vestments;
(3) Projeci-based Section 8 Housing Assistance Payments ear�ed but not yei received by
Borrower; and
(4) any a�nounts approved for withdrawal but not yet withdraw� from ihe Reserve for
Replacements or any other reserves or escrow accounts;
after deducting:
{5) all sums d�e or rec�uired to be paid wiihin the caien.dax zxzonth �o�lowing the date as of
which Surplus Cash is calcuIated under the terms of the Note and Securi�y ��struzne�t
{inc�uding withaut limitafion principal, interest, mortgage insurance premium deposits,
deposits to the Resexve for Replac�ments and other reserves a� may �e required by HUD,
and taY and insurance escrow deposits);
(6) all special funds required io be segregaied by this Agzeexnent, the Note, the Security
Instrument, or Program ObIigations, including tenant seczarity deposrts and any otk�ex
amounts k�eld in trust far ter�anis; and
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(7) all other obligations of the Project payable within the ne�t thirty days, unless the
obligation is paid subject to available Surplus Cash or subject funds for payment af the
obligation are set aside or HUD has approved deferment of payment."
TDHCA �xzeans the Texas Department a�Housing and Community Affairs.
T�nant Documenta�ion means any documentation allowed under the defzni�ioza of a�nnual income
in 24 CFR Part 5.609 suff cient to show that a tenant is a HOME Eligible Household.
Documentation may include but is not l�mited io copies of paychecks, Social Security and disability
verification ietters, interest or renfal income statements, retirement income statements, chiId support
atad alixnony vezification, unemploymeni benefit letters, and the like far initial tenant income
eligibility verifications, and the tenant income vexzfication required every 6rh year of the
Affordability Period. Documentation for tenant income eligibility verifications for other �han the
initial lease and the 6t�" year of the Affordabiliry Period shall be a City-approved income self
certificatian form.
3. TERM AND EXTENSYON.
3.1 Term of Contract.
The term ofthis Cantract cornmences on the Effective Date and terminates in � years unless
earlier terxninated as provided i� ihis Co�t�act
3.2 Extension of Contract.
This Contract may be extended for 2 one-year extensions if approved by City, in its sole
discretion. Develaper must �ubrriit a r�qu�st for an extension in �nrriting at least bD days prior io the
end of ik�e Coz�txaci tenm. The request for extensian sha11 include the reasons f�r the extension, and
Developer's anticipated budget, constzuction schedu�e and goals �ox the extended term. It is
specif cally understood that it is within City's sole discretion whether to approve or deny
Developer's rec�uest for an additional term. Any such extension shall be in the form of an
amendm�nt to this Contract.
3.3 Ter�nn o� Loa_n_�
The term of ihe Loan shall carnmence on fhe execution af the Loan Documents and mafures
on January 1, 2069�, unless z�odified in coznplxa�ce wiih this Contract a.�d the Loan Documents.
The Loan sha11 not be paid before the Senior Indebtedness, except as provided in seciion 5.7.1.10.
4. DTJTIES AND RESPONSIBILITIES OF CITY.
4.1 Requir�ments Prior to Commitment of HOME Funds.
4.l .l Pro.iect Assessment.
Pxior to coxnzx�zinaent o� the HOME Funds ta the specific local Praject
described herein, City has (i) identified the address ofthe Project; {zi} assessed
the current market demand in the neighborhood where the 1'roject will be
located; (iii) completed an environmental review in accordance wiih 24 CFR
Part 5$; (iv) reviewed alI necessary cammitments of financing, secured or
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other�vise including grants; (v} established a complete budget for the Project
in sufficient detail to determine total Proj ect developmenf casts and its
funding, including pxopased sources and uses; (vi) determined that Project
costs are reasonable; (vii} completed underwriting a.�d subsidy layerzng
requirements and determined that HOME funds are needed to fill a funding
gap; (viii) assessed the feasibility of Project construction comYnencing within
12 months of the commitment date; and {ix} esfablished a compl�tion sch�dul�
wzih dead�znes tk�at xneet alI HOME xequirennenfis.
4.1.2 DeveIoper Assessment.
Prior to commitment of the HOME Funds to the specific local Project
described herein, City I�as determin�d that (i) Developer has the financial
capacity and expexience to undertake the specific local Project; and (ii)
Developer meets the requirements to own, develop, or spansor tk�e houszng set
out in 24 CFR Part 92.300(a}.
�.2 Provide H4ME Funds.
City sha11 provide up io $R00,000.00 of HOME Funds in the form of the Loan for part of the
cost of acquisition of tl�e Property and construction of the Required Improvements, under the terms
and cnnditions of this Contract and the Loan Documents.
�.3 Caiv Wxll N�o�itox.
Ciiy will moniior the activities an.d performance of Developex an.d az�y of its contractoxs,
subcontractors or vendors throughout the Affordability Period, but no less than annually as
reqtzired by 24 CFR Part 92.504 in accordance with the �rovisions of Section 8.3.
5. DUTIES AND RESPONSISILITIES OF DEVELOPER.
5.1 Secure Firm Written Financial Commitnaents.
DeveIoper must obtain and f�arnish City wiih one or more firm written fnancial
cornmitments from non�speculative identified saurces in a total amount necessary to corr�plete ihe
Pxoject. All award or commitrnenf letters received from funders must be dated prior to the c�ate of
ihe Contxact.
5.1.1 City �ovill assess the firm written financial commiiments prior to the execution
of this Contract to ensur� that they are in facf, frm comrnitments and thaf (i)
the ternas a�nd amounts are cons�stent with the City's fnancial underwriting
of the Project; (ii) all ,sources are cozx�paiible wi�h HOME xec�uirerz�ents; aa�d
(iii) a11 funds can reasonably be expected io close prior to the disbursement
of fhe HOME Funds.
5.2 Constructio� a�' Reauir�d �mnro��m�n#�.
Developer shall complete the construction of the Reqtaired Improvements as descxibed in
Earhibit "A" -� Project Summary in accordance with the Plans, the schedule sei forth in Exhibi�
"C" - Construction and Reimbursement Schedr�le, and the �erms and conditions of this Cantract.
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5.2.1 Written Cost Estimates, Constructiian Cantracts and Construction
Documents. �
Prior to Contraci execution, Developer shall submit any constxuction coz�tracts
and construction documenfs to City to show the work to be undertaken for the
Requa�ed Improvements in suf'ficient detail that City can perform all required
inspections in accoxda�zce wzth 24 CFR Part 92.251 (a}(2)(iv}. City shall
review and appro�e written cost estimates for the construction of the Required
Improvements to determine that such costs are reasonable pxzor to
commencem�nt of constr�ction. In the event City in its reasonable discretion
detezxziines that such cosfs are unreasonable, Developer shall revise said costs
esti�nates to City's reasonable satisfaction.
5.3 Use of HOME Funds.
5.3.1 Cos�� in Comnl�ance with HOME Reg�laiions and Contract.
Deveioper shaIl be xeizx�bursed for eligible Project costs r�vith HOME Funds
only if City deter�nines in its sole discretian ihat:
5.3.1.1 Costs are eligible ex�enditures in accordance with the
HOME Regulations.
53.1.2 Costs coxnply wzth this Contract and are reasonable and
consistent with industry noxzx�s.
5.3.1.3 Corr�plete Documentation, as applicable, is submitted by
Develaper.
53.2 et.
Deveioper agrees that the HOME Funds will be paid on a reimbu,rsement basis
during construction in accordance with Exhibit "S" - Budget and E�hibit
"C" - Construction and Reimburse�nent ScheduIe. Developer may
increase ox decxease line item amounts in the HOME Funds Budget with the
Director's prior written approval, which appraval sha11 be in the Director's sole
discretion. Any such increase or decrease in line rtems in ihe Budget shall
comply with Section 5.2.1, Exhibit "A -- Pro,j�ct Summary, and shalI noi
ixzcxease the tofal amount of HOME Funds.
5.3.3 Cha�,ge in Budg�.
5 3.3.1 Developer will notify City prornpily of any add'ztional fiands
it recei�es �or construction of the Project, and City reserve,s
the right to amend this Contract in such instances io ensure
corx�.pliance with HUD regulations governing cost
allocation.
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5.3.3.2 De�eloper agrees to utilize th.e HOME Funds to supplement
rather than supplant funds otherwise available for �he
Proj ect.
5.4 Pavment of H4ME Funds tq Dev�lo��r.
HOME Funds will be disbursed io Developer upon City's approval a� Develaper's
Reimbursemenf Requests, including submission of Complete Documeniation to City in compliance
with Section 10. As m�re particularly described in the HOME Funds Budget in Exhibit "B" -
Buc��et, Czty wzil hold back $SO,OOO.UO af the HOME Fund.s until City verifies that the first
HOME Unit has been leased to a HOME Eligzb�e Household. It is expressly agreed by the Parties
that any HOME Funds not reimbursed to Developer shall xerrzain with City.
5.5 dentifv Proiect E�nenses Paid v�vith HOME Funds.
Developer wiIl keep accounts and records in such a manner that City may readily identify
anc� account for Project expenses reimbursed with HOME Funds. These records shall be made
avaiIable io City for audit purposes and shall be retained as requixed hexeundex.
5.6 Acknawled emenf of Ci�v Pavmenf of HOME Funr�s.
Witi�in 90 days of Completian, D�veloper shall sign an acl�nowledgemeni that City has
paid all HOME Funds due undex this Contract, or shall deliver a dacument �xecuted by an officer
of Developer identifying a11 or any portion. of �he HOME Funds tk�ai City has not paid ta Developer.
Once City has met all of its obligations for payment of HOME Funds hexeunder, an o�ficer of
Developer sha11 sign an acicnowledgement of same.
5.7. Securitv for Citv's Interest and Developer's Perf�rmance.
To sec�re Czty's interest in the Required Improvements and the performance of Develo�er's
obligations hereunder, Developer shaI� execute the Loan Documents, and record th� Deed o� Trust
and Deed Restriciion encumbering ihe Property at the earIier of (i) the acquisitian af the Property,
ar (ii) the closing of DeveIoper's construction loan. No HOME Funds will be pazd or reimbu�rsed
until the Deed of Trust and Deed Restriction are recorded. �n accordance with the HOME
Regulations and HUD requirements, the City's interest in preserving the afFordability of -�he
HOME UZ1It,S and naazntaining the Affordability Requirements will be sec�red by the Deed
Restriction in addition to ihe Deed of Txust. Pxojeci a��ordability will a.tso be required by virtue of
the Dec�aration of Land Use Resirictive Covenants {"LURA") established and enforcab�e by
TDHCA for the Housing Tax Crediis. The TDHCA's LURA shall restrici the Fxoject an.d
Property to certain occupancy and re�t requirements for a period of not less than 4� years.
5.7.1 Loan Ternas a�d Conditxons.
Developer will be required to:
5.7.1.1 E�ecute and deliver the Deed Restriction, ihe Promissory
Note and Deed o� Trust along vvith any other Loan
Documents required by City.
5.7.1.2 Provide City with a Mortgagee's Policy of title znsu�razace in
the amount of the Loan.
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5.7. i.3 Pay all costs associated with Clasing the Loan.
5.71.4 Provide City with an esiimaied settlement s�atezxaent from the
titl� company at Ieast 3 business days before Closing.
5.7.1.5 En,sure City's lien is subordinate only to the �enior
Tndebtedness described in the Subordination Agreernent. City
must approve in writing any secured financing �or the Project
fhat is to be subordinate to the Loan.
5.7.1.6 The terzxa o� the Loan sha11 be as specified in Section 3.3.
5.7. i.7 Interest on the Loan during construction shal� be 1% and wi❑
accrue d�ring ihe construction period and capita�ize at
the earlier of Stabiliization ar vvhen payments of principaI
and �nterest begin on the Senior Indebtiedness. Equal
payments of princzpal and accrued unpaid interesf on the
Loan shall be payable in annual installzx�e�nts laeginning 12
months after stabilization (ar when full payments ofprincipa�
and interesf commence on the Senior Indebtedness. Payments
are payable anly from 50% of a�ailable Surplus Cash or Non-
Project Sou�rces as znore partic�alarly described and defned in
the Subordination Agreexz�ent. Zn.texest to the extent not paid
from avaiiable Surplus Cash shall be deferxed and shail be paid
out of Developer's available Surplus Cash in subsequen.t years.
Principal and accrued unpaid interest shall be payable in full
on the Maturity Date of the Loan. The Promissory Note shall
include certazn pxovisions {the "HUD Prav�sions"} so Tong as
HUD is the insurer or holdex o� the Senior Note as more
particularly described and defned 'zn the Subardination
Agr��ment.
5.7.1.8 The Deed Rest�zction shall remain in effect for t�e entire
Af#'ordability Period to secure Developer's performanc� of
the AfFordability Requirements and all provisions of this
Contract per-�aining to the HOME Progra�n regardless of early
payment of the Loan. The Deed Restriction shall include
certain provisions (ihe "HUD Rider") evidencing its
subordination to the Senior Security Instrument as more
pariicularIy described and defined in the Subordination
Agreement.
5.7.1.9 Early repaynraent afthe Loan shall nof relieve Developer of its
obligaiions under this Contract regarding Affordability
Requirements or the HOME Regulations including but nat
limited to ihe Affordability Requirements and other H�M�
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requirex�aents. The Deed of Trust shaIl secuxe perfoxmance by
Developer of its obligations under this Contract during the
AffordabiIity Period.
5.7.1.10 Except for Final Endorsement with HUD or conversion to a
pexzxzanent loaaa with a pexxxianent lender at Sfiabilization, any
future refinancing by Developer or any new or subordinate
financing shaIl require the review and prior written ap�roval
of City for the purpose of ensuring compliance rrvith fhe
underwriting and subsidy layering requirementsof the HOME
Regulatzons, whic� appz•oval sk�aIl noi be u�reasonably
wiihheld, conditioned or delayed. �uch appraval will be based
on the City's review of the ihen-current financial infarmation,
underwriting and subsidy Iayering rec�uiremenis, and rnay
require r�negotiation of th� Loan terms to camply with the
HOME Regulations. Renegotiaiion o� tk�e Loan tezxz� �aay
include modif cation of the maturity date (if permitted by any
senior lender), a principal curtailment, payment amount
adjustment, or any other modification necessary to comply
with the HOME Regulations. A refinance of the Senior Loan
or any subsequent ref nance shall r�ot autamatically ca�se
repayxnent af the Loan.
5.7.1.1 � Failure by Developer to comply with tnis Section 5.'�.1
ruvill be an E�ent of Defa�ult under this Contract and the
Loan Dacuments.
5.8 Mainfain Affordabilitv Requirenaents.
Developer shall ensure that the HOME Units shall be occupied by HOME Eligible
HousehoIds throughout the AffordabiIity Period as req�ired by the HOME Regulations. Developer
must notify the City in writing within 30 days of either of the follo�wing occurrences: {i) a HOME
Unit is accupied by a tenant who is not a HOME Eligible Household, or (ii) a HOME Unit remains
vacant fox znare thaaa X24 days. In the event tha� a HOME Unit zs occupied by a tena�t who is not
a HOME Eligible Household, Developer sha11 hav� 1�0 days io determine if a market rate tenant
qualifies as a HOME Eligible Household or use reasonable efforts io fill an empty markei rate unit
with a HOME Eligibl� Household. If either {i) or (ii) takes place and is not cured within the
time Iimits described in this Section, then Developer shalI pay City 10% of the Loan amoun�
as liquidafed daz�ages. The Parties agree #haf City's actual daznages i� t�e event o� either (i)
or (ii) happening and remaining uncured are uncertain and would be dif�cult to ascertain
and rnay include a finding by HUD, a repayment of funds to HUD by City or otherwise im�act
�he City's HOME grant or other federaI grant funds. Therefore, the Parties agree that
payment under this Section of 10% of the Laan amount by Developer to City is liquidated
c�amages and not a penalty.
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5.9 Reserved.
5.10 Affordabilitv Requirements Survive Transfer.
The HOME Units must remain affordable without regard to the term of any mortigage or
transfer of ownership, pursuant to the terms of th� Loan Docu�nents, the Deed Restriction, or any
other mechanism provid�d by HUD. Subject to the terms and co�ditzons o� the S�aboxdination
Agreement, any sale or transfer of the Project during the Affordability Period, excluding a transfer
due to condenanaiion or to obtain utility �ervices, requires City conseni, not io be unreasonably
withheld, delayed or conditioned. Consent may be conditioned upon the repayment of the HOME
Funds unIess the City and the proposed nevv o�ner or t�ansfere� agree that the proposed new owner
or transferee �ill affrmatively assume in writing the obIigaiions estab�zs�.ed hereundex �oz fhe
HOME Units for whatever time remains o� fihe Affordability Period and ihe proposed new owner
or transferee is wiIling io offex a bond or other resiricted account accepiable to ihe City to secure
the HOME fiands. In addiiion, City may pursue any of its refnedies against the new ovcmer under the
Loan documents or the Deed Kestriction if the new owner or transferee fails ta assume Developer's
o�aiigations to maintain the Affordability Requirements throughout the Affordabil'zty Pexiod.
6. CONSTRUCT�ON.
6.1 Co�struction Schedule.
Developer �evill construct the Requir�d Improvements in accordance with the schedule set
forth in the attached Exhibit "C" — Construction and Reimbursemenf Schedu�e. Developer sha11
nat begin consiruction uniil City se�ds a Notxce to Proceed, which shall be sent no later than the
day of Closing so long as thi� HOME Contract is f�lly ex�cuted and alI requirements for the
issuance of the No�ice to Proceed have been met. Developer's faiIure to meet the Construction
Schedute or the Completion Deadline, svbject to Force Ma,�eure, shall be an Event of Default.
�ubject to �ection 14.19, De�reloper may not change the Construction Scheduie wzthout the
Director's prior written approval, which appraval shal� nai be unxeasonably wi�hheld, delayed, or
ca�dztzoned.
6.1. � Written Cost Estimates. Construction Contracts and Construction
Documents.
Developex shall furnish City with written cost esiimates, construction
coniracis and construction documents (collectiveIy, the "Construction
Documents") alI of which shall describe �1ie canstruction of the Required
ImprovemEnts in sufficient detail so that City can perform inspections.
City has reviewed and appxoved wxztte� cos� estiznates and has deiermined
that cost,s axe reasonable as of ihe date hereof.
6.1.2 Constr�ction Insnections.
,
City rnrill conduct progress and final inspectians of constructian of the Project
ta ensure that the work is done in accardance wi.ih the applicable building
codes and t�e Construc�:ion Documents. The construction of the 1'roject must
pass a Neighborhood Services Department Minimal Acceptable Standara
Inspeciion report, a HUD Compliance Inspection Report and any other
applicable HUD�required inspections during the cons�ruction period, aZong
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with any applicable final inspeciion approval from the City building
inspectors at ihe compietion of tl�e consiruction of the Project.
6.2 Annlicable Laws, Buiidin� Codes and Ordinances.
Tk�e �lans and consiructian #�or the Required Impz'avements shall {i) confarm ta all applicable
�'ederal, State, City and other local laws, ordinances, codes, rules an.d xegulations, including the
HOME 1Zegulations; {ii) rneet a11 City building codes; (iii) meet the Energy Conservation
requirements as required by the 5tate of Texas in Chapter 13 of the International BuiIding Code;
{iv} if new construction, must conform to the lacally adopted Int�rnational Energy Conservation
Code; and {v) must pass a HUD Compliance Inspectian Re}�ort and inspection by City's
Neighborhood Services Departzx�ent inspectoxs.
6.3 Pronertv Standards During Construction.
Developer shall comply ,with the folTo�oving as applicable during the construction of the
Required Improvements: {i) the Property Standards in 24 CFR Part 92.251(a}, (ii) accessibility
siandards undex 2� CFR Part 92.25 �(a){2)(i), (zzi} any Crty pxoperty standards, and (zv) a�l other
applicable accessibility standards for the Project.
6.4 Leac�-Ba�ed Paint Rec��uirements.
Developer will comply with any applicable Federallead-based paint requirements incl�ding
lead screeniz�g in buildings built prior to 197$ in accard.ance wzth 24 CFR Part 92.3SS and 24 CFR
Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair and Painting Pxogram Finai
Rule, 40 CFR Part 745, in the consiruction andlor rehabilitation of ihe Required 7mprovements.
6.5 Annroval af Plans and Snecificatians bv Citv Not Release ofResaonsibilitv.
Appraval of the Plans by City sha11 not canstitute or be deemed (i) to be a release of the
responsibility ox Iiability o�Deve�opex ox any o�Fits cox�tractoxs or subcontxactoxs, ox t�eir xespectzve
officers, agents, employees and lower tier subcontractors, for the accuracy or the competency
of the Plans or the Construction Documents, including, but not Ii�niied to, any related investigations,
surveys, designs, working drawings and s�ecifications or other documents; or {ii) an assum�ption of
any responsibility or liability by City for any n�glig�nt act, �rror or omiss'ron in the conduct or
prepaz'ation o� any investigation, surveys, designs, working drawings and specifications or other
documents by Developer or any of its a�rchztects, contractoxs ox subcontrac�ors, and their
res�eciive officers, agents, employees and lower iier subconiractors.
6.6 Contractor. Subcontractor and Vendor R�c�uirernents.
Deve�oper wilI use commercially reasonable efforts to ensure that a11 cantractars or vendors
uiilized by Developer or subcontractoxs utilized by Developex's general contractor axe
ap�ro�riately licensed and such licenses are maintained ihroughout the construction of the Required
�rnprovements and the operation of the Project when appiicable. Developer shall ensure that all
contractors utilized by De�eloper, subcontractors utilized by Developer's general contractor in the
co�s�ruciian of the Required Improvements, or vendors utilized by Developer in the operation of
the Project are not debarxed ox suspez�ded fro�na pex�oxmi�g tk�e contractor's, subcontxactor's or
vendor's work by �ie City, the State of Texas, or the Federai government. For purposes of ihis
Confract, the term "vendors" does not include suppliers or materialmen. Developer acknowledges
that 2 CFR Part 200 forbids Developer from hiring ar con�inuing to ern��oy any contractor,
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su�rcontractor or vez�dor that is listed as debarred an the Federal Systerr� for Award
Management, rvww.sam.�ov ("SAM"). Developer �x�.ust conf z�m by search of SAM that all
contractors, subcontractors or vendors are not listed by SAM as being debarred, both pxaor to hiring
and prior to submit�ing a Reimbursement Request which includes invoices from any such
contracior, subcantractar, or vendor. FaiIure to submit such proofs of search shall be an Event
of Default, if not cured w�t�in 12,4 calendar days after Developer recei�es notice of such
default. In the eveni thai City deiermines that any contxactox, subconiractor or vendor has b�en
debarred, suspended, or is not properly Iicensed, Developer or DeveZoper's general co�txacior shall
immediately cause such contractor, subcontractor or vendor to immediately stop work on the
Project and Developer shall nat b� reimbursed for any •c�vork performed by such coniractor,
subcontractor or vendor. Howevex, ihis Section shauld nat be construed to be an assumption of any
responsibility or liability by City for the detexxnin:ation o� the �egitimacy, quality, ability, or good
standing of any contractor, subcontractor or vendor.
6.7 Furnish Comnle�e Sei of "As Suilt" PIans.
Developer shall fiirnisk� City a complete set of"as bi.ult" or marked�up plans for the Project at
completion of construction after all fi�1a1 approvals have been obtained.
6.8 Sroadband Infrastructure Reauirements.
�n campliance with the requirem�nts of 24 CFR Part 5.100, Developer shail provide for the
installation of bxoadband infrastructure, to include cables, fib�r optics, vviring, or other permanent
infras�ructure, including wirele,ss infxastructure, that is capable of providing access to Internet
connections in individual housing units, and ihat z�n.eets fik�e definitian of "advanced
telecommunications capability" determined �y the Federal Communications Cozx�z�nzssion under
Section 706 of the Telecorn�unications Act of 1996 (47 U.S.C. 1302).
'�. TENANT AND LEASE_REQUIRMENTS: PROPERTY STANDARIIS DUR
AFFORDABYLrTY PERIOD.
7.1 Tncome Eligibi�itv.
Developer must use the def nition of annuai income used by 24 CFR 5.609 to establzsh
tenant income eligibility. Developer sha11 use the most current HUD Income Guidelines. Developer
shall maintain Tenant Documez�tatian s�fficient to show that the HOME Units are occupied by
HOME Eligible Households. This Section shall s��-vive the earlier �ermination or expiration of
�his Cantract and be applicable for the length of the Affordabi�xty Period.
7.2 Income Verificatian.
7.2.1 Developer must verify that all te�ants af HOME Units are HOME Eligible
Households wiih f�ali Tenant Documentatio� at the time the initial lease
for a HOME Unit is executed. Tenants must certify the nuxnbe� of peaple
in tenant's household along with such person's names and ages. Developer
sk�a�l obtain fnancial information on all me�nbers of a tenant's
hou�ehold.
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7.2.2 Developer must verify the incozxie of the tenants of the HOME Units annually
after the initial lease is executed, bui may use a City-approved tenant self-
certificafion �orm as Tenant Documentation. Notwithstanding the
foregoing, Developer must verify the incorne eligibility af all H�ME
Eligible Honse�olds with �ull Tenant Documentation every Gth year
of the Affardability Period.
7.2.3 Developer must maintain copies of Tenant Documentation as required unc�er
this Contxact.
7.2.4 City wi�l review Tenant Documentation du.ring tk�e Af�ordability Yeriod as
part of iis monitoring.
7.3 Tenant Lease.
7.3.1 Developer shall submit to City the £or�xi. o� zts tenant lease prior to leasing
its first HOME Unit. Such lease shall comply with the provisio�s of 24 CFR
Part 92.253 regarding the follovving issues:
7.3.1.1 Lengtk� a� lease ierm sha.11 not exceed 2 years and may not
be shorter than 1 year for ihe iniiial lease term. If the lease is
renewed, tenant and laridlord inay agree to a longer or shorter
term.
7.3.1.2 Lease may not include agreement by tenant to allow landlard
to take, hold or sell ienant's personal property vvithout notice
and a court decision on �he rzghis of ihe parties.
73.13 Lease may not include agreement by t�e tenant to excuse
ovmer or owner's agents from responsibili-iy for any action
or �ailure to act, whether intentionaT or negligent acts.
7.3.1.4 Lease may not authorize landlord io insiitute a lawsuit without
notice to the tenant.
7.3.1.5 Lease may not include agreement by tenant to waive a jury
trial or right of appeal.
7.3.1.6 Lease rnay not fnclude an agreement by tenant to pay legal
costs of court proceeding even if the tenant prevaiis in those
praceedings regardless of outcome.
7.3.1.7 Lease may not include a� agreement by ti�e tenant to b� sued,
to admit guilt or to a judgment in favox of t�e owner in a
lawsuit brought in connection with the lease.
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7.3.1.8 Lease may not include an agreexzaent by the tenant that the
owner may evict the tenant or household members wzthout
instituting civil court proceedings in which the tenant has the
oppartunity to present a defense, or before a court decision on
ihe rigk�ts o� �he parties.
7.3.19 Lease may not include an agreement by the tenant to waive
the tenant's right to appeal or otherwise challenge in court a
court decision in c�nnection with the lease.
7.3.1.10 Lease may not include an agxeeme�t by the tenant to accept
supportive services that are offered.
7.3.2 Termination of Tenancv of HOME Units.
Developer rnay not ferminate the t�nancy af a HOME �ligible Household in a
HOME Unit e�cept for serious ar repeated violatian a� the terms and
conditions of ihe lease; for violation. of applicable �ederal, staie or local laws;
or for other good cause. Good cause does noi include an increase i� the
inco�e of the HOM� �ligible Household. To terminate or refuse to renew
ihe tenancy, Developer must serve written natice upon #he tenani specifying the
grounds �or tk�e action at ieast 3p days before the t�rrnination of tena�cy.
7.3.3 Re�ised Lease Forx�as.
Developer shall provide City copies of revised lease forms within 30 days o£
any material change to its lease form. AlI changes to Developer's lease form
shall comply with the requirements of Section 7.3.1.
7.4 Tenant Household Characferistics.
7.4.1 Developer sha11 �rovide City wiih the information aboui the household
characteristics of the frst tenant renting a HOME Unit on Exhibit "G" —
P�roject Compiianee Report: Rental Hausing.
7.4.2 At City's request, Developer sha11 provide derz�ographic information as set
forth on Exhibit "G" -- Project Compliance Repor�: Rental Housi�g on
all tenants in the Projec� in order to show compliance with Section 7.7 during
t�e A�fordabili�y Period.
7.5 Tenant Rent.
7.5.1 Rents charged to tenanis of the HOME Units are subject to 2� CFR 92.252
{a) and (b) and are subject to review and approval by City at initiallease up
and prior ta any rent increases. Under no circumstances may the maximum
rent charged to ienants of H4ME Units exceed the High Home Rent rninus
utiiity aliowances (excluding telephox�e). Developer agrees to abide by
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IIUD-approved schedules of HOME rent levels and City�approved utility
allowances.
7.5.2 City shall provide Deveiopex with ir�formation Qn updated HOME rent
limits so that rents may be adjus�ed (not to exceed the xna.xi�um HOME
rent limits). Developer sha) l provide City annually wiih ir�formation on xents
and occupancy of the HOME Units to demonstrate compliance with 24 CFR
Part 92.252 (a) and (b). City sha11 r�view the rents for compliance every year
and apprave or cl.isapprave them within ihirty (30} days.
7.5.3 Any increase in rents for �he HOME Units is subject to the provisions
of any outstanding Ieases for said units. Developer shall provide tenants af
the HOME Units with not l�ss than 30 days prior �ovritten notice before
implementing any increase in rents.
7.5.4 City shall adopt utility allowanc�s in accordance with HOME regulations and
H[JD guidance. Such alIowances shalI be updated regularly and shall be
fu171ished to Developer. Developer sha11 adjust tenant rents accordingIy in
compliance with HOME regulations.
7.6 Tenant Selec�ion PolicY; Acce�sible Unit Marketin�.
Within 90 days of the Effective Date, Developer must submit to City for Ciiy's approval
Developer's t�nant selection policy and criteria that address ihe folIowing:
7.6.1 The ienant selection palicy must be consistent with th� purpose of
providing housing for ve�ry low- and low-income pexsans.
7.6.2 The tenant seIection po�icy must provide for:
7.6.2.1 Selectio� of tenants from a written waiting list in the
chror�ological order of their application, insofar as is
practicable;
7.6.2.2 Prompt written notification to any rejected applicant of the
grounds far such rejection; and
7.6.2.3 Bilingual leasing and managemez�t assistance.
7.6.3 The tenant selection policy rnu�t address non-discrimination and affirmative
marketing as discuss�d in Section 7.7.
7.6.4 The tenant selection policy zxaust {i) address the lease requirements
described in Section '1.3, (ii) address managing HOME Unit requirexnents,
and (iii) must comply wiih state and local tenant/landlord Iaws.
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7.�.5 Holders of rental assistance subsidies {such as HUD's Housing Choice
Voucher or similar subsidy) nnust nat be excluded from renting a unit in the
Proj ect.
7.6.6 D�veloper must market Accessible Units in the fo�Iowing order:
7.6.6.1
7.6.5.2
7.6.6.3
7.5.6.�
Within the Pxoject to persons rec�uiring an accessible unif.
To p�rsons on the waiting list xequiring an accessible unit.
To the genexal community for persons requixing accessible
units.
To persons that do not require a�n accessible unit.
7.7 Affirmative Marketin�.
Developer znust adopt and implement a�'firm.ative ma.rketing procedures as requzred by 24
CFR 92351 if the Project znvolves the construction of 5 or rx�ore HOME Units. The proced�res and
requiremenfs must include methods for informing the public, ownexs and potential tenants about
fair housing lar�rs and policies so as ta ensure that all individuals are given an equal
opport�nity to participate in the Project wiihoui regard to se�, age, race, colox, cxeed, nationality,
national origin., religion, handica� status, disability, familial status, sexuai orientation, gender
idenfity, gender expression or transgender. The proceduxes shall include methods to be used by
Developer to inform and solicit applications for tenancy frorrz pexsons in the housing market axea
who are not likely to apply for the housing without special outxeach {e.g., through ihe us� of
con�munzty organizations, places of worship, employrnent centers, fair housing groups, or housing
counseling agencies). The procedures and requireznents m�st designaie an individuai who will be
responsible for mar�Ceting fhe Project and must establish a clear a�plication screening plan.
Developer's affirmative zxaarketing procedures must be sub�nnitted to City for approval prior to
irx�p�ementation; provided however, City shall have no responszbility for af�rmative marketing o�
the Project.
7.7.1 Dev�loper shall keep records describing actions taken to affirmafively
xna�rket the HOME Units and ihe Project sufficient to enable City to assess
the results af the affirmative marketing.
7.8 �ronertv Ins�ections Durxn� �nitial Lease-Up of HOME U�it�: Annual
Yns ection� i OME U'
City shall inspect HOME units in the Project before they are p�aced into service. City sha11
inspect the H�ME Units prior to a HOME Eligibl� Household occupying such unit to ensure that
each HOME Unit meets the appropriate HOME sfandards. Thereafter, City will inspect the
HOME Units annual�y.
7.9 Proiec� Mainte�nance and Ins�ections Durin� Affa_rdabilitv Period.
Developer shall ensure that the Project fs maintained in accoxdance with all ap�iicable
HUD property standards for the duration of the Affordability Period, which at a minirnum shall be
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those property siax�ci.ards xequired in 24 CFR Part 92. Czty wz�l vexi�y zx�azntez�a.nce o�the Project to
these standards through on-site inspections every year.
7.10 Viol��ainst Women Act Reauirernents.
7.l 0.l As Applicable, Developer shall coaxaply wi�h tl�e V�olence Against Women
Act ("VAWA"} and sha1l ensure that iis property manager shall, at the tixne
of application for a unit in the Project, provide a11 poteniial ienants receiving
rental assistance with a Notice of Oceupancy Rights under the Violence
Against Women Act in substanfia�ly th� same form as the form attached and
incorporated as Exhibit ��M" — VAWA Forms in compliance with VAWA
and 24 CFR Part92.359 of the HOME Regulation.s.
710.2 Developer agrees that no appIicant for a unit in the Project may be denied
on the basis or as a direct resuZt o�the fact that they are or have been a r�ictim
of domestic vioience, dating vialence, sexual assault, or stalking, as long as
they would othexwise qualify for the un�it.
7.103 Developer shal� �ae res�onsibie for reviewing VAWA and any applicable
regulations and sha11 respond ta all emergency tran�fer requests in
accordance with the requirements of those provisions. Developer may
xequest that all tenants requestzz�g an ezxaexgency txa�s�er u�dex VAWA fi��
out the form attached and incorporated in Exhibit "M" — VAWA Forms
or its own fortn that is substa�tially the same.
7.11 Rese�-ved.
8. ADDITI�NAL HOME REOU�REMENTS.
Develo�er agrees to comply with ali requirements of the HOME Program as stated in the
HOME Regulations, including, but not iimited ta the follo�ing:
8.1 En�iranmental Review.
HOME Funds will not be paid, and costs cannot be incurred untzl City has conducted and
coYnpleted an Environrnental Review Record as required by 24 C�'R Part 5 S. The enviranmental
review may result in a decision to proceed with, modify, or cancel the Project. Further, Developer
wzll not undertake or commit any fiznds to physical or choice lirr�iting actians, including if
applicable, property acquisztion, d.emolition, movement, rehabilitatian, conversion, repaix or
construction prior to the environmentai ciearance. Any vio�ation of this Section will (i) cau�e
this Contract to terminate immediately; (ii) require Develaper to repay to City any HOME
Funds recei�ed and forfeit any future payments of HOM� Funds; and (iii) Developer must
p�y 10% of �he HOME Funds to City a� liq�u'rdated damages. The Par�ies agree fhat City's
actual dax�nages in the event of Developer violating this Section are �xncertain and would be
difficul� to asc�rtain and may include a�nding by HUD, a z-epay�naent o� �u�ds to HUD by
City or otherwise impact the City's HOME grant or ath�r Federal grant funds. Therefore,
the Parties agree thaf payrnent of 10% of the Loan amount by Developer to City under this
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�ection is liquida�ed danaages and not a penalty. Ciiy acknowIedges that it has completed
and approved this require�neni.
8.1.1 Miti�ation.
Developer x�u�t take the mitigation actions outlined in Exhibit "A-2" —
Environment�I Mxtxgatian Actions. Failure to complete the requzred
mitigation action is an Event of De£ault under this Contract.
$.2 Contxact_ __ ot Cons�itutin Com�},i,tme�t of Funds.
Notwiihstanding any provisian of this Contract, the Parties agree and ackz�owledge that
this Contract does not constitute a coz�z�iirnent of HOME Funds, and #hat such commitnaent or
approvai may occur only �pon satisfactory co�xapletzon of environmenfal review and receipt by
City of an authorization to use grant fiznds from HUD undex 2�} CFR Part 58.
$.3 Monitorin�.
8.3.1 Developer undersiands and agrees that it will be subject to monitoring by
City for cornpliance with the HOME Regulations, �lie �erms of this
Contract and ihe Loan Documents during the Affordability Period.
Deve�oper will provide repo�ts and access to tenan.t fles as requested by
City during the Affordability Period and for � years a.fter it ends far the
purposes of deterzxaining tenant income eligibility. �uch records may be
produced digitally by Deveiopex.
8.3.2 Representatives of City, HCTD, HUD Office of �he Inspector General, and
the United States Comptroller General sha11 have access during regular
business hours, upon at Ieast 48 hours prior notice, to Developer's offices
and records and to DeveIoper's officers and agents that are related to the �se
of �he HOME Funds and the requirements of the HOME Reg�lations during
the Affordability Period, and to Developer's officers, agenfs, employees,
contractors, subconfractors and vendors for the purpose af such monitoring.
83.3 In addition to other provisions af this Contract regarding frequency of
monitoring, City reserves t�e xight to perform desk reviews or on�site
monitoring of Developer's compliance with ihe terms and conditions of this
Caniract and the Loan. After each monitorin.g vzsit, City shall provide
Developer with a written repart of the monitor's findings. If the manitoring
�eport notes deficie�cies in Develop�r's performance, the report ,shall include
req�irements for the tizx�ely correction of said deficiencies by Deve�oper.
Failure %y Developer io iake ihe action specified in the monitoring report
may be cause for suspension or termination a� this Contract as provided
herein, ox City may take alI actions allowed in the Loa� Documents.
8.3.4 Developer shall annually pravide to City the results of any agency, siate or
federal monitoring relaied to lhe Project including any monitoring by
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TDHCA or agencies or eniities providing vouchexs and/or xental assisiance.
Such resulfs shall be submitted annually io Ciiy with the submisszon o� zts
annual audit and financial statements.
8.3.5 This Sect�on 8.3 sha�l be applicab�e �or at leasi the duration of the
Affordability Period, and for a term of � years �hereafter and shall
�ux-v�ve the earlier termination or expiratian of this Contract.
8.4 Com�liance r�vith the Uniform ReIoca�ion Act.
�f applicable, Developer shall comply with the relocation requirements of 24 CFR Part
92.353 and all other applicable federal and state 1a�vs and City ordina�ces and
require�ents pertaining to xeloca�ian.
S.5 Compliance with Davis-Bacon Act.
If applicable, D�veloper and iis general contractar and all lower ti�r subconiractoxs wiI�
comply w�th the Davis-Bacan Act as described in Section 14.14 and Exhibit "H" — FederaI
La6or Standards Provisions � D�vas-Bacon Requirements.
8.6 Developer Procurement Standards.
Developer shall ensure that procureinent of materials and services is done in a cost e�fective
ma�ner. Developer shall comply with alZ applicable �ederal, state and local laws, regulations, and
ordinances for making pxocuz•emenis under this Contract Developer shaIl estalalish written
procurement procedures to ensure that x�naterials and services are obtain�d in a cost� effective
manner.
8.7 Cost Princi�les/Cost Reasonableness.
The eligibility of cosfs incurred for performance rendered shall be determined in accordance
wiih 2 CFR Part 200.402 i�z�rough 2 CFR Pa�-t 200.405, as applicable, regarding cost reasonableness
and allocation.
8.8 Financial Mana�ement Standards.
Develaper agrees to adhere ta fhe accounting principles and procedures required in 2 CFR
Part 200, as applicable, utilize adequate internal controls, and maintain necessary supporting and
back�up documentation for a11 costs incuxred in accordance with 2 CFR Part 200302 and Part
200.303.
8.9 Uniform Administrative Rea��uirernents.
Deveioper will corz�p�y wzth the Uniform Admir�istrative Rec�uirements, Cost Principles, and
Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably
equivalent pracedures and requFrements that City xn.ay xequire.
8. � D Comnliance wi�h FFATA and Whistleblower Protecfions.
Developer shall provide City with all necessary inforrnation for City to comply with the
requirements of 2 CFR 300(b), iz�cl�ding provisions af t�e Federal Funding Accountabiliiy and
Transparency Act ("FFATA") governing requirexnents an executive compensation and provisions
governing whistleblovwer pro�eciions contained in 10 U.S.C. 2�09, 4� U.S.C. 4712, 10 U.S.C.
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2324, 41 U.S.C. �304 and 4I U.S.C. 4310.
8.10.1 Developer shall provide Ciiy its DUNS number priar to the payment
of any I�OME Funds.
8.1 ]. ��tern�l �Qntrols•
In compliance with the requirezxaents o� 2 CFR 20p303, Developer shall:
8.11.1 Establish and maintain effective internal coni�ol ovex t�e HOME Funds that
provides reasonable assurance that Developer is rnanaging the HOME Funds
in campliance with federal statutes, regulations, and the ierms and condiiions
of this Coniract. These internal controls shall follovsr the guidance in
"Standards for Internal Control in �he Federal Government" issu�d by the
Com�troller General of ihe United States or the "Internal Control
Integrated I'ramework" iss�ed by ihe Committee of Sponsariz�g
Organizations of the Tread�c�vay Commission ("COSO");
8.11.2 Comply with federal statutes, xegulations, and the terms and conditions
of this Con�ract;
8.11.3 Evaluaie and monitor Dev�loper's compliance with statutes, regulations
and the terzxzs az�d conditions of this Contract;
8.11.4 Take prompt action when instances of noncozx�p�iance are ic�entified
including noncom�Iiance identified in audit findings; and
5.11.5 Ta�e xeasonable measures ta safeguard protected personally identif abie
information and othex in%rmatian that HUD or City designates as sensitive or
Developer considers sensitive consistent wiih applicable federal, stat�, local
and tribal laws regarding pri�acy and obligations of cox�fidentiality.
8.12, Cob�ri�ht and Patent Ri�hts.
No reports, maps, ox other documents produced in whole ar in pari: under this Contract shall
be the subject of an application for copyright by ox on behalf of Developer. HUD and City sha11
possess all rights to invention or discovery, as well as rights in data which �ay arise as a result of
Developer's performane� under fhis Contract. To the extent consistent with HUD regulations, ��is
provision shall na� apply to copyright or other intellectual property belonging to third parties such
as architects and other design pro�esszonals.
8.13 Tert� A In�icab�g to Con�ractors. Subcontxactors_an�l_Vendors.
Developer understands and agrees that a11 terms of this Contract, whether regu�atoxy or
otherwise, sha�I apply to any and all contractors, �ubcontractors and vendors of Developer which
are in any way paid with H4ME k'unds ar who per�arm any work in connection wiih the Project.
Developer shall cause ail applicable provisions of this Contract ta be included in and made a part
of any contract or subconiract executed in the performaaace o� its obligations hereunder, including
its ob�igations regarding the Affordability Requirements and the HOM� Regulations during th�e
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Afforda�ility Period. Developer shall monitor the sexvices and woxk pex�ormed by its cantractors,
subcontractors and vendors on a regular ]�asis for compliance with the Affordability Rec�uireme�is,
ihe HOME Regulations and Contract provisions. Developer is responsible for curing alI violations
of the HOM� ReguIations committed by its can�ractors, subcontractors or �vendors. City rnaintains
the right to insist on Developer's fiill coxnplia�ce wiih the terms of this Cantract and the HOME
Regulations and Developer is responsible far such cozx�pli�ce xegaxdless of whether actions to
fulfill the requirements of this Contract or ihe HOME Regulations are taken by Developex or lay
Developer's contractors, subcontracfors or vendors. Develo�er acknowIedge� that the provisions
of this Sectio� sha�� survive the eariier termination or expiration of this Contract and be
applicable for the length of the Affoxdability Period and for � years thereafter.
8.14 Pa�menti and Performance Bonds.
Subject to the requirements of 2 CFR Part 200, Developer shall furnish City with payxx�en�
and perforrna�ce bonds in a form acceptable to City in �he amou�nt of the constr�etion cost forthe
Project but not Iess than $800,000.00, which is the total amount of the Loan. At City's discreiion,
other fortns of assurance may be acceptable so long as they meet the requirements of the HOME
R�gulations.
5.15 Comnliance vvith HOME Requirements ���ertv Mana e�r.
Developer wi�I ensure thaf the property manager complies with the HOME Requirements,
including, but not limited to, addiz�g a provision in its property management agreement ihat the
property manager will follow the HOM� Requixezzaents auiIined in Exhibit "N" — HOME
Requirements and attaching it as an exhibii to its property Ix�.axzagement agreement.
9. RECORD KEEPING, REPORTING AND DOCUMENTATrON REOUYREMENTS,
RTGHT TO AUDIT.
9.1 Record Keenin�.
Developer sha.11 maintain a record�keeping system as part of its performance of this
Contract and shall prompily provide City with copi�s of any document City deems necessary for
the effec�ive fulfillment of City's naonitoring and evaluation r�sponsibilities. �pecifically,
Developer will keep or cause to be kept an accurate xecoxd o� all actions taken and a11 funds spcnt,
with supporting and back-up documentaiion as well as all Tenant Documentatioz�. Developer will
main�aiz� all records and documentation related to this Contract for � years after the end of the
Affordability Pexiod. �� any claim, lftigation, or audit related to thi� Coniract or ihe Project is
initiated before the expiration of the S yeax period, ihe relevant records and documentation must be
retained unti� all such claims, liiigation or audits have been resoIved.
9.1.2 Access to Records.
City representativ�s and H[JD and any duly authorized officials of ihe federal
govex�e�t will have full access �o, and the right to examine, audit, excerpt
and/or transcribe aaay o� Developer's records pertaining to all matters covered
by this Contract ihroughout the Affordabilrty Period and far S years thereafter.
Such access shalI be during regular business hours upon at least 48 hours priox
notice.
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9.2 e orts,
Developer will submit to City all xeports and documentation described in this Coniract in
such form as City may reasonably request. Deve�opez� �aay also be required ta submit a final
performance and/or �'inal financial report if requir�d by City at the �er�xai�ation of this Contract
and/ox tk�e tezminatian of th� Loan in such form and within such times as City xxaay pxescribe.
Failur� to subnnit a�y repvrt ar documentation to City as required by this Contract shall be
an Event of Defau�t and City axaay exexcise all of it remedies iar defar�lt under this Cantract
and Loan Documents. City shall noi exercise its xights hereunder for an Event of DefauZt until
its gives Developer 30 days' notice of such failure and Developer has �azled to cure suchdefault.
9.2. J Additional Information.
Developer shall pxovide City with additional infarmation as may be required
by state or federal agencies to substantiate HOME Program activities and/or
ex�enditure eligibility.
9.3 Chan�e in Reparting Rea�iremen�s and Forms.
City retains the xight to change reporting requiremenfs and forms at its reasonable
discretion. City will noiify Developer in wxifizng at �east 30 days priar ta the effecti�ve date of such
change, and the Parlies shall exec�te an amendment to �he Contxaci reflecting such change if
necessary.
9.4 Ciiv Reserves �he Ri�h� to Audi�.
City reserves the right to perfoxzxz an audit of Developer's Projecf operations and finances
at arry time during the term of this Coniract and duzing the AfFordability Period and for � years
thereafter, if City determines thai such audit is necessary fox City's compliance with the HOME
Regulatzons or other City palicies, and Developer agrees to allow access io all pextinent materials
as described herei�. If such audit reveals a questioned practice or expenditure, such questio�s
rnust be resolved within 30 busiz�ess days after notic� to Developer of such quesiioned practice or
expenditure. If questions are not resolved wiihin this period, City reserves the right to wiihhold
further funding under this and/or other contract(s} with Develaper. IF AS A RESULT OF ANY
AUDIT iT I� DETERMINED THAT DEVELOPER HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPR�ATED HOME
FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACT�VrTrES, DEVELOPER
AGREES TO REYMBURSE C�TY THE AMOUNT OF �UCH MONIES PLUS THE
AMOUNT QF ANY SANCTrONS, PENALTY �R 4THER CHARGE LEVIED AGAINST
CITY BY HUD BECAUSE OF SUCH ACTiONS.
10. RE�MBURSEMENT_REOUIREMENT�.
Der�eloper shall provide City with Cozxzplete Documentatian and the following reports as
showx� in Exhibit "F" -- Reimbursement Forms with each ReimbursementRequest:
10. i Attachm nt I— I�voice.
This report shall con.lain the amount request�d #�or reimbursement in the submitted request,
and th� cum�laiive reimbursement requested to date (inc�usive of the current request).
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10.2 Attachment II — Exg��diture Worksheet.
This report shall itemize each expense requested for reimbursenr�eni by Developer. In order
for this report to be coznp�eie the following must be submitied:
10.2.1 Invoices for each expense with an explanafian as to howv the expense pertains
to the Project, if necessary; and
10.2.2 Proo�that each exp�r�se vvas paid by Developer, which proof caz�. be satisfed
by cancelIecl checks, wire transfer documentation, paid receipts or other
appropriaie banking docuzx�entatian.
10.3 Deadiine for Submittin Reimbursement Requests.
All Rei�x�.burse�ent Requests along �vith Cornplete Doc�.uneniation shall be suhmitted by
Developer to City within 6D calez�dar days from each of the deadlines as shown in Exhibit "C" —
Consiructian and Reimbursement Schedule.
10.3.1 CITY SHALL HAVE NO OSLIGATION TO MAKE PAYMENT
ON ANY REIMEURSEMENT REQUEST THAT IS N4T RECEIVED
WITHIN 60 CALENDAR DAYS OF THE DEADLYNES SHOWN �N
EXHTSrT "C" — CONSTRUCTION AND REIMBURSEMENT
SCHEDULE. Yn addition, Developer's failure to tirnely submit
Iteimbursernent Requests and Conap�ete Documentation along vvith
any required reports shall be an Event ofDefault a� not cured within 30
days after receiving no�ice from City of such failure.
103.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT
ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED
WITHIN 60 CALENDAR DAYS OF THE COMPLETION
DEADLINE.
10.33 FinaI Pa�ment.
Developer shall not be reimbursed �ox Fznal Payment until it �ubmits Exhibit
"G" —HOME Project Compliance Repart: Rez�tal Housing fo City.
10.4 Withholdin�Pavaxaen�.
CITY SHALL WITHHOLD PAYMENT �N ANY REIMBUR�EMENT REQUEST
THAT DOE� NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION
SUBJECT T4 SECTION 11.2.1.
11. EVENTS OF DEFAULT �ND TERMINATION.
11.1 Failure �o Begin or Com�lete the Reauired Irnnrovements
11.1.1 �f Developer fails to begin construction within 9 months af the Effective
Date, ihis Contract sha1l automatically terminate without further warni�g
or opportunity to cure, and with no penalty or liability to City.
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11.1.2 Z� City detexmines thaf the Required �rnpror�ements �overe not completed by
the Comp�etion Deadline (a� may be madified i� accordance �rith �ection
14.19) or have failed to pass any of the inspections described in Section 6.1.2
(or to promptly correct any noted deficiency and subsequently pass such
inspection), City shall have the right to terminate this Contract with no
penal�y ox liability to City, with such termination to be effective immediately
upon written notice. Ciiy shall a�sa be entitled to demand repayment of
any HOME Funds in accordance with Section � 2 a�d enfarce any of the
provisions of Loan docu�nenis for an Event of DefauZt.
11.2 FaxlUz-e #o S��mit Comnlete Documentation Durin� Construction.
11.2.1 If Developer fails to subxnit all applzcable Complete Documentation
during cons�ruction of the Required Improvements i� accoxdance with
Exhibit "C" — Consiruction and Reimbursement Schedule, or z� any
repart or documentation s�bmitted as part of Comp�eie Documeniation is
not in material compIiance with this Contract or the HOME Regulations as
determined by City, City will noti�y Developer in writing and the Der�eloper
�will have 30 calendar days from the date of the written notxce to submit or
r�submit any such re�ort or documentation. Tf Developer fails to subnait or
resubmit any such report or documentation within such time, City sha1l have
the xight to wit�hold paym�nts but only up to the amount of the applicable
percentage of the part which was not approved. If such failure continues for
an addiiional 3D days (a total of GO days} City shall have the right ta
terrninate this Contract effective immediately npo� wx�#ten notice of such
intent with no �enalfy or Iiability to City. Notwithstanding anything fio
the cantrary herein, City �vill not be rec�uired to pay any HOME Funds to
Developex during the period that any such report or documentation is not in
compiiance with thzs Ca�txact ar the HOMERegulations.
11.2.2 If any of Developer's Reimbursement Requests are zx�atez�aJly zncomplete or
otherwise not in material com�liance with this Contraci or the HOME
Regulations as deternlined by City, City will notify DeveIoper in wriiing of
such Event of De�ault and the Developer will have 30 calendar days from the
date of the written notice to xesubzxait any such Reimbursement Request ta
cure the Event of Defauli. Yf ihe Developer fails io cuze the Evez�i af Default
within such time, Developer shall forfeit any paymenis otherwise due under
suck� Reirnburserrient Request. If such failure to resubmit such
Reimbursemez�t Request continues for an additianal 30 days (a total of 60
days) �he City shall have the x�ght ta terminate this Contract effective
irnmediately upon written notice o� such intent wi#h no penalty or
liability ta City. Notwithstanding anything to ihe contrary herein, Czty wi �l
not be required to pay an� HOM� Funds to Developer during the period
that an.y such Reimbursement Requ�st is nof in compliance with this
Contract or the HOME Regulatiox�s.
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11.2.3 In the event of rnore t�an 3 xnstances of material uncu�red deia�its under
Sections �L2.1 or 11.�.� which have a material adverse impact on the
Project, City reserves the right at its sole option to ter�x►�nate this
Contract effective immec�iate�y upon wriften natice of such intent wi�h
no penally or liabili#y to City. For purposes of thas provision, "materia�
adverse impact" means any conditian that has a materaal adverse change
in or a materialiy adversc effect upon any of: (a) the value, financial
condition, ox operatians of the Property or Required Improvements; (b)
City's abiIity to have recourse against the Property or Required
�mprovernents; (c) t�e validity, priority, perfection or enforceabilify of
th�s Contract or any othez- Loan Document; (d) the abiIity of Developer
to pe�orm i�s obli�ations under any Loan Document to which it is a
�arty.
11.2.4 Notwithstanding anythz�ng fo the contrary herein, Ciiy will not be requixed
to pay any HOME Fuz�ds ta Dcveloper during the period that any
Reimbuxsement Request�, reports or documentation are past due or are not
in compliance with this Contract or the HDME Regulations, ox during any
period during which Developer is in default o� ihis Con�ract.
11.2.5 In the event of iermination under this Section 11.2, all HOME Funds awarded
but unpaid to Developer puxsuant to this Contract shall be immediately
forfeited and Developer shail have no f�t-�11er right to such funds. Any
HOME Funds aiready paid to Developex must be repaid to City within 90
calendar days of terminatian under this ,�ection. Failure to repay such
HOME Funds will resuIt in City exercising aI� legal remedies available
to City under this Co�tract and the Loan Docuxnents. For clarif cation,
the defaults and reiated remedies set out in this Section 11.2 are not
intended to arise fram mathematica� errors or other min.or defects in a
Reimbursement Request.
11.3 Failuz-e to S�bmit Re uired Re orts and Documenfation Durin Affordabilxtv
Perio
If Develaper fails to maintain all xecords anc1 documentation as req�ired in Section 9, or
faiis to su�amit any report or documentation required hy this Coz�tract after the Required
Ymprovements are completed, or if the submitted xeport or documentatio� is not �n material
compliance with this Contract or the HOME Regulatio�s as defermined by City, City will notify
Developer in writing and the Develaper will have 30 calendar days from the date of the written
notice to obiain or recreate the misszng records or documentation, or submit or resubmit any
such report or documenfation to Ciiy. �� Developer fails to mainfiain the required reports or
documentation, or subzx�it or resubmit any such report or documentation within such time, City
shall have the ri�ht to ternninate this Contract e��eetive immediately upon written notice of
srxch intent with na penalty or l�abili�ty to City. Yn the event of termination u�der this Section
11.3, any HOME Funds paid to Develaper must be repaid to City vvith�n 90 calendar days
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of termination. Failure to repay suc� HOME Funds will result in City exercising all legaI
rernedies available to City under this Contract and the LoanDocuments.
1 � .4 In General.
11.4.1 Subject to Sectio�s 11.1, 11.2 and 11.3, and unless specifrcally provided
otherwise in this Contract, ii shaIl be an Event af Defa�alt if Dev�loper
breaches any material ierm or condition of this Cantxact. Z� ihe event that
such a breach remains uncured after 30 calendar days following wxitten
notice by City {or such other notice period as may be specified h�rein), or
if DeveIopex has diligeniIy and c�n�inuously attempted to cure following
receipt of such wiritten noiice but reasonably required more than 30 calendar
days to cure, as determined by both Partie,s m:utually and in gaod faith, Ciry
sha11 have the right to elect, in City's sole discretion, to (i} extend Developer's
time to cure, (ii) ferminate this Contract effective immediately upon written
notice o� such intent to Develop�r, or (iii) p�rsue any other legal remedies
available to City.
ll.4.2 City's remedies may include:
11.4.2.1 Direct Developer to prepare and folIow a schedule of actions
�ox carrying out the affected activities, consisting of
schedules, tixneiables and milestones necessa�-y to implem�nt
the affected activities, inc�uding extending the
Affordability Period.
11.4.2.2 Direct Developer to establish and follow a manageanent plan
ihat assigns responsibilities for carrying out the remedial
activitzes.
ll.4.2.3 Cancel or revise activities likely to be affecied by the
performance deficiency, before expending HOME Funds for
the activities.
11.4.2.4� Reprogram HOME Fuz�.ds that have not yei been expended
from affected activiiies to other eligible activities or
withhold HOME Funds.
11.4.2.5 Direct Developer to reimburse Ci�[y in any amount of HOME
Funds not used in accordance with the H4ME Regulatians.
11.4.2.6 Suspend reimbursement of HOME Funds for affected
activiti�s.
11.4.2.7 �ny other appropriate action including but not limited to any
remedia� action legally available such as declaratoxy
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judgment, speczfic performance, damages, ternporary or
permanent injunctions, tezzx�znation o� this Contxaci or any
other coniracts with Developer, and any oiher available
remedies.
11.�.3 In �he even1 of terzx�inatzon uz�dex tk�is Seciian 11.4, aIl HOME Funds awarded
but unpaid to Developer pursuant to this Con.tract shall be izz�mediately
rescinded and Developer shall have no fiarther right to such f�ands and any
HOME Funds already paid to Develo�er must be repaid to City withir� 90
days of termination. Fai�ure ta repay such HOME Funds vvill result in
City exexcxsing all legal remedies avaiIable to City under this Contract
or the Loan Dacur�ents.
11.5 No Funds Disbursed while in Breach.
Developer undexstands and agrees that no HOME Funds will be paid to Develaper un�il all
defaults are cured to City's reason.able saiisfaction.
11.6 No Compensation After Date of Termination.
In the event of terminatian, Developer sha11 not receive any HOME Funds in compensation
�or woxk undertake� after the date of termination.
11.7 Rights of Citv No� Affected.
Termination shall noi affeci or ierminate any of the existing rights of City against Developer,
or which may thereafter accrue because of such Event of Default, and this provision shall be in
addiiian to any and a1I other rights and remedies available to City under the law and Loan
Docu�xi.ez�ts includ'zng, but nat limited to, compelling Developer to complete fhe Required
Tmprovemenis in accordance with the tex�xas o� t�e Co�traci. Such terminatian does not terminate
any applicable provisions of ihis Contract that have been expressly noied as survivi�g ihe tex� or
termination of this Contract. No deiay or omission by Ciiy in exercising any right or remedy
available to it under this Contract shall impair any such right or remedy or constitute a waiver or
acquxescence in any DeveloperEven# of Default.
11.8 Waiver of Breaeh Nof Waivez- o� Subsequen# Breach.
The waiver of a breach of any ter�n, covenant, or condiiion of this Contract shall noi operaie
as a waiver of any subsequenf breach of the same or any other term, covenant or condition hereof.
11.9 Civil. Crimxnal_�nd_ Administra�ive PenaIties.
Failure to perform all the Contract terzx�s may xesu�t in civil, criminaI ar administrative
penalties, incl�ding, but not limited to those set out in this Contract.
11.10 Termination %r Cause. In ac�drtion to il}� t�,rmination ri h� ts exBresslv sta�ed
e�se�_h_� in thi Contract the fallowin ri hts to termivate shall a 1.
11.10.ICity may terminate this Contract if there is an Event o� De�ault subject to
natice, grace a�d cure periods. In the event City terminates this Contraci for
an uncur�c� Event of Default, all HOME Funds awarded but unpaid to
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Developer pursuant to this Contract shall be immediately xescinded and
Develop�r shall �ave no further xzght to such f�nds and any HOM� Funds
already paid to Developer must be repaid to City rnrithin 90 calendar
days of terxr�ination. Failure to repay such HOME Funds will resuit in City
e�ercising all legal rezx�edies available to City under this Co�tract ar the Loan
Document�. DEVELOPER ACKNOWLEDGES AND AGREES THAT
�F CITY TERMINATES THIS CONTRACT DUE TO AN EVENT OF
DEFAULT, NEITHER DEVELOPER NOR ANY AFFILIATES 4F
D�VEL�PER SHALL BE CONSIDERED FOR ANY OTHER CYTY
CONTRACT FOR HOME FUNDS FOR A MYNIMUM OF 5 YEARS
FROM THE DATE OF TERMINATION. Thisprovision s�Zall not appl�
to the Investor.
11.10.2 Developer may ie�ninate this Contract if City does not provide the
HOME Funds substantially in accordance �vith this Con�ract. In such event,
, ihe termination of ihe Contract sha�l have the effect of returning the Parties
to their respecfi�e circumstances as existed prior to the execution of this
Contract, and no terms or obligations shall su�rvive the date of tern�ination,
including but not limited ta, reporting, inspections ox the Affordability
Pe�iod.
11.10.3 City may terminate this Contract if Developer defaults on the HOME
Loan.
11.11 Terminatian for Convenience.
In terminati�ng in accordance wiih 2 CFR 200, Appendi� II, this Contract rr�ay be terminated
in whole or in part only as follows:
11.11.1 By City wzth the consent of Developer in which case tihe Parties shall
agree upon the tez•mination conditions, including the e�fectiv� date and in ihe
case of partial termination, the portion to be terminated; ox
11.11.2 By Developer upon written notificaixon to City setting forth ihe �easons for
such termination, the effective date, and in the case of partial termination, the
portion to beterzninated. In the case of a partial iermination, City may
terminate the Contract in its entirety if Ciiy dete�nines in its sole
discretion that the remaining portion of the Contract io be perforrn�d or
HOME Funds to be spent will not accomplish the purposes for which this
Contract was mad�.
1 i.12 pissolution of Develo�er'�'�rminates Contr�ct.
In the event Developer is dissolved or ceases io exist, this Contract shall terminate, unles�,
with City permission, ihe Contract has been assigned and the Loan assumed by ihe assignee. In the
event of termination under this Section, all HOME Funds axe subject to repayment and/or City
may exercise aIl of its rem�dies n�der this Cantract and the Loa� Documents.
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11.13 Reversxo� o� Assets.
In ihe event this Contract is te�minaied with or without cause, a11 iangible personal property
owned by Developer that was acquired or improved with the HOME Funds sha11 belong to City
and sha11 automatically transfer to City or to such assignees as City rnay designate.
11.14 Notice o� Texmir�ation under Subord�z�a#ion A�reement
City shall not ierminate this Contract without firsi giving notice and opportunity to cure,
which �11 be incor�poraied as a requirement in the Subordination Agreement.
1 I.1 S Notice to Investor oi Default.
City shal� fiarnis� �nvesior with natice o� any Event o� De�ault under this Contract at the
address shown beiow in Section 21.
1�. REPAYMENT OF HOME FUNDS.
All HOME Funds are subject io repayment in the event the Projecf does nat meet the
requirements as set out in this Contract or in the HOM� Regulations. In the eve�t Czty receives
a finding �y IIUD, City will notify Developer within 5 busines� days of receipi of issuance from
HUD. If Developer takes any action that results in City being re�uired to repay all or any
partion of the HOME Funds to HUD, Developer agrees it will reimburse City for such
rep�.yment if such repayment by the City to HUD was due to the ac�ian or misconduct of
Developer. If Developer takes any act�on that xesUlts in Cxty xeceiving a finding from HUD
about the Project, subject to any applicable cure period, whether or not repayxxaent to HUD
is required of City, DeveIoPer agrees it will pay City 10% of the HOME Funds as liquidated
damages. The Parties agree thaf City's damages in the event of either repayment to HUD
being required or receiving a finding from HUD are uncertain and wouid be difficult �o
ascerfain and may include an impact on City's HOME grant or other Federal grant funds, in
addition to a�nding by HUD or a repayme�t o� �unds fo HUD by City. Therefore, the
Parties agree that payment under this Section of 10% of the Loan anaount by Developer to
City is liq�ridated damages and not a penalty.
l3. 1VIATERIAL OWNERSHIP CHANGE.
Except for Permitted Transfers in accordance with the texzx�.s of the Deed o� Trust, ihe Deed
Restriction and transfers otherwise consented io by City in writing, and except as permitted in
accordance with Developer's Amended and Restated Agreement of Limiied Partnership, (the
"Partnersk�ip Agreement") as may be amended and restated fram time to time to admit Investor or
other Member,s, if owxaexshzp o� Developer materialIy changes after the date of this Contract, City
may, but is not obligated to, terminate this Contract. Ci�y has 30 days to x�ake such detennination
after receipt of notice from Developer and failure to make such determination in thai time period
wi1� constitufe a�ovaiver. In the event of termination under ihis Section 13, a1I HOME Funds
awaxded buf not yet paid to Developer pursuant to this Contract shall be immediateIy rescinded
and Develapex sha�� have no further right to such funds and ariy HOME Funds already paid to
Developer rr�ust be repaid to City within 90 days o�terzxxinat�on u�de�r this Section.
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Not�c�vithstanding anything io the contxary confained herein, the respective interests of Investox
shaIl be freely transferable and any amendment io 1he Partnership Agreement to effectuate such
transfers shall not requir� City consent.
1�. GENERAL PROV�S�Q_lY�.
14.1 De�er an Independent Contractor.
Develaper sha11 operate hereunder as an independeni contractar and not as an off cer, ageni,
servant or employee of City. Developer shall have exclusive control of, and the exclusive right to
control, the details of the worlc and services performed hereunder, and ail pexsons perforrning
same, and shail be solely responsible �or the acts and omissions of its officers, members, agents,
servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees.
14.2 poctrine of Resnondeat Superior.
The doctrine o:� respondeat superior shall not ap�ly as between City and Developer, its
afficers, rnem�ers, agents, servants, employees, contracfors, subcontraciors, vendors, te�nants,
licensees or invitees, and nothing herein shall be construed as creating a�artnership or j oint
entexprise between City and Developer. City does not have the legal right to control the details of
the tasks perfoxzxzed hereunder by Developer, its officers, members, age�ts, employees, canfractor�,
subcontraciors, vendoxs, �zcensees ar invitees.
14.3 Develo en r Propertv.
City shall under no circumstances be responsible for any propert� belonging to Developer,
its officers, members, agents, employees, con�ractors, subcontractors, vendars, tenants, licensees or
invitees that xzaay be last, stol�n or destroyed or in any way da�aged and DEVELOPER
HEREBY YNDEMN�F�ES AND HOLDS HARMLES� CYTY AND �TS OFFICERS,
AGENTS, AND EMPLOYEES FR�M ANY AND ALL CLAIMS OR SUYTS PERTAINING
TO OR CONNECTED WrTH SUCH PR4PERTY.
14.4 Reli�ious Or�anizatian.
No portion of the HOME Funds sha11 be used in support of any sectarian. or xelzgious activity.
In addition, there must be no religzous or membership criteria for tenants of a H�ME-fix�ded
property.
14.5 Venue.
Venue for any action, whether r�al or asserted, at law or in equity, axising ouf of the
execution, performance, attempted per�ormance or non-performance of this Contract, shall Zie in
caurts iocated in Tarrant County, Texas.
14.6 Governin� Law.
This Cantract shall be govern�d by and construed in accordance with the laws of th� S�ate
of T��as. If any action, whethex xeal or asserted, at la�v or in equity, arises out of tk�e execution,
pex�ormance ar non-performance of this Contract ar on the basis of any provision herein, fox any
issue not governed by �ederal law, ihe choice of law sha�i be the laws of the State ofTexas.
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1�.7 Severabilxtv.
The provi�ions of this Coniract are severable, and if for any reason a clau,se, sentence,
paragraph or other part of this Contract shall be deiermined to be invalid by a court or federal or
state agency, board or commission having jurisdiction over the subject matter thereof, such
invalidity sha11 not affect other provisions which can be given effect without the invalid provision.
14.$ Written A�reement En�ire A�reement.
This written instrument and the Exhibits, Addendums and Attachments attached hereto,
vvhich are incorporated by reference and made a part of this Contract for all purposes, constitute the
entire agreement by the Parties concerning the wark and services ta be perfarmed und�r thi�
Contract. Any prxor or contemporaneous oral or written agreement which purports to vary ihe
ierms of this Contract shall be void. Any amendments to the terms of this Contract must be in
writing and be executed by the Parties.
14.9 Para�ranh Headin�s for Reference Onlv, No Le�al �i�nificance; Number.
Tk�e paragraph headings cantained herein are for canvenience in reference ta this Contract
and are not intended to define ox to limit the scope of any provision of this Con.tract. When context
requires, singular nouns and pronouns include the plural and the masculine gender sha11 be deemed
to include the feminzne or neuter and the neuter gender to inclucle the mascuIine and ferninine.
The wards "includ�" and "including" whenever used herein sha11 be deemed to be followed by �he
words "without limitatian".
14.10 Complianc� with All A��licable Laws �nd Re�ulations.
Developer agrees to coanply fully with all applicable laws and regulations ihat are currently
in effect or tha� are hereafter amended during the per%rmance of this Contract. These Iaws
include, but are not limited to:
➢ HOME Invest�x�ent Parinerships Act, defzned above as "Act"
➢ Title VY of the Civil Rights Act of 1964 (42 U.�.C. Sections 2400d et seq.) incluc�ing
provisions requiring recipients of federal assistance to ensure meaningful access by
person o� limited English proficiency
➢ The Fair Housing Act, Title VIII of the Civilltights Act of 1968 (42 U.S.C. Sections
3601 et seq.)
➢ Executive Orders 11063, 11246 as amended by 11.375 and 12086 ancl as supplemented
by Deparfi.�nent of Labor regulations 41 CFR, Part 60
A The Age Discrimination in Employment of 1967
➢ The Age Discrimination Act af 1975 (42 U.S.C. Sections 6101 etseq.}
➢ The Unifox� Relocation Assxstance and Reai Property Acquisition Policies Act of 1970
(42 U.S.C. Sections 4601 et seq. and 49 CFR Part 2�} ("URA")
➢ Seciion 504 of the Rehabilitation Aci of 1973 (29 U.S.C. Sections 794 et seq.) and 24
CFR Part 8 where applicable
A National Environmental Policy Act of 1969, as amended, 42 U.S.C. seciions 4321 et
seq. {"NEPA"} ar�d t�e related authorities listed in 24 CFR Pat� 58.
➢ The Clean Air Act, as amended, (9�2 U.S.C. Sections 1251 et seq.) and the Clean Watex
Act of 1977, as amended {33 U.S.C. Sections 1251 et seq.), related Executive Order
11738 and EnvironmentaI Protection Agency Regulations at 40 CFR Pari I5. In no
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event shall a�ny aznount of the assistance provided under this Contraci be utilized with
respect to a facility thai has give�z rise to a convzction under the Clean Air Act or the
Clean Water Act
➢ Immigration Reform and Control Act of 1986 {S U.S.C. Sectiox�s �I�1 et seq.)
specifically including the provisions requiring employer verifications of legal status o�
its employees
➢ The Americans with Di,sabilzties Act of �990 {42 U.S.C. Sections 12101 et seq.}, the
Archifiectural Barriers Act of 1968 as amended (A�2 U.S.C. sections 4151 et seq.) and
the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A
➢ Regulations at 24 CFR Par� 87 related to lobbying, including the requirezx�ent that
certifcatio�zs and disclosures be obtained fiam a11 covered persons
➢ Drug Free Workplace Act o� 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part
23, Sub�art F
➢ Executive Order 12549 and 24 CFR Part 5.105(c) pextaining io restrictions on
participation by ineligible, debarred or suspended persons or entities
➢ Regulatzons at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards
for new construction proj ects
➢ Regulations at 2� CFR Part 983.6 fox Site and Neig�borhood Standards Review
➢ Sectian 6002 of the Solid Wasie Disposal Act, as amended by the Resourc�
Conservation and Recovery Act
➢ Guidelines af the Environmentai Protectian Agency at 40 CFR Part 24'7
➢ For contrac�s and subgranis far construction or r�pair, Copeland "Anti-Kickback" Act
(18 U.S.C. 874} as supplezx�.ented i� 29 CFR Part 5
A For construction contracts in excess of $2,000, and in excess of $2,500 for other
contracts which involve the employment of inechanics ox Iaborer�, Sections 103 and
X07 of ihe Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as
supplezxzented by 29 CFR Part 5
➢ Lead-Based Paint Poisoning Preventian Act (42 U.S.C. 4801 et seq.}, as amended by
the Residential Lead�Ba,sed Paint Hazard Reduction Act of 1992 {42 U.S.C. 4851 et
seq. ) and im�lementing regulations at 24 CFR Part 35, subparts A, B, M, ar�d R
➢ Regulations at 24 CrR Part 92, Horne Invesirnent Partnershzps Pxogram Final Rule
➢ Uni�az�zn Administrative Requirements, Cost Principles, and Audit Requzrezxae�ts fox
Federal Awards, 2 CFR Part 200 et seq.
➢ Federal Funding Accauntabzlity and Transparency Act of 2006, (Pub.L. 109-282, as
amended by Section 6205(a) of Pub.L. 110-252 a�d Section 3 of Pub.L. 113-101)
➢ Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 47X2, 10 U.S.C.2324,
�1 U.S.C. 4304 and 41 U.S.C. 4310
➢ Broadl�and Infrastxucture Requirements, 24 CFR Part 5.100 and Seciion 706 of ihe
Telecommu�icaiions Aci o£ 1996, 47 U.S.C. 1302
➢ Violence Against Women Aci of 1994, 42 U.S.C. Z3981
1�.1 X Section 3 Requirements for HUD-Assis�ed_Proiects; E�nnplovzxaent and Other
Economic �ppoz-tunities.
14.11.1 Reauirement that Law Be Quoted in Covered Contracts. — Certain
Requirements Pertainin� to Section 3 of the Housin� and Uz-ba�
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Develo ment Act of 1.9G8 as Amended 1� U.S.C. Sections �'�01 et se .
and its ReIated Re�ulations at 24 CFR Part 13�.
Tf the constxuction af the Required Improvements will cause the cxeation of new
employment, training, or contracting opportunities on a contractor or �ubconiractor level resulting
from fhe e�penditure of the HOME Funds, Developer sha11 comply with the following and will
ensure that its contractors aIso comply. Tf the work performed under this Contract is on a project
assisted under a program providing direct Federal financial assistance frozxa HUD, Section 3 of 24
CFR 135.38 ("Section 3") requires that the �ollovving cIause, shown in italics, be insexted in aIl
covered contracis ("Section 3 CI�.use"}:
Section to be quoted in covered confz-acts begins:
"A. �'he work to be pe�formed under this cont�act is subject to the requirements
of Section 3 of the Housing and U�ban Development Act of 1968, as amended,
�2U.S.C. 1701u (Section 3), The�urpose ofSection 3 is to ensure that emplayment
and othe� economic apportunities gene�ated by HUD assistccnce o� HUD-assisted
projects cave�ed by Section 3, shall, to the g�eatest extent feasigle, ge dir�ected to
lovv- and ve�y-low income persons, particularly persons who are recipients of HUD
assistance for housing.
B. The pc��ties to this cont�-act ag�ee io comply vvith HUD's �egxclations in 24
CFR Part 135, which implefnent Sect,ion 3. As evidenced by their execution af this
contr�act, the parties to this contract ce�t� that they are unde� no cont�actual or
other irnpedirnnent that would prevent them fro�n complying wiih the Part 135
Negulations.
C. The cant�actor ag�ees to send to each laboY o�-ganizc�tion or rep�esentative
af �vorkers with which the contractor has a collective bargaining ag�eement o�
other understanding, if c�ny, a notice advising the labo� o�ganization ar worke�-s'
rep�esentative of the cont�-actor'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 applzcantsfor t�aining crnd employsnentpositions can see the notice.
The notice shall describe the Section 3 preference, shall setforth minimum numbe�
and job titles subject to hire, availa�ility af apprenticeship and training positions,
the qualifications for each; and the natne and lacation of the person(s) taking
applications for ecrch ofthe positions; and the anticipated date the workshall begin.
D. The cont�actor agr�ees to include this Section 3 clrxuse in every subcantract
subject to compliance with �egulations in 24 CFR Part .135, and r�g�ees to take
appYopYiate action, as p�ovided in an applicable provisian of the subcont�act or in
this Section 3 clause, upon a fi�ading that the subcont�acto� is in violation of the
regulations in 24 CFR Part 135. The cont�actor yvill not subcont�act tivith any
subcont�actar �vhere the contractor has notice or knowledge that the su�icont�actor
has been found in vialation of ihe �egulations in 24 CFR pa�t I3S.
E. The cont�actor tivill certify that any vacant employ�raent positions, including
t�aining positions, that c�re filled: (1 j after the cantr�acto� is selected but before the
cont�act is executed, and (2) with persons other than iha,se to who�n the �egulations
of 24 CFR Part 135 �equi�e employrnent appo�tunities to be directed, wer�e not
filled to circumvent the cont�actor's obligations under z4 CFR Part 135.
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�: Noncompliance with HUD's regulations in 24 CFR Part 135 may �esult in
sanctions, te�minatian of this contract for default, and debrx�ment or suspension
from future HUD assisted contracts.
G. With respect to }vo�kperfarmed in connection tivith Section 3 covered Indian
housing assistance, section 7(b% of the Indian Self-Determinc�tion and Education
�lssistcznce Act (25 U.S. C. 450e) also applies to the wo�k to he peYformed unde� this
ContYcrct. Section 7(6) �equi�es that to the g�eatest extent feasible (i) prefe�ence
c�nd opportunities for trcrining and employment shail be given to Indians, and (ii)
prefe�ence in the ativard af cont�acts and subcant�acts shall be given to 1`ndian
organizations and Indian-owned Econorraic Ente�pYises. �a�ties to this cant�act
that c�re subject to the provisions ofSectian 3 and Section 7(b) agree to cornply with
Sectian 3 to the maximu�n extent feasible, but not in der�ogation of complia�ace with
Section 7(I�). "
Section to be quoted in covered contracts ends.
14.1 I.2 Develo er Res onsibilxties far Section 3 Re uirements.
City and Devela�er understand and agree that compliance with tk�e pravisians
of Seciion 3, the regulations set forih i� 24 CFR Part 135, and all applicable
rules and oxders of HUD shall be a condztion of the federal financial
assistance provzded ta the Project bfnding upon City and Developer, and iheir
r�spective succe�soxs, assigns, contractors and subcontractors. Failure to
fiilfill these requirements sha�l subject Developer and ifs contracfars and
s�bcontractors and their respective s�ccessors and assign� to those sancfions
specified by the grant agreement through which federaT assistance is provided
and to such sanctions as are s�ecified by 2�4 CFR Part 135. Developer's
responsibilities incIude:
14.11.2.1 Cooperaiing with and supporting City Section 3 promotional
e�forts, including 7ob Fairs, neighborhood outreach
ca�nmunications activities, referral of contractox and
subcantractor empIoyees to job iraining opportuniiies as
advised by City, provision of the attack�ed Section 3 Business
Certification �o a11 subcontractors that zxzay be eligible for
Section 3 B�siness designation, referral o� applicable
subcontractors to HUD Section 3 regisiration, anc� xelated
City promotional efforts to e�hance Section 3 employment.
14.11.2.2 Implemenling procedures, and cooperating with City in its
efforts, to notify ,�ection 3 residents and buszness concerns
about training, employment, and cantraciing opportunities
generated by Section 3 covered assistance;
14.11.2.3 Notifying potential contractors working on Section 3 covered
projects of theix responsibilities;
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14.11.2.4 Facilitating the training and employment o� �ectian 3
residents and the ar�vard of contracis io Seciion 3 business
coz�cerns, and cooperating with City in activities to promote
such train.ing an.d awarcl. of contr-acts;
1�.11.2.5
14.11.2.6
14.11.2.7
14.11.2.8
Assisting and actively cooperaiing with the Neighborhood
Servic�s Deparfinent in ensuring compliance by contractors
a�td subcontractors;
Refraining from entering in�o cantracts with con�ractars that
are in vioIation of Section 3 regulations;
Documenting actions taken to cornply with Section 3; and
Submitting Section 3 Ax�nual Summary Reparts (Form HUD-
60002) in accordance with 24 CFR Part X 3S.9Q.
14.11.3 Sectaon_3_Renortin� Reauirement�.
rn order io co�x�.ply wztk� the Section 3 requirerr�ents, Developer musi submit
ihe forms attach�d hereto as Exhibxt "�" - Section 3 Reporting Forrns and
tal�e fhe following actions:
14.11.3.1 Report to the Ciry on a quarterly basis, a11 employ�xaent
apportur�ities creat�d by the Praject, and al� applicants for
em.ployz�aent by contractor and each subcont�actor on a
quarterly basis. This s�all include narne, address, zip code,
daie of applicaiion, and staius (hizedlnot hired) as of the dafe
of the re�ort.
1�.1I.3.2 Advertise available �ositions to the public for open
campetition, and provide documentation to City wiih the
quariezly xeport that demonstrafes such open advertisement,
in ihe form of pxintout o� Texas Workforce Commission
posting, copy of newspape� advertisezxxent, copy of flyers and
listing of locations where flyers were distributed, and the
Iike.
14.11.3.3 Report to City all cantracts awarded by contractor and
subcontractor on a quarterly basi�. This sha11 include name of
contractor and/or subcontractor, addxess, zip code, and
a�naunt of avvard as of the date of the report.
14.11.3.� Cooperating with City in all Section 3 reporting activities,
including use o� deszgnated softwar�, cor�munication to the
City of ideniity and contaci inforination for all Project
subcontractors, communicaiion wiih subcontractors to ensure
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xeporting compliance, and related activiiies to ens�.�re
compliance with HUD Section 3 reporting requzrements.
14.113.5 Report to the City on a quarterly basis all subcontractors for
the Project that have identifed as Sectian 3 businesses by
usiz�g the attached �ection 3 Business Certificatian fo��rn.
14.12 �rohibitian A ainst Discriminatioin.
14.12.1 General Statement.
D�velopex, in the execufion, performance or attempted performance of this
Contract, sha11 coxx�ply with all non-discrimination reqiairerr�ents af 24 CFR
92.350 and the ordinances codi�'ied at Chapter 17, Article IIr, Divi,sion 4— Fair
Housing of the City Code. Developer may not discritninate against any
pexson because of race, color, sex, gendez, xeIigion, national origin, familial
status, d'zsabi�ity or perceived disability, sexual oxie�taiion, gender idenfiity,
gender expression, ar transgender, nor will Developer pexz�zt its officers,
members, agents, employees, con�ract�rs, �vendors or Projeci participants ta
engage in such discrimination.
This Contract is made and entered inio with re�erence specifically to the
ordinances codifzed at Chapter 17, Artic�e ITI, Divzsion 3- Employrnent
Practices of the City Code, and D�veloper hereby covenants and agrees that
Developer, its officers, mex�r�be�rs, agents, employees and contractors, have
fully complied with all provisions o� same and that no err�ployee, or applicant
for employment has been discriminated against under the terms of s�ch
ordirzances by either or its officers, �nembers, agex�ts, employe�s, contractors
or vendors.
19�.12.2 No Discriminati n in Em lo ment_ rin the Perfarrnan e of this
Contz-act.
During the perfor�nance of this Contract, Developer agrees to the �allowing
provision, and will require that its contractors, �ubcontractors and vendors also
comply wfth such provision by including it in a11 contracts �wvith its contractors
and vendors:
�Contractor's, Subcont�acta�'s or T�endor's Ncrme� will not unlawfully
discriminate against any erx�;ployee or applicants for employmeni because o�
race, color, sex, gender, religion, na1ional origin, #'amilial status, disability or
perceived disability, sexual orientation, gender identity, gender expression or
transgender. fCantracto�'s, SubcontractoY's or� Vendo�'s Name1 vvi11 take
affir�native aciioz� to ensure that �pplicants are hired wi�hout regard ta race,
color, sex, gender, religion, national origin, familial status, disabzlzty or
perceived disability, sexual oxientatzon, gender identity, gender expression or
transgender and thai employees are tzeated fairly during employment
wiihout regard to their race, color, sex, gendex, religion, natio�al origin,
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fazniliai status, disability or perceived disability, se�ua� arientation, ger�der
identity, gendex expression or transgender. Such action shall include, but nof
be limited to, the f�llowzng: employment, upgrading, demotion or trans�ex,
recrui#ment or recruiiment advertising, layoff or termination, rates of pay or
other forrns of compensation, and selection far training, including
appreniiceship. �Cont�actar's, Subcont�actat-'s or Vendor's Name� agrees to
post in canspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimznatzon
clause.
Contractor's Su�contractor's o� YendoY's Name wi�l, in all solicitations or
advertisez�e�nts for employees placed by or on behalf o� fConircactor's,
SufrcontYactor's or Tjenda�'s Name�, state that a�l qualified app�icants wzll
receive consideraiion for employment withaut regard #o race, color, sex,
g�nder, religion, national origin, fanaiIial status, disability or perceived
cl.isabiliry, sexual orientation, gender identity, gender expression or
transgender.
�Contracto�-'s, Subcont�acto�'s oN Vendor's Nartzel covenants that neither it
nor any of its officers, members, agents, employe�s, ar contractors, while
engaged in performing ihis Contract, sk�all, in conn�ction with the
e�xap�oyment, advancement or discharge of employees ox in connection vvith
the terzx�s, co�ditians or privileges of their ertiployment, discrizx�inate against
persons because o� their age or because of any disability or percezved
disability, except on the baszs af a bona fide occupatianal qualification,
retirement plan or stati.�iory requirex�aent.
Contracto�'s Subcontr�actor's or� VendoY's Name �urther covenants thaf
neither it nox i�s officers, members, agents, employees, contxactoxs, ar persons
acting on their behal�, shall specify, in solicitations or advertisez�n:ents �or
employees to work on this Cantract, a ma�i�num age iimit for such
employment unless the specified zxxaxim�.un age limit is based upon a bona fide
occupational qtxaliiicaiion, reiirement plan. ox statutory requirement.
14.123 Develo�er's Contractors and ADA.
In accordance with the provzsians of the Americans With Disabilities Act of
1990 ("ADA"), Developer warraa�ts tk�at it will not unlavvFully discriminate on
the basis of disability in ihe provision of servzces to the general public, nor in
the a�ailability, terms and/or condiiions of employx�ent for applicants for
employmezat wrth, ar emplayees oFDeveloper. DEVELOPER WARR.ANTS
IT WYLL FULLY COMPLY WITH ADA'S PROVYSYONS AND ANY
OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS
CONCERNING DTSABYLITY AND WILL DEFEND, INDEMNIFY
AND HOLD CITY HARMLESS AGA�NST ANY CLAIMS OR
ALLEGAT�ONS AS�ERTED BY THYRD PARTIES, CONTRACTORS,
SUBCONTRACTORS OR VENDORS AGAINST CrTY AR.IS�NG OUT
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OF DEVELOPER'S AND/OR �TS CONTRACTORS',
SUBCONTRACTORS', VENDORS', AGENTS' OR EMPLOYEES'
ALLEGED FA�LURE TO COMPLY WITH THE ABOVEW
REFERENCED LAWS CONCERNING DTSABIL�TY
DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT.
14.13 Conf7ict of Tnterest and Viol��ans of Crimina� La�.
X4.13.1 Develoner Safe�uards.
Developer shall establish safeguards to prok�ibii its employees, board
merz�bers, advisors and agents from using positions fox a pu�pose that is or
gives ihe appeara�ce af being motivated by a desire for private gain for
themselves or others, parizcuiarly those vvith whom ihey have �amily,
business or other ties. Developer sha�I disclose to City any conflici of interest
or potential conflict of interest described above, immediately upon discovery
ofsuch.
14.13.2 G n r I Prohibition A ain t Can 'cts of Inte
No persons who are ernployees, agents, consultants, officers or elected
officials or appointed officials of City ox of Develaper who exercise or
have exercised any functions or responsibilzties wiih respect to aciivities
as�isted with HOME funds or r�vho are in a position to participate in a
decision-making process or gain inside infonnation with regard ta these
activitie� may occupy a H4ME Unit, may obtain a financial interest or
benefif from a� IOME�assisted actzvity, or havc an interest in any contract,
subcantract or agreement with respect thexeto, ar the proceeds ihereunder,
either �or themselv�s or those wiih whom they have family or business ties,
d�ring theiz tenure or for i year thereafter, unless they are accepted i�
accordance with lhe procedures s�t for�h at 24 C.F.R. Part 92.356.
14.13.2.1 Developer shall estab�ish conflict of interest policies for
Federal Awards and shall pxovide such policies in writing to
City in accordance wiih the requirements of 2 CFR Part
200.112.
14.13.3 Disclosure af Conflicts of Inferest� -
�n compliance vvith 2 CFR Part 200.1 ] 2, Developer is renuired io tirnely
disclose to City in wrifing any potential conflict o� interest, as described in
this Section.
14.13.4 Disclosure of Texas Pena� Code Viaiations.
Developer affirms that it will adhere to the provis�ons of the Texas Penal
C o d e which prohibits �aribery and gifts to pub�ic servants.
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14.13.5 Disclosuxe o�' �e�eral riminal Law Vialations.
Tn compliance with 2 C�'R Paxi 2a0.113, Developer is required to timely
disclose to Ci-ty all violations of fedezal cxi�nni�nal law involvfng �raud,
bribery or gratuity violations potentially affecting this Contract.
14.14 Labor Standards.
14.14.1 As ap�licable, Developer agrees io coxxzply with the requirements of fhe
Secretary of Labor in accorda�ce with the Davis-Bacon Act (40 U.�.C. 276a-
7) as amended, th� provisions of Contract Work Hours and Safety Standa�rds
Ac� (�0 U.S.C. 327 ei seq.) and all ather applicable FederaI, state and local
laws and regulations pertaining io labor standards insofar as those acis
apply to the performance of this Contract. Deve�oper agrees to comply
with the Copeland Anti-Kick Back 1�1ct (18 U.S.C. 874 et seq.} and its
implernentir�g regulations of the Uniied States Department of Labox at 29
CFR Part S. Developer sha11 mainfain documentation that demonstrates
compliance with hour and wage requirements of this Contract and ITOME
Regulations. Such documentation s�all be made available promptly to
City for review u�on request.
14.1 �.2 Developer agrees that, exc�pt with respect to the rehabilitation or construclion
of residentzal pxoperty containing less than 1� units assisted with HOME
funds, ali coniractors engaged uz�der contract for construction, renovation or
repair worlc financed in whole or in part with assistance provid�d under this
Contract, shaIl comply with Federal requirements adopted by City pertaining
to such contracts and vvith the applicable requiremenis of the regu�ations of
the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the
payment of wages and ratia of apprentic�s and irainees to j ourney workers;
provided that, if wage rates higher than fhose required under these
regulations are imposed by state or Iocal law, nothing hereunder is intended to
relieve Developer of its obligation, if any, to require payment af the higher
wage. Develop�r shall cause or require to be inserted in full, zn aIl such
contracts subject to such regulations, provisions meeiing �he requirements of
ihis paragraph.
14.143 If Davis�Bacon is applicable, Developex shall p�rovide City access t�
employee payrolls, contractor and sul�coniractor payxolls and o�her wage
info�rzzxzatioz� for persons performing construction of the Required
Tmprovements. Payxo��s must be submitt�d to the Neighborhood Services
Department with each Reiznbursezz�ent Request, and must be available to
Neighborhood Services Department sta�� upon request. In addition,
Develop�r shall ensure that City will have access �o ezxapIoyees, contractors
and subcantractors and their respective employees in order to conduct
onsite interviews with laborers and mechanics. Developer sha11 inform its
contraciors and subcon.tractors that City staff or �ederal agencies may
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conduct periodic employee wage intexvzew visits during constxuction o�the
Project to ensuxe complia�ce.
14.15 Subcontractin� with SmalI and Minar�tv Firrns. Women's Busine�s
Enter rises a�d_Labar Su�r 1 Areas.
14. I S. I For procurement contracis $50,000.00 or larger, Developer agrees to abide
by City's po�icy to involve Minority Business Enterprises and Small
Business Enterprises and to provide them �qual opportunity to campete for
contracts for constructian, provision of pxafessional services, purchase of
equi�ment and supplies and provision of o��Zex services required by Cxty.
Developer agrees to incoxparate �lie City's BDE Oxdinance, if applicable, and
a�� amendments or successox polfcies or ordinances thereto, into a11 coniracts
and subcontracts for procurement of $5U,400.00 or larger, and will f�rther
require ail persons ar entities with whic� it so cantracts to coinply with said
ordinance.
14.15.2 It is nationai policy to awaz�d a fair sT�are of contxacts to disadvantaged
business enterprises ("DBEs"}, small business entexprzses ("SBEs"),
minoriiy business enterprises ("MBEs"), and women's business enterprises
("WBEs"}. Accoxdingly, affirmative steps must be taken to assure that
DBEs, SBEs, MB�s, and WBEs are utilized when possible as sources of
supplies, equipment, con:stxuction and ser�ice�.
14.15.3In order to camply with the reporting requirements of 2� CFR Part
92.508 (a){7}(ii), Developer rr�ust subrz�it the form attached hereto as Exhibit
"K" ---- Contract and Subcontract Activaty Reporting Form� for each
contract or subcontract with a va��e of $10,000 ox inore paid, or to be pazd,
with HOME fiuids. Thzs forrn shall be subx�itted with the final
Reizx�bursement Request.
14.15.4 In the event tIaere is a conflict between the de�nitions, applicability, or enfarcement
of 49 CFR Part 26 and the City's BDE Ordinance, 49 CFR Part 26 shaIl control.
14.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation ihat is applicable to
Developer does not excuse or relieve Dev�ioper from the xequirements or responsibilrties in
xegard to following the la�r, nor from the cans�quences or penalties for Developer's failure ta
fo��ow the law, if applzcable.
14.17 A�.S,s,,,,�'�nment.
Developer shaIl not assign a�l or any part of its rights, privileges, or duties under ihis Cont�act
without the priox written a�proval of City. Any atternpted assignment of same without approval
shall be void, and shall canstitute a breach o�this Cantraci.
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14.1$. Righf to Insn��f Develoner Contracts.
It is agreed �hat City has the right io inspect and approve in writing any proposed contracis
between Developer and (i} iis general contractor and sulacontractors, including any lower tier
subcontractors engaged in any activity that is funded as part of the construction of the Required
Irnproven�.ents, (ii) any vendar contracts arising out of the operation oi the Pz•oject, and (iii} any
third party contracts to be pazd with ��QME Funds, prior to any charges being incurred.
14.19 Force Maieure
Zf Developer becames unab�e, either �n whole or part, to �ulfill its obligations under this
Contract due to acts of God, statewide, national, or worldwide pan.de�xiics, strikes, lockouts, ar
other industrial distuxbances, acts of public enemies, wars, blockades, ins�xxections, riots,
epidemic�, earthquakes, fires, floods, resiraints or prohibrtions by any court, board, department,
commission or agency of the United States or o� any States, civil disturbances, or explosions, or
sorr�e other reasan �eyond Developer's control (collectzvely, "Force Majeure EvenY'), the
obligations so affected by such Force Maj eure Event will be suspended only during the continuance
of such event anc� the Completion Date for such obligations sha11 be extended for a�ike period.
Developer will give City wxitten noiice of the existence, e�tent and naiure of the Force Majeure
Event as soon as reasonably possible aftex the occurrence of the event. Fail�zre to give notice will
result in the continuance of the Developer's obligation regaxdless of the extent o� any existing Force
Majeure Event. Develaper vsrill use commercially reasonable ef�orts to remedy its inability fo
perform as soon as possible.
14.20 urvival.
An�r provision of ihis Contract that pertains ta Affordability Rec�uiremenis, audi�ing,
rz�.oniioring, tenant income eligibility, record keeping arzd reports, City ordinances, the provisions
of Seciion G.5 pertaining to �AM, or any HOME requirements, i�deznnziy abligations, and any
Event of Defau�t az�d enforcement provisions necessary to enforce such proviszons, shall survive
the termination of this Contxact �or the longer of (i) � years after the termination date o� ihis
Contract, or {ii) � years after ihe tezzx�z�ation ofthe Affordability Period un�ess a different survival
period is specifically set forth herein, and shall be enforceable by City against Developer.
1�. INDEMlYIFICATION AND RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS
AND DEFEND, AT YTS OWN EXPENSE, CITY AND ITS OFFICER5, AGENT�,
SERVANTS AND EMPLOYEES FROM AND AGA�NST ANY ANll ALL CLAIMS OR
SUrTS FOR PROPERTY LOSS OR DAMAGE AND/4R PERSONAL INJURY,
INCLUDrNG DEATH, TO ANY AND ALL PERSONS, OF 'WIIA.TS4EVER HIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARTSTNG OUT �F OR �N
CONNECTION WTTH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES O�+' THE PROJECT DESCRIBED
HERETN, WHETHER OR NOT CAUSED TN WH�LE �R �N PART, BY ALLEGED
NEGLIGENCE OF OFF�CERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS OF C�TY, AND DEVELOPER HEREBY ASSUMES ALL
L�ABILITY AND RESPONSYBILITY OF CITY AND ITS OFFICERS, AGENTS,
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SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS �R DAMAGE AND/OR PERS�NAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSQNS, OF WHATSOEVER KINDS OR CHARACTER,
WHETHER ItEAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH
THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE
OPERAT�ONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVA�TTS, EMPLOYEES, CONTRACTOR�
OR �UBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND
AGREES TO AND DOES HEREBY YNDEMN�FY AND HQLD HARMLESS CITY FR�M
AND AGA�NST ANY AND ALL INJ[TRY, DAMAGE OR DESTRUCTION OF PROPERTY
OF CITY, ARIS�NG OUT OF OR IN CONNECTION WrTH ALL ACTS OR OM�SSIONS
OF DEVELOPER, ITS OFFICER5, MEMBERS, AGENTS, EMPLOYEES,
CONTRACTOR�, SUBCONTRACT4RS, INVITEES, LICENSEES, �R PROJECT
PARTICIPANTS, OR CAU��D, �N WHOLE OR �N PART, BY ALLEGED NEGLYGENCE
OF OFF�CERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR
SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENT�ON �F THE PARTIES, BOTH DEVELOPER AND
CITY, THAT THE INDEMNTTY PROV�DED FOR THIS SECTION TNCLUDES
INDEMNITY BY DEVELOPER TO YNDEMNIFY AND PROTECT CITY FROM THE
CONSEQUENCES OF CITY'S OWN NEGLTGENCE, WHETHER THAT NEGLIGENCE
IS ALLEGED TO BE THE SOLE OR CONCURI2�NG CAU�E OF THE INJURY,
DAMAGE OR DEATH.
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPL4YEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABTLTTY
FOR YNJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED
IN CONNECTI4N WITH OR INCIDENTAL TO PERFORMANCE UNDER THi�
CONTRACT, EVEN IF THE �NJURY, DEATH, DAMAGE OR L�SS �S CAUSED SY
CITY'S SOLE OR CONCURR�NTNEGLIGENCE.
NOTWITHSTANDING THE FOREGOING, DEVELOPER SHALL NOT BE
REQUYRED T4 �NDEMNIFY CITY AGAINST DAMAGES SUFFERED �OLELY AS A
RESULT OF GROSS NEGL�GENCE OR WILLFUL MISCONDUCT ON THE PART OF
THE AGENT�, EMPLOYEES, OFF�CERS AND/OR LEGAL REPRESENTAT�VES OF
CITY.
DEVEL4PER SHALL REQUIRE ALL OF rTS C4NTRACTORS TO INCLUDE IN
THEIR CONTRACTS A RELEASE AND INDEMNYTY IN FAVOR 4F CITY IN
SUSSTANTIALLY THE SAME FORM AS ASOVE OR IN A FORM AGREED T4 BY
C�TY; HOWEVER, SUCH AGREEMENT BY CITY SHALL NOT ALTER OR IN .ANY
WAY AFFECT DEVELOPER'S DUTYES AND OBLIGATiONS TO CITY SET FORTH
ABOVE TO C�TY.
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16. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer is a charitable or nonprofit organization and has or ciai�ns an immunity or
e�emption (statutory or otherwise) fram and against Iiability for damages ox injury, including death,
to persons ar property, Developer hereby expressly wai�es its rights to plead de�ensive�y such
irza�xaunity or exemption as against City.1'his section sk�all not be construed to affect a govexx�x�e�.tal
entity'� immunrtzes under constitiutional, statutory or cona�nnan law.
li. INSURANCE AND BO DN ING�
To the extent Developer Y�as �mployees, Developer will maintain coverage in ihe �orm af
insurance or bond in the amount of $800,0OO.OU, which is ihe total amount of the Loan, to insure
against loss from tk�e fraud, theft or dishonesty of any of Deve�oper's officers, agents, trustees,
directors or employees. The proceeds of such insurance or bond shall be used ta reimburse City for
any a.ud all loss of HOME runds accasior�ed by such misconduct. To effectuate such
reinnbursement, �uch fidelity coverage shall include a rider stating that reimbursezxaent for any
loss or losses shall name the City as a Loss 1'ayee.
Developer shall fuz�r�zsh to City, in a�:imely mann�r, but not later than 60 calendar days
after th� E�fective Date, certificates of insurance as �roof ihat it has secured and paid for
po�icies of commercial insurance as specified herein. If City has not received such certificates as
�et forth k�erein, Developer shall be in default of the Contract and City may, ai its opiion,
terminate ihe Canfract.
Such insurance sha�l cover a.11 insurable risks incideni to or in. con�ectian with the execution,
performance, attempted perforzx�ance or nonperformance of this Contract. Develop�r sha�l
m.ai�tain, or require its general contractox �o maintain, the following coverages and lzzniis thereof:
Commercial General L�abilrt CGL Insurance
$1,000,000 each occuz'rence
$2,000,000 aggregate Zinait
Business Automobile Liabili Insurance
$1,OOO,D40 each accident on a combined singie-liz�azt basis, or
$ ��0,000 Property Damage
$�00,000 Bodily Injuxy per person per occurrence
$2,U00,000 Aggregate
Ins�rance policy shall be endorsed to cover "Any Auto" defined as autos ov�vned, hired and
non�owned. Pending availability of the abova coverage and at the discretion of City, the poiicy
shall be the primary responding �nsurance policy versus a personal auto �nsurance policy if or
when in the course of Developer's business as contracted herein.
Workers' Compensation Insurance
Part A: Statutory Lzrziits
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Part B: Emplo�er's Liability
$100,000 each accident
$140,000 disease-each ez�nployee
$�00,000 disease-policy limii
Note: Such insurance shal� cover employees performing work on aaay and all Projects
inc�uding but not ?imited to construction, demolition, and rehabilitaiion. Developez or its
contractors shal� x�aintain coverages, if applicable. In the e�vent the respective contraciors
do noi maintain coverage, Develope�r shall maintain the coverage on such contractor, if
applicahle, for each appiicable contract.
Add�tianal Requirements
Such insura�ce announts sha11 be revised upward ai City's reasonable option and no more
frequently than once evexy l2 nnonths, and Deve�oper sha11 revise such amounts within 30
days following notice to Developer of such requzxemenis.
Developer will submit to City documentation that it, and its general confractoz and/or
prime subconixactor, as applicable, have obtained insurance coverage and have executed bonds
as required in this Contract prior to payment of any monies pravided hereunder, it being understood
and agreed that a payment and performance bond �azx�.ing ihe prime subcontractor as principai and
the Developer and City as additional obligees sha11 satisfy the obligation hereaf regarding bonding
o£the Project.
Where applicab�e ancl. appropriate, insurance policies required herein shall be endorsed to
include City a� an additional insuxed as iis interest may appear. Additional insured parties shall
include employees, officers, agents, and voluz�.teexs o� Ciiy.
The Workers' Compensation Insurance policy shall be endorsed to incIude a waiver of
subrogatioz�, also referred fo as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a
waiver of such requirement or as a waiver of the insurance requirements thems�lves.
�z�surers of Developer's insurance poIicies shall be licensed io do business an the state of
Texas by the Departrzient of Insurance or be othervvise eligible and authorized to do business in the
state of Texas. Tnsurers shall be accepiable ta City insofar as their financial strength and solvency
and each such company shall have a curren� mznxxz�um A.M. Best Key Rating Guide rating of A:
VII or other equivalent insurance industry standard rating othexwise approved by City.
Deductible limits on the forego'rng insurance poIicies shall be at commercially reasonabie
levels, and in no event ez�ceed $100,000 per occurr�nce.
In the e�veni there are any local, fedexai ox other regu�atory insurance or banding
zequirements for th� Project, and such requirements exceed those specif ed herein, ihe fanner shall
prevail.
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Developer sha11 require its contractors to maintain applicable in,surance covexages, limits,
and other �requirements as thase specified herein; anci, Developer shall require its contractors to
provide Developer with certificate{s} af insurance documenting such coverage. A�so, Developer
sha11 require its contractors io have City an.d Developer endorsed as additiona� insureds (as their
'rnferest may appear} on their respecii�e insurance policies whexe app�icable andappropriat�.
Pxo�essional Liability coverage shall be in force and may be provided on a clai�n's �x�.ade
basis. This covexage zxaay also be referrec� to as Management Liability, and shall protect the
insured against claims arising out of alleged ezxors in jndgment, breaches of duty and �wrongful acis
arising out of their management duties.
Developer shall require its builder ta maintain builders risk insurance at the value of the
construction.
18. CERTIFICATYON REGARDING LOBSYING.
The undersigned Develaper hereby certifies, to the best of its knowledge and belie�, that:
No Fea'eral appYopricrted funds have been paid o� will be paid, hy or on behalf ofDevelope�,
io any person f'or influencing o� attempting to influence an officer o�- e�nployee of any
ccgency, a member of Cong�ess, an officeY oY enaployee of Congress in cannection �vith the
awarding of crny Federal contract, the making of any federal grant, the mc�king of any
Fede�al Ioan, the ente�ing into af any cooperative agreement and the extension,
continuation, �enewal, amendment, ar modificc�tion of any Fede�al contract, g�ant, loan oY
caopepative agreement.
If any funds othe� than federally appropriated funds have been paid or will be paid to any
pe�son fo� influencing or atte�npting to influence an officer or employee of any agency,
n�embe� of Cang�ess in connection with this Fede�al contract, g�ant, laan ot- cooperative
agt-eement, Developer shall complete and subjnit Standard Form-LLL, "Disclosure FoYr�a
to Report Lobbying, " in acco�dance with its instructians.
This ceriification is a rnaterial rep�esentatian of fact upon �vhich reliance tivas placed
when this Cont�act was made o� entered into. Suhmission af thiscertificate is cz pre�equisite
fo� making or entering into this Cont�act imposed by 3I U. S. C. Section 1352. Any persan
who f'ails to file the required ce�tification shall be sul�ject to a civil penalty of not less than
$10,000.00 and not more than $�OO,OOa 00 fo� each such failure.
Developer sha�l require that the language of this certification be included in all subcontracts
or agreements invalving the expenditure of federal f�nds.
i9. RELYGIOUS 4RGAPIIZATION.
Developer shall comply �ovith aIl applicable requiremenis as more particularly described in
24 CFR Pa�i S.109. Na portion of the HOME Funds shall be used in support of any sec1arian or
HOME DEV�LOPER REN`I'AL CONTRACT REV 11/05/2020
Palladiurn Fain Street, Ltd — Palladium Fain 5treet Apartments 1'age 49
religious acfivity. In addition, there must be no religious or membership criteria for tenants of a
HOME-funded unit.
19.1 Se aratxon of Explicitl Reli ious Activities.
Developer retains its independence and may continue to carry out its mission, including tk�e
definition, development practice, and ex�ression o� its reiigio�s beii�fs, pro�vided that it does not
use HOME Funds to support or engage in any explicitly religious activities (i�cluding activities
that involve overt religious content such as worship, religious instructzon, or proselytization), or in
any other manner prohzbiied by law.
19.2 Exniicitiv Religious Activif�es.
If Developer engages in expliciily religious aciivzties (including activities that involve overt
religious content such as worship, religious inst�-uction, or proselytizatioz�), ihe explicitly religiaus
activities must be of�exed separately, in time or location, from the programs ox activities supparted
by HOME Funds and participatzon must be voluntary for ienants of HOME-funded units.
20. LITIGATION AND CLAYMS.
Developer shall give City immediate notice in writing of any actzon, including any
proceeding before an adzx�inistrative agency, filed against Developer in conjur�ction with this
Contract or the Project. Developer sha�I �urnish imrnediately to City copies of all pertinent papers
received by Developer with respeci to such action ax claim. Developer sha11 provide a notice to City
withzn ] 0 days upan frling under any bankruptcy ox finax�cial insolvency provision of Iaw.
�i. N�TICE.
All notices required or permitted by this Contract must be in writing and sha11 be effective
upon receipf when (i} sent by U.S. Mail, with propex pastage, certified mail return receipt requesied
or by a z�ationally r�cognized overnight delivery service; a�d (iii) addressed ta the other Pariy at ihe
address set out below or at such other address as ihe receiving Party deszgnates by proper notice to
the sending Party.
C�Yv:
City Attorney's Office
200 Texas Street
Fort Worth, TX 7G 102
Attention: Jo Pate
Telephone: 8 � 7-392�6259
Copies to:
Neighborhaod Servic�s Department
200 Texas Street
Fort Worth, TX '16102
Atiention: Assistant Director
Telephone: S 17-392�7540
HOME D�VELOP�R RBNTAL CONTRACT REV 11/OS/2020
Palladium Fain Street, Ltd — Palladium Fain S#reet Apartments Page 50
Neighborhood Servic�s Department
200 Texas �treet
Fort Worth, TX 76102
Attentian: Neighborhood Development Coordinator
Te�ephone: 817-392-863 8
Developer:
Palladium Fain Street, Ltd.
13455 Noel Road, Suite 400
Da�Ias, Te�as 75240
Attention: Tho�nas E. Huth
Telephone: 972-774-4400
Copies to:
Palladzum USA, Inc.
13455 Noel Road, Suite �00
Da11as, Texas 75240
Attention: Thomas E. Huth
Telephone: 972�774�4400
�hackelford, Bowen, McKinley & Norton, LLP
9201 N. Ceniral �xpressway, Fouxih rlaar
Dallas, Texas, 75231
Attention: John C. ShackeIford
Telephone: 214-780� 1400
Investor:
RAH �nvestor 273 LLC
c/o Regions A�fordabie Housing
1I 1 Great Neck Road, Suife 500
Greai Neck, New York 11021.
With copy fo:
�'ones Walkex LLP
420 North 20th Street, Suite 11 QO
Birmingharn, Alabama 35203
Attention: Kelly Rushin Levsris and
Bxandon D. Hughey
��. DEVELOPER HAS LEGAL AUTHOR�TY T4 EN�ER �NTO CONTI.tACT.
Developer represents that it �ossesses the legal authority, pursuant to any proper,
appropriate and official motion, r�solution or action passed or tal�en, tio enter info this Contract and
to pex:Forzx� t�e xesponsibilities hereinrequired.
HOME DEVELOPEA RENTAL CONTRACT REV 11/05/2020
Pal�adium Fain Street, Ltd -- Palladium Fain 5treet Apartments Page 51
23. INVE�TOR'S RIGHT TO CURE.
The Parties agree that t11e Invesfor sha11 have the right, bui noi the obligation, to cure any
Event of Default by or comple�e any abligation of fhe Deve�oper under the Loan Documents during
the cur� period or completion period provided therein, and the Parties hereto agree to accepi any
suc� cure or compl�tion tendered by the Tnvestor.
�4. IMM�GRATION NATIONALITY ACT.
Developer shall verify the identity and emplayment eligibility of its employees who pex�oxrzi
work under this Contraci, including completing the Ernployment Eligibility Verification �'orm (I-
9). Upon request by City, Developer shall, within a reasonable period of tirne, provide City with
copies of a11 I-9 �orzxzs and supparting eligibility documentation for each ernployee who performs
vvork under ihis Coniract. Developer shall adhere to all Federal and State laws as well as establish
appropriate procedures and con.trols so that no services �will be �erformed by any Deve�oper
emplayee who is not legally eligible to per�orm such services. DEVELOPER SHALL
INDEMN�FY CITY AND HOLD CYTY HARMLESS FROM ANY PENALTIES,
LYABYLITIES, 4R LOSSES DUE TO VIOLATYONS 4F TH�S PARAGRAPH BY
DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENS�ES. City shall have the right to immedialeTy terrninate this Contract for violations of this
provisio� by Developer.
25. SOYCOTTING ISRAEL PR4H�B�'�'ED.
Yf Developex is a company with ten (10} or more fiall�time employees and if this Contract i�
for $100,000.00 or more, Developer acknowledges that in accordance with Chapter 227Q of the
Texas Government Code, City is prahibited from entering into'a contrac� wiih a company �or good
or services unless the contract contains a w�ritten verification from the com�any that it: (1) does
not boycott Israel; and (2) vviIl not boycott I,srael durzng ihe term of the contract. The Terms
"boyeott Israei" and "company" shaIl have the meanings ascxibed to those terms in Section
808.001 of the Texas Government Code. If applicable un�ler this Contract ancl Developer is
cvnside�ed r� "company," by signing this Contract, Developer certifies thc�t Developer's signatu�e
pravides written ve��cation to City that Developer: (I) does not boycott 1`srael; and (2) �vill not
hoycott IsYael during the terwn of this Contract.
�6. COUNTERPART�
This Contract may be executed zn multiple counterparts, each of which shall be coz�sidered
an oxiginal, but all of vvhich shall consiitu�e o�e instrurnent which may be sufficiently evidenced
by one counierpart.
�Signature Pages ta Follow]
HOM� DEVELOl'ER RENTAL CONTRACT REV I I/05/2020
Palladiurn Fain Street, Ltd - PaIladium Fain Street Apartments Page 52
�
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IN WITNESS WHEItEOF, the Par�ies have executed 3 duplicate originals of this
;t.to be effective as af the Ef%ctive Date.
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CITY OF FORT WORTH
a Texas home rule mut�icipality
By. � � �
Fernando Costa, Assistant City Manager
M&C 20-0658 Date2h�3eptember 15, 2020
Form 1295: 2020-b51168 Date: �g��,�
APPROVED AS TQ F�RM AND LEGAL�TY:
' �
10 Ann� Pat�, Assistant CityAttorney II
City of Fort Worth Cantract Com�liance Manager:
By signing I acknowledge that I am the person responsible
ror the monitoring and adr�iinistration of this contract, including
Ensuring all performance and reporting requirements.
�
Chad LaRoque, Housing Developmenti and Grants Manager
PALLADIUM FAIN STREET, LTD.,
a Te�as limited pamlership
By: �alladiuzn Fain Street GP, LLC,
a Texas limiied liability company,
its general partner
By: Palladium Fain Street GP Mgr, Inc.,
a Texas corporation, i' _
.� _
its co-manager -�
, ;� �
�M � �
. �
By:
Tho�nas E. Huth, Fresident
Date:
HOME DEVELOPER RENTAL CONTRACT
Pa�ladium Fain 5treet, Ltd — Palladi��n Fai� Street Apartments
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EXHYBTTS:
Exhibit "A" — Projec� Summary
Exhibit "A 1" — HUD Ren:t Limits
Exl�ibit "A-2"— Environmental Mifigation Action
Exhibi� "S" — Budget
Exhibit "C" — Construction and Reimbnxsemen� Schedule
Exhibit "D" — Audit Requirements — Not Applicable
Exhibit "E" -- Loan Documents
Exhibi# "F" — ReimbursementForms
Exhibit "G" — Projec� Compliance Report: RentaI Housing
E�hibit "H" — Federal Labor Standards Pravisions -� Davis-Bacon Requirements
Exhibit "I" — Section 3 Reporting Forms
Exhibi� "J" — Standards �or Complete Dacume�tatian
Exhibat "K" — Contract and Subcontracti Activity Reporfing Form
Exhibi� "L" — Deed Restriction
Exhibit "M" — VAWA Forrns
Exhibrt "N" — HOME Requirernents
HOME DEVELOPER RENTAL CONTRACT R�V 1�/65/2020
Palladium Fain Stxeet, Ltd -- PalIadium Fain Street Apartments Page 54
EXHYB�T "A"
PROJECT SUMMARY
PALLADIUM FAIN STREET APARTMENTS
Capitalized terms noi defined herein shall have meanings assigned to tk�em in the Contract.
DESCRIPTION:
Developer wzll use H4ME Funds for a portion of the costs to develop Palladium Fain Sireet
Apartments, a mixed-incoxx�e af�ordab�e k�ousing develapment on approximately 4.9� acre�. The
project will have a total of 90 units in 1 reside�ltial building which wi�� consist of 56 one-bedroom
units, 24 two�bedroom units, and 10 three-bedroom units. There will also be a xesori style pool,
fitness center, cornmunity room and playground.
Developer will be entifled to make Reimbursement Rec�uests until 30 days after the Completion
Deadline, in accordance with the terms of this Contract.
In consideration for the HOME Funds, Developer agrees to provide the followin� information and
zxzeet ihe following xequirements:
� Designate 7 Accessible Units in accordance with Sectian 504 requirements and the terms
of the Con�ract, � for mobiiity impairme�is and 2 fox visua� ox hearing impairments.
�ccessible Uniis shall be marketed in accordance with Section '7.7 of the Contract.
o Designate 6 floating HOME Units in th� proj�ct, 4 as High HOME Unit� and � as Low
HOME Units. HOME Rents will be charged in accordance with the renfs set foz�th in
Exhibit "A-1" — HUD Rent Linaits, publzshed an�uaI�y by HUD, and sha11 not exceed fhe
High HOME Rent.
• Sei aside 9 units for t�nant households earning at or below 30% of AMI.
a Submit Exhibit "G" � Pxoject Compliance Report: Rental Housing regarding the
household income, size, race, ethnicity, gender of head af household, disabiIity status, and
rental assistatice type for the initial tenant of the f rst HOME Unit to be leased. C�TY WILL
WITHHOLD $�0,000.00 OF THE HOME FUNDS UNTYL CYTY VERIFIES THAT AT
LEAST 1 HOME UNIT IS LEASED TO A HOME ELIGIBLE HOUSEHOLll.
� 7f ihe 6 HOME Uniis do noi qua�ify as affordable rental hausing immadiately upon lease�
up or at a�y time during the Affordability Period, the City xx�ay invoke any remedies
provided in the Contract or #he Loan Documents.
e Submit a copy o� its annual audit and any annual reports that are submitted to TDHCA to
City ihroughout the Affoxdabiliiy �exiod.
S�'ECIFIC PURPOSE:
The specific purpose of this project is to increase ihe availability of quality, accessible, a�fordable
housing �ox low- and moderate-income City residents in ceniraI Fort Worth.
PROJECT OB.�ECTIVES:
The project wilI provide 81 housing units affordable to housek�o�ds earning at or below 60% of
AMI, of which 6 will be designated as HOME Uniis and 9 will be set aside �or �ouseho�ds
earx�ing at ar below 30% of AMI. The remaining 9 units will be market rate.
HOME DEVELOPER R�NTAL CONT1tACT — EXHIBITS REV. {i2/11/�0�1
Palladium k'ain Street, Ltd. -- Yalladium �'ain Street Apartments Page 1
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EXHIS�T "A-�"
ENVTRONMENTAL MITIGATION ACTION
PALLADTUM FAIN STREET APARTMENTS
HOME Funds may be reim�ursed �or exempt activities; however, HOME funds wvilI not be paid, a�d casts
cannot be incurred, until City has conducted and completed an environmen#al revievv of the proposed
project site as required under �4 CFR Part S$. The enviran�nental review naay result in a decision to
proceed with, modify, or cancel the project. Furtlaez-, Deveioper will not undertake or commit any funds
to physical or choice limiti�zg actians, includin� property acquxsition, demolition, movemenf, rehabili�a�ion,
conversion, repair or constructio� untiI satisfactor~y cornpletion o� environmentaI review and receipt by
City of an authorization to use granf fu�nds from HUD under �4 CFR Part �$.
Special co�ditions, procedures, and rec�uirements identified for the pro�ec� may incIude and are no� Iirnited
to mitigation of any adverse effec�s identified �y the environmental review process. T�e �pecial conditions,
pxocedures, and requirements znay differ and are subject to appxoval by City and HUD.
Environmenta� Mitigations are as follows:
City wiIl Pravide DeveIoper the executed enviran�nental review record and certi�cataons. Developer a�rees
to abide by the specia� conditions, procedures, and requiremen�s af the executed envaronmental re�ievv
certification approved by HUD.
Law, Authorit , or Factor Miti ation Measure
Endangered Species Act The property cantains many mature trees and otk�er vegetation where migratory
birds may nest; thexefore, project activities which include vegetation removal
should occur outside o� the peak nesting period of March through 1lugtxst to
avoid destruction of individuals ar eggs. However, if land clearing activitfes must
be conducted during this time, a su�vey for acfive nesis should be conducted by a
ualified biolo ist no more than 7� 10 da s rior to comrnencin work.
Flood Insurance Fox loans, loan insurance or guaxan�ees, the amount of flood insurance coverage
must ai least equal the outstanding principal balance of the loan or the maxi�aum
limii of covexage made available under ihe Natzanal Fiood Insurance Program,
whichever is less. For grants and other non-loan forx�s af financial assistance,
flood insurance coverage must be continued for the life o� ihe building
zrrespective of the -transfer of awnership. The amount of coverage musf at least
equal the total project cost or the x�aaximum coverage limii of the National Flood
Ynsuran.ce �ro ram, whichever is less.
FloodpIain Management Steps have be�n taken to minimize xislcs to human life and property via
construcizon methods, flaod insurance, and areawide emergency alert systems.
As required per Czty of Fort Worth floodplain requixements, the f nished floor
elevation of the building will be constructed two feet above ihe 100-year Base
Fload Elevation {B�'E). Flood insurance wi11 be maintained for the property
th�roughaut fhe construction process. Upon cdmpletion of the project, the praperty
ownex wilI apply for a Letter of Map Revision (LOMR) from FEMA which will
effectively rezxiove the building from the floodplain. Once an ap�proved LOMR
has been issued, �he requirement to maintain flood insurance wi11 be removed.
Ingr�ss and egress to the property will be provided by two ez�trance clriveways
from Kings Highway, whereas upon complef'ron of drainage irziprovements, th�
northern entrance and roadway will no� be impacfed by the 100�-year floodpIain.
D�aring flooding events, access to and from the property is available through this
driveway and to �he north along Kings Highway. Appro�imately 3,000 cubic
yards of fiIl will be xequired to raise the property to the xequired �levation.
Excavatin the detention. ond onsite will enerate some of �he fill, which can be
HOME DEVELOPER RENTAL CONTRACT -- EXHIBITS REV. 02/11/2021
Palladium Fain Street, Ltd. — Palladium �ain Street Apartments Page 3
Noise Abatemen� and
Cont�al
used to affset the need for additional material to be purc�ased and �ransported to
the property. The tatal cost for raising fhe ground elevation, to include strucfural
fill and transportation ez�penses, has nat yet been detertnined.
A Barrier Perfor�x�ance Madule analysis revealed the playground area ta have an
acceptable noise ievel due io the fizture residential huilding providing su�ficient
noise attenuation from traffic alon.g State Highway 151 (Freeway}. To confirm
the planned residential buiiding will have an acceptable noise level, the �rojeci
architect prepared a STraCAT analysis on the proposed exterior wall materials.
The analysis dexnonstrated that th� combined noise attenuation pxovicl.ed by th�
exterior wall will be appxo�in�ately 32.07 dB, exceeding the minimu�n
attenuation of 25.9 needed. As proposed, the building plans meet ihe noise
HOM� D�VELOPER R�NTAL CONTRACT — EXHYBITS REV. 02/11/2021
Palladium Fain Street, Ltd. — Palladium Fain Street Apartments Page 4
EXHIBIT `B"
BUDGET
PALLADIUM FAIN STREET APARTMENTS
S4URC�S AND USES
Priority of Construction Loan Pert�nanent Loan
Source # Fu�ading Description Lien Sta e Amount Sta e Amount rinancing Participants
1 Constz'uction Loan
2 H[]D 221 d 4 Loan lst 6,259,000.00 G,259,000.00 Re ions Bank
Housing Tax Credzt
3 S ndication Proceeds 3,174,774.00 12,529,122 RAH Investor 273 LLC
4 HOME Loan 2nd 800,OD0.00 800,000.00 Cit of Fort Warth
S Brid e Loan $,270,000.00 0 Re ions Bank
6 Tax Exem t Bonds
Oiher Federal Loan or
7 Grant
8 Other 5tate Loan or Grant
Commitment of
9 Develo ment Fundin 2,500.00 2,500.00 Cit of k�ort Warth
10 Private Loan
Paliadivm �'ain Street GF,
11 Cash GP E ui 11a.00 110.00 LLC
Palladium Affordable
Housz�g Develapment Fain
Stre�t, LLC and Casa
In-Kind Equity/Deferred Linda Development
12 Develo er Fee 1,084,435.00 87.00 Co oration
13 O eratin Reserves
TOTAL
SDURCES
O�'
FUNDS 19,590,819,.00 f _ _ _
TOTAL
USES OF
PUNDS I4,590,819.60
HO�E Funds Bud�et
Canstruction Hard Costs $750,000�
Ha1db�.ckX* $�0,000*
TOTAL $500,000
*Developer will only be reimbursed for eligi.b�e expenses. The amounis are estifnates and are subject to change.
*� City will hold back $50,000.00 of the HOME Funds until City verifies that the all HOME Units are lea,sed to
HOME Eligible Households as well as the other requirements in. Exhxbit "C" � Construction and
Re�mbursernent Schedule.
HOME DEVELOPER RENTAL CONTRACT — EXHIBYTS REV. 02/I I/202I
Palladium Fain Street, LEd. -- Palladiam Rain Street Apartments Page 5
EXHISIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
PALLADIUM FAIN STREET APARTMENTS
Activi HOME Funds
PHASE 7 ACTNITIES: Construction Hard Costs $300,000.00*
PHASE I Prior to Reimbursement in Phase I, Developer mu�st
COMPLETE by: submit the contractor/subcon�ractor/vendor searches
October 31 2021 under the FederaI Sys�e� for Award Management
(www.sam.gov}.
F�rst Pa ment*X a rox. ��% com lete ''""'`
PHA�E II ACTNIITES: Construction Hard Costs $340,40�.00�
Prior io Reimbursement in Phase II, Developer must
PHASE II submit the contractor/subcontractor/vendor searches
COMPLETE by: ���er �he Federal S�stem far Award Management
February �8, 2022 (wrvrv.sam.gov).
Second Pa ment** a rox. 50% com lete *X*
PHASE III ACTIVIITES: Construciion Hard Costs $150,000.00*
Prior to Reimbur,s�ment in Phase YII, Developer must
PHASE III submit the contractor/subcontractor/vendor searches
COMPLETED by: '��der the Federal System for Award Managemen�
Mav 31, 2422 {v�'r�'v�'.sam.gav).
Third Pa aaaenf'�* a rox. 75% cona lete ***
PHASE N ACTIVITIES: Lease-up of ALL HOME Units $50,000.00*
PHASE �V Pz-ior to Reimburseznent in Pb�ase IV, �he following items
COMPLETED by: mus� be submitted:
November 30, �4�2 1. Exhibit "G" - Project Com�liance Report: Rental
Housing. Sectian y.4
2. Rent Schedule for HOME Units. �ee Section 7.5
3. Tenant Selection Policy. See Sect�on 7.b
4. Af�rmative M�rketing Plan. See Secfian 7.7
Final PayrnentXX {Lease-Up of ALL HOME Units)X*x
TOTAL $800,000.00
*Developez-wilI on�y be rexmbursed �or elig�ble expenses. T�e amounts are est�mates and are subject ta
chang�.
xxDeveloper tnust submit Complete Documentation wi�h Reimburseinent Request to City within 60 day�
frorn each of the abovementioned deadlines in order io be reimbursed. Failure ta timely submit
Reimbursement Requests and Complete Documentation along wi�h any required reports shall �e an
evenf o� de�ault.
***If milestone is reached before the Phase co�z�plefion date, reiaxabursenne�xt will be made when the
milestone percentage is reached and the City is provided all required documeniation.
HOME DEVELOPER RENTAL CONTRACT —�XHIBITS R�V. 02/11/2021
Palladium Fain Sfreet, Ltd. — Palladium Fain Street Apartments Page 6
EXHXSXT "D"
AUDIT REQUIREMENTS
PALLAD�UM FAIN STREET APARTMENTS
NOT APPLICABLE
HOME D�VELOPER RENTAL CONTRACT — EXHIBITS
Palladium T'ain Street, Ltd. --- Palladium Fain Street Aparfinenis
REV. 02111/2�21
Page 7
EXHYPIT "E"
LOAN DOCUMENTS
PALLAD�UM FAIN STREET APARTMENTS
H�ME DEV�LOPER RENTAL CONTRACT -- EXHIBITS REV. UZ/11/2021
Palladinm Fain Streef, Lfd. — Palladiu�n Fain Street Apartments Page 8
NOTICE OF C4NFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STR.IK� ANY OR ALL �F THE FOLLOWTNG INFORMATION FROM ANY
TNSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FrLED FOR
RECOR.D �N THE PUBLTC RECORDS: YOUR SOCYAL SECURITY NUMBER OR YOUR DRYVER'S
LICENSE NUMBER.
Deed of Trust Security Agreement - Financing State�ent
HOME Funds
Terms
Date: February 18, 2021
Grantor: Palladium F'ain Street, Lid., a Te�as limited partnership
Gran�or's Mailing Address:
PaZladium Fain Street, Ltd.,
� 3455 Noel Road, �uite 400
Dallas, Texas 75240
With a copy to:
Shackelford, Bowen, McKinley & Norton, LLP
9201 N. Central E�pressway, 4�' Floor
DalIas, Texas 75231
Attention: John C. Shackelford
Trustee: Jo Ann pate or Denis McElroy
Trustee's Mailing Address:
The City Attorney's Office
The Crty af ForY Warth
200 Texas Si.
Fort Worth, TX 76102
Tarrant County
Lender: City of For� Worth, a Texas xxaunicipal corporaiion
Lender's Maiiing Address:
City of Fort Worth
Neighborhood Services Department
Attn: Assistanf Director
200 Texas Street
Fort Worth, Texas 76102
Tarrant County
HOME D�VELOP�R RENTAL CONTRACT — EXHIBITS REV. 02/11/2021
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Loan Au�hority:
The loan evidenced by the Note (the "Loan") and secured by this Deed o� Trust Security Agreement --
Financing Statexxaent (the "Deed of Tru�t"} is being made pursuant to the HON1E Investment Partn�rships
Program authoriz�d under Tit�e II o�the Cranston-Gonzales National Affordable Housing Act o� 199a, as
atr�ended, 42 USC 12701 et seq. (the "H4ME Pragram"} and fhe HOME Investment Partnexsk�ip
Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME ReguIations") with HOME funds
fox the deve�opment of Palladium I'ain Street, a mixed income �nu�tifazn iIy complex located in Fort Worth,
Texas (the "project"), all as more particularly described in a HOME Conirac1, City Secretary Contract
No. 54954 between Grantor and Lender for the Loan (fhe "HOME Contract").
Obligations
Note
Date:
Principal Amount:
Borrower:
Lender:
Mai�rity Date:
Terrz�.s o�Payment
February 18, 2021
�soo,000.ao
Palladi�xn Fazn Street, Ltd.
City of Fort Worth
January 1, 2064, subject ta sectzon 5.7.I .10 of the HOME Contract.
As provided in the Note
In addition, Obligaiions sha11 include co�nnpliance by Grantor with the requirements of the HOME Program
for the 20-year Affordability Period more particularly described in S�ction F. below.
Property (inctuding any improvements):
As set £orth in E�ibit "A" attached hereto anc�:
Togethex with the following personal property to the extent owned by Grantor:
a. All fzxtuxes, supplies, building materials, and other goods of every nature now or her�after lacated,
used, or intended to be located or used on the Property;
b. Al� plans and specifica�ions �ar development of or consiruction of improvements on i�he Pxoperty;
c. All cantracts and subcontracts relating to the constructian of improvements on the Property;
d. All accounts, contract rights, ins�•uments, docuxz�ents, genera.l intangible�, and cha�tel paper arising
firom or by virtu� of any transactions relaiing to the Pxopez-ty, except that the foregoing shall not
app�y to the operating reserve established under the Amended azad Restaied Agree��nt of Limited
Partnership of Bozxower, dated February 18, 2021 {the "Pariners�ip Agreenreent");
e. All �ermits, licenses, franchzses, certificates, and other rights and pri�ileges obtained in cox�nection
with the Property;
f Ail proceeds payable or to be payable under eackz policy of insurance relating to the Property; and
g. All products and proceeds of the foregoing.
Noi�vithstanding any other proviszon in this Deed ofTrust, ihe term "Property" does noi inciude personal
e�fects used primarily for personal, �arz�ily, or household purposes.
In addition to creating a deed-of trust lien on Property descxibed above, Grantor also grants to Lender a
security interest z� all of the above-described personal property pursuant to and ia the extent perrnitted by
the Texas Uniform Comaxaexczal Code.
Prior Liens:
The lien cxeated by this Deed of Trusi is and shall be subjeci and subardinate in all respects tio the liens, terms,
covenant� and conditians of (i} the Multifarnily Deed of Trusi, Assigz�aent of Leases and R�nts and Security
Agreement {Texas) secu�ring that certain Note (Muitistate) dated February 18, 202 � in the original principal
amount of $6,��9,000.00 made by Grantor and payable to Regions Bank, N.A. ("Sex�iar Lender"),
evidencing the inc�ebtedness arising froxxi. the laan by Senior Lender to Grantor ( the "Senior Tndebted�ess"},
to the extent and in the manner provided in that certai� Subordination Agreement among Seniar Lender,
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Lender, and Grantor {the "Subordination Agreement"}. This Deed of Trust is and shall be subject and
subordinate in all respects to �lie liez7s, terms, covenants and conditions of the loan dacuments evidencing the
Sezuor Indebtedness ("Seniar Loan Docnnae�fs") as more fi.xlly set forth in the Suboxdina�ion Agreement.
The rights and xemedies o� Lender and each subsequez�i assignee of �e lien under ihis Deed of Trust are
subject io the restz-�ctions and �imitations set forth in the Subordinatian Agreement and to wai�er, �otzce,
grace and cure period, if any, provided in the Senior Loan Docuzz�.ents. If default occurs in payment of
any part of principal or interest of the Senior Ind�btedness or in observance o� any covenan�s contained in
the Senzor Loan Docu�nents , the entire debt secured by this Deed of Trust will irz�mecliately become
payabl� at the optian of Lender to the extent permii�ec� by the �ubordination Agreement.
Other Exeeptions to Conveyance and Warranty:
The Permitted Exceptions set forth on Exhilbit "I3" attached hereto and zncorporated herein for a11
purposes.
For value received and to secure perforrnance of the Obligatio�ns, Grantor conveys the Property to Trustee
in trust. Grantor warrants and agrees to defend the title io ihe Property, subject to the Other Exceptions to
Conveyance and Warraniy. On perfoxmance of th� Obligations, including payznent of the Loan and all o�her
amounts sec�ed by this Deed of Trust and per�oxmance ofthe requirements ofihe HOME Pragram, this Deed of
Trust wili have no fiirther effec�, and Lender will xelease it at Grantor's expense.
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
1. defend title to ihe Property subject to the Other Exceptions to Conveyance and Warranty az�d
preserve the lien's priority as it is established in this Deed of Trust;
2. obey a111aws, ordinances, and restric�ive covenants applicable ta the Property;
3. if the lien of tk�is Deed of Trust is not a first lien, pay or cause to be paid a�l prior lien notes puxsuant
to their respective terms and abide by ar cause to be abided by a11 priox lien instrume�ts; and
4. natify Lender of any change of address.
Grantor agrees not to-
do or intentionally or knowingly permit anything to be done tk�at will impair the security of thi�
Deed of Trust.
B. Lender's R�ig�ts
1. Lender or Lender's �art�age servicer may appoint in wz•iting 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 o�the holders of any debt so paid, subjeci to the Subordination Agreement.
3. Notwithstanding the terms of the Nate to the contrary, and unless applicable law �rohibits, all
payments recezved by Lender from Grantor wzth respect to the Obligations or this Deed of Trust ma�, at Lender's
reasonable discxetion, be ap�lied fir�t to anr�ounts payable under this Deed of Trust and then to amounts due and
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Palladium k'ain Street, Ltd. — Pa[ladium �'ain Streei Apartments Page II
payable to Lender with respect to the Obligations, to be applied to laie charges, principal, or interest in tl�e order
Lender in its discretion detezmines.
4. If Grantor fails to per�orm any of Grantor's obligatzons under this Deed of Trust, subject to prior
vvritten notice and cure period, Lender xnay perform those obligations and be r�imbursed by Grantor on demand
for any amounts so paid, including reasonable and actually incurred attorney's �ees, plus interest on those amounts
fxom the dates of payment at the rate stated in the Note �ox matured, unpa� d amounts. The amount to be reimbursed
will be secured by this Deed o�Trust.
5. If there is a default an the Obligati�ns ar if Grantor fails ta perform any of Crrantor's obligations
under this Deed of Trust and the default continues after any rec�uired notice of the defaLtlt and the time allawed to
cure, Lender may-
a. declare any unpaid principal balance and earned interest on the Obligations immediately
due;
b. direct Trustee io forecIose �his lien, in which case Lender or Lender's agent will cause
notzce of the foreclosure sale to be given as �rovided by tk�e Texas Pro�erty Code as ihen
in effect; and
c. purchase the Prop�rty at any foreclosu�re sale by offering ihe highest bid and then have the
bid credited on �he �bligations.
Notvvithstanding anytl7irig to the contrary, if a nnonetary event of defau�t occurs under the tenns of any of the
Loan. documcnts, prior to exexcising any remedies Lender shail give Grantor and each af Grantor's Partners, as
identified in the Partnership A�eeznent, simultaneous written z�otice of such default. G�rantor, and its Partners on
behalf af Graz�tor, shall have a period o� 15 days after such notice is given within which to cu�re the default prior io
ex�rcise of remedies by Lender under the Loan documents. Notwitk�sianding anything to ihe cantrary, if a
non-monetary event o�default occurs under the te�ns af any o�the Loan docuznents, prior to exercising axxy xemedies,
Lender shall give Grantox and Grantor's Partners, as identified in the Partnership Agreement, simultaneous w�ritten
noiice o� such de�ault. Yf the default is reasonabiy capable of being cured �within 30 days, Grantar a�d each of Part�iers
on behalf o£ Grantor shall have such period ta effect a cure prior io ex�rcise of remedies by Lender under the Loan
documenis. If the default is such tl�at it zs not reasonably capable o£ being cured wit�n 30 days, and if Crrantor or
Grantor's Partners {a} initiafes carreciive action within said period, and (b) diligently, continually, and in good faith
works ta e�fect a cure as saon as possible, then Grantar or Grantor's Partners on b�hal� of Grantor shall have such
additzonal time as is reasonably necessary to c�re ihe default prior fo exercise of any remedies hy Lender. In no event
sha11 Lender be precluded frozxa exercising remedi�s if its security becomes or is abaut to become materially
jeopardized by any �ailure to cure a defaulf or the default is not cured withi� 180 days a�ter the first notice of default
is given. If the default is not cured after �otice within the time perxads stated above, Gramtox and each surety,
endarser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate
matur�ty, notice of acceleration of maturity, protes�, and notice of protest, to the ext�nt permitted by law.
6. Lender rnay remedy any d�fault without wai�zng it and may waive any default without waiving
any prior or subsequent default.
7. If Grantax fails to perform any o� its obligations, covenants, or agreements under t�e IIOME
Contract or this Deed of Tzust, Lender may do any act zt deems reasonably necessary to cure such failure. During
an event of default, Lender may enter the Premises with or withaut notice and do anything that Lender rea�onably
deems necessaxy or prudeilt to do.
8. If Lender elects to malce any payzx�en�s or do any act or ihing required to be paid or done by Grantor
under the Loan documents, any sums advanc�d by Lender are a part of the Obligations.
C. Trustee's Rights and Duties
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�� directed by Lender to foreclose this lien, Trustee wi11-
1. eith.er pez•sanally or by agent give notic� of the �oxeclosure sale as required by the Texas Praperty
Code as then in effect;
2. sell and convey alI or part o� the Praperty "AS IS" to the highest bidder for cash with a general
warranty bznding Grantor, subject to the Prior Lien and to ihe Other E�ceptions to Conveyance and Warranty and
c�thout representatio� or warrarity, express or implied, by Tr�siee;
3. from the proceeds of the sale, pay, in fhis order-
a. �xpenses of foreclosure;
b. to Lender, the full amount of przncipal, interest, reasonable attorney's �ees, and other
chaxges due and unpaid;
c. any amounts xequired by la�ov to be �aid before payzx�ent io Granfor; anc�
d. to Grantor, any baIance; and
4. be indemnified, held harrnless, and defended by Lender against all costs, expenses, and liabiiities
incurred by Trustee foz acting in thc e�ecution or enforcement of the irust created by this Deed of Trust, which
includes all court and other costs, inciuding reasonable attorney's fees, iz�curred by Trusiee in defense of an.y
action or procecding taken against Trustee zn ihat capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Tzust, Grantor must immediately surrender
possession to the purchaser. If Gxantox fails to do so, Grantor will become a tenant at sufferance of the purchaser,
subject to an actio� for forcible detainer.
2. Reciials in any trusiee's deed canveyin.g the Property will be presumed to be true, ab�ent evidence
to the contrary.
3. Proceeding under this Deed of Trust, fling suit for foreclosure, or pursuing any other remedy will
not constztuie ar� election of remec�ie,s.
4. This Iien will remain superior to liens later created even if the time of payment of all or part of th�
Obligations is exiended or part of the Property is released.
S. If any portion of the Obligatians cannot be lawFully secured by thxs Deed of Trust, payments will
lae applied fzrsi to discharge that portion.
6. Subject to the rights o� senior lien holders, Grantor assigns to Lender all amounts payable to or
received by Grantor frorrF condemnation af all or part of the 1'roperty, fram private sale in lieu of condemnation,
and frozx� damages caused by public works or const�uction on or near the Pxoperty. After d�ducting any expenses
incurred, inc�uding reasonable attorney's fees and court and other costs, Lender will ezther releas� any rernaining
amounts to Gra�tar or apply such amounts to xeduce the Obligations and any excess pxoceeds shall be paid to
Grantor. Lender wil� �ot be liable for failure io collect ox to exercise diligence in collecting any such amaunts.
Grantor will immediately gzve Lender notice of any actual or kz�.own threat�ned proceedings for condernnation o�
all or part of the Property.
Notwithstanding the abave, in the event o� any fire or other casualty to the Pxopezty ar eminenf domain
proceedings resulting in condemnation of the Property or any part thereof, Granior sha11 have the xight to reb�aild the
Property, and to use a�l available insurance or condezxxz�ation proceeds therefor, provided that {a) such proceeds are
sufficient to keep the Obligaiions in balance and rebuild the Property in a manner that provides adequate secuxity to
HOM� DEVELOPER RENTAL CONTRACT — EXHIBITS REV. 02/11/2021
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Lender for xepayment or performance of the Obligatior� or if suck� proceeds are insufficient ihen Grantor shall have
fianded any de�iciency, {b) Lender shall have the right to a�prove plans and specifications for a�y major rebuilding
and the right to appxave disbur�ements of insurance ar condemnation pxoceeds for rebuilding undex a construction
escrovv or similar arxangeme�t, and (c} no matexial default then exists un.der ihe Loan doc�nents ather than
attributable to the casualty or condemnation. If the casualty or condemnation affects only part of ihe Propezty and
total rebuilding is infeasible, then pxaceeds may be used for pa�rtial rebuilding and partial repayment of the Obligations
in a mannex that provides adequate secu�rzty to Lender for repayment o�the r�maining balance of �he Obligations, and
any excess proceeds shall be paid ta Grantor.
7. Subject to the rzghts of senior lien holders, Grantor assigns to Lender all present and future reni
and ot�er income and receipts frozn ihe Property pursuant to Chapter b4 of the Texas Property Code, as may be
amended frox�a time to time. If Grantor defaults in payment or perfo�nance of the Obligations or perforYna�ce of
this Deed of Trust, Lender may, upon no�ice, cause a11 rent and othex iz�come and receipts that have accrued but
rema'rn unpaid on the daie of nofice and that acc�rue on or after the date of notice to be paid to Lender. Payments
ta Lender under this paragxaph shall begin within thiriy days of the date of notice. Lender neither has nor assumes
any obligations as lessor or landlord with respect to any occupant of fhe Property. Lender may e�ercise Lender's
rights and xexnedies under this paxagraph without taking possession of fhe Property. Lender will apply all rent
and other incom.e an�. r�ceipts collected and refained by Lender undex this paragraph first to e�penses incurred in
exercising Lender's rxghts and remedies hexeunder and t1�en to Grantor's obligations with xespect ta the
Obligatians and this Deed of Trust in the order dete�rznined by Lender. Lender is not required to act under this
paragraph, and acting under this paragraph does not waive any of Lender's other righfis ar remedies.
8. Interest on the debt secuxed by this Deed of Trust wil� nat exceed the maximua�n amount of non-
usurious interest that may be contracteci for, iaken, r�served, charged, ox receivec� under law. A�y interest in
e�cess of that maximuin amaunt vwill be credited on the principal of the debt ox, if that has been paid, refi�nded.
On any acceleration or requzred or permitted prepayzxaent, any excess interest wii� be canceled automatically as
of the acceleration or prepayment ar, if already paid, credited on the principal of �he debt or, 'rf the principal of
the debt has been paid, refunded. This provision override,s any conflicting provisions in this and all other
instruments concerning the de�t.
9. In no event may this Deed of Trust secure paymeni of a�y debt that may not lawfully be secured
by a lien an real estate or cxeate a lien otherwise prohzbrted by lavcr.
10. When the context requires, singular nouns and pronauns inci�de ihe plural.
11. The tex� Nvte includes all e�tensions, modifications, and renewals of the Note a�d all amoiznts
secured by this Deed of Txust.
12. Grantor agrees to (a} keep at Grantor's add�ress, ar such other place as Lender may approve,
accaunts and recoxd.s reflecting the operatzon of the Property and copies of all �vritten conixacts, leases, and other
instruments that affect the Property; (b} pxepare financial accounting xecords in compliance wzth generally
accepted accouniing princzples consistently applied; and (c), at Lender's request on reasonable notice from time
to tirne, pe�nit Lender to exazx�.z�e and make copies of suck� baoks, records, contracts, leases, and other instruments
ai any rea,sonable time.
13. Crrantor agrees io deliver to Lender, af Lender's rec�uesi from ti�ne �o time, internally prepared
fnancial stafements of Grantor and any guarantar of the Note prepared i� accordance with genera�ly accepted
accounting principles consistently applied, in deiail reasor�ably satisfactory io Lender and certified ta be
tnaterially true and correct by the chief fi�ancial officer of Grantor or its certified pubI�c accountant, as applicable.
14. If Lender orders an appxaisai of the Property while a default exists or ta comply with legal
requirements affecting Lender, Grantor, at Lender's request, agrees to reimb�.�rse Lender for the reasonable cost
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Palladium Fain Street, Ltd. — Palladium Fain $treet Apartments Page 14
of any such appraisal. rf Grantor fails to rei�nburse Lender for any such appraisal within �0 days of Lender's
r�ritten request, thaf failure is a default under t�is Deed of Tzusi.
15. Grantor agrees, after 48 hours' notice, to allow Lender or Lender's agents to enter the Property at
reasanable times and inspect it and any persoi�al prope�-ty in �ovhich Lender is granted a security interest by this
Deed o� Trust.
16. Crrantor may not sell, txansfer, or otherwise dispose of any Property, whether voluntarily or by
operation of law, except for �ransfer to the landlord, condemnation, or to obtain utility easezxaents, without the
priox written consent o� Lender. If granted, consent may be conditioned upon (a) tl�e grantee's integrity,
reputation, character, creditworthin�ss, and management ability being satisfactory to Lender; and (b) the gxantee's
executing, before such sale, trans�ex, or other disposition, a wz•itien assuunption agree�nnent containing any texxns
Lender rr�ay reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest
payable with respect io the Obligations, a transfer fee, or any other modification o�the Note, t�is Deed of Trust ,
or any other instriunents evidencing or securing the Obligations.
Grantor may not cause or knawingly permit any Property to be encumbered by any liens, securiiy intexests,
or encumbrances other than the liens securing fhe Obligations, the liens securing ad valorem ta�es not yet due
and payable, and the Permitted Exceptions without the prior written consent of Lender. If granted, consent may
be conditioned upon Crra�tor's e�ecuting, befoxe granting s�zch lien, a writte� modification agreezxzez�i containing
any ter�s Lender may requ�ire, such as a principal pay down on the Obligations, an increase fn the rate o� interest
payable with respect to the Obligatzons, an approval fee, or azry other modification of the Note, fihis Deed of Tzust,
ar any other insi�ruments e�videncing ar securing the Obligations. Lender hereby specifically approves (i} the
execution of the proposed Declaratian of Land Use Restrictive Covenanis ("LURA"} which will be executed by
Grantor on the form required by the Texas Department of Housing and Commu�ity Affairs ("TDHCA"}, (ii} the
HOME Deed Restrictions, as mare particulariy described in the HOME Con.tract, (iii) the Regulatoxy Agreement
for Multi�amily Projects (the Regulatary A�reement"}, and (iv) any easements �o benefit the Property. Appraval
of the LURA shall be reflected by Lender's execution of ihe �orm o� Consent and S�bordination of Lienholder
which is required by th� TDHCA.
Grantor may nat grant any lien, security interest, or other encunabrance (a "Subordinate Instrument")
coverin.g ihe Property that is subordinate to the liens created by this Deed of T�ast wifhout the prior wiriiten consent
of Lendex, not to be unreasonably withheld, conditioned, or delayed. rf granied, consent for a Subordinate
Instrur�ent may be conditioned upon the Subordinate 7nstruznent's containing express covenants to the effect that-
a. the Subordinate Instru�nent is unconditionally subordinate to this Deed of Trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument, no action rnay be
taken thal would terminate az�y accupancy or tenancy without the prior written consent of Lendex, and that
consent, if granted, may be conditioned in any manner Lendex determines;
c, rents, if collecfed by or for the holder of the Subordinate Znstrument, will be applied first to the payment
of the Obligations then due and to expenses incurred in the ownership, operation, and maintenance of th� Property
in any order Lender may determine, laefore beiz�g applied to any indebtedness secured by the �ubordinate
Instrument;
d. written notice of default under th� Subordinate Instrument and written notice of the commencex�aent of
any action to foreclose or otherwise enfarce the Subordinate Instr�inent must be given to Lender concurrently
with or immediately after the occurrence o� any such default or commencement; and
e. in thE event of the ba�kruptcy of Crrantor, a11 amounts due on or with respect to the Obligations and this
Deed of Txust will be payable in fu11 before an.y payments on the indebtedness secured by the Suhordinate
Insirument.
Lender acknowledges and agrees tha�, in the event of a foreclosu�re of its interest under �his Deed of
Trust, the following rule contained in Section ��{h}(6)(E){ii) of the Internal Revenue Code (the "Cade"}
shaII apply:
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Palladii�m �'ain Street, Ltd. — Palladi�m Fain Street Apartments Page 15
For a period of 3 years from the date o� �oreclosure, with respect to any unit that had been regulated
by the LURA, (i) none of the eligible fenants occupying those uni�s at fhe time of foreclosure may
be evicted or fheir �enancy terrninated (other than for good cause), and (ii) no rent for said units
may bc increased excent as otherwise perrnitted under Section 42 of #he Code.
Crrantor may not cause or permit aa�y o�the following events to occur withoui the prioz wrztien cansent af
Lender (not to be unreasonably withheld, conditioned, ox delayed): if Grantar is (a) a corporation, the dissoluizon
of the corpora�ion or the sale, pledge, encurnlarance, or assignment of a�y shares ofits stack; (b) a limited liability
company, the dissol�iion a� the company or the sale, pledge, encumbzance, ar assignment of any of its
membership interesis; {c) a general partnership or joint venture, the dissolution of the paxtnership or venture or
the sale, pl�dge, encumbrance, or assig�ent o�any af its partnership or joint venture interests, ox ihe withdrawal
fro�xa or admission into it of any general partner or joint vez�turer; or (d) a limited partnership, {1} the dissolutzon
of ihe partnexship, (2} the sale, pledge, encumbrance, or as,sigz�ent of any of its general partnership interests, or
the withdrawai fronr� ox admission into it of any generaI partner, or {3} except �or a limited partnership interest in
a low income housing project, the withdrawal frorn or admission into it of az�.y can�rolling limited partner or
partners. I� granted, consent may be conditzoned upon {a) the integrity, reputation, charactex, creditworthiness,
and rnanagement ability of the person succeeding 10 tk�e ownership interest in Grantor (or security interest in such
ownershzp} bezng reasonably satisiactory io Lender; and (b} �he execution, before such event, by the person
succeeding to the znterest of Grantor in the Property or ownership ii�texest in Grantor {or security interest in such
ownership) of a written modificatian ar assutnptian agreement containing such ter�nns as Lender may reasonably
xequire, such as a principal pay down on the Obligations, an increase in the raie of interest payable vv�th respect
to the Obligations, a transfer fee, or any athex �aodification of the Note, this Deed of Trust, or any other
instruments evidencing ar securing the Obligations.
Permitted Trans�exs. Notwithstanding anything to the contrary herezn ar in any other Loan document, the
fallowing sha11 not constitute a defauli under any of the Loan documenis�
a. the vviihdrawal, removal, replacexz�.ent, and/or addition of a General Partner of the Grantor in
accordance with the Partnership Agreerz�ent, ox the withdravval, replacement, and/or addition o�
Grantor's General Partner pravided that prior noiice of any additianal or substitute Grantor's General
Partnex is delive�-ed to Lender and any additional or substitute General Partner is reasonably
acceptable to Lender and is selected �ovith reasonable promptness. Any additional ar substi�te
General Partner that is az�. a��liate af Grantor's Investor Limited Partner is hexeby deemed acceptable
to Lender;
b. the sal�, transfer, conveyance or pledge of partnership inter�sts in the Grantor;
c. the sal e, transfer, conveyance or pledge of any membership or ownership interest in Grantor's General
�artner;
d. the dilu�ion of General Partner's interest in cash flow and/or capital transactiox� proceeds in Granfor
in accordance with the terms o�t�e Partnership Agreement; and
e. any am�ndment to the Partnership Agreexnent which does not affect the financial terms of the
Partz�ership Agreement, and does no� oiherwise adversely affect L�nder's security interest in ihe
Property.
Furthex, none of the actions described in. this paragraph will constitute a material change in owxaexship which would
trigger terzxxination of the HOME Coniract.
17. Except as otherwise related to the �roject as defined iz� the HOME Contract, Grantor agrees not to
grant any lien or security intexest i� the Property or to permit any junior encu�xa�rance to be recorded or any claim
to otk�erwise become an encumbrance against the Propeity other than the proposed LURA, the H4ME Deed
R�strictions, the Regulatory Agreemeni and any ather lien or security �nterest approved in advance by Lender. If
an inval�nfiary encumbrance is filed against the Pxaperty, Crrantor agrees, within 30 days of actual noiice, to either
HOM� D�VELOPER RENTAL CONTRACT — EXH�BITS R�V. 0�/11/20�1
Palladium Fain Street, Ltd. — Palladiam Fain Street Apartments Page 16
remave ihe involuntary encurx�bxance or insure against it or provide a bond acceptable to Lender against the
involuniary encumbrance.
18. This Deec� of Trust binds, benefits, and may lae enforced by the successors in interest of all parties.
19. If Gran�or and Borrawer are not ihe same person, the term Grr�nto�r i�cludes Borrower.
20. Grantor and each surety, endorser, and guarantor of ihe �bligations waive all demand for payment,
presentation for payrz�ent, notice of in�ention to accelerate maturity, n.otice af acceleraiion of nr�aturity, protest,
and notice of protest, io the extent permitted by law.
21. Granfor agrees to pay reasanable attorney's �ees, trustee's fees, and court and other actually
incurred costs o� enforcing Lender's rigk�ts under this Deed of Trust if this Deed of Trust is placed in the hands
of an attarney for enforcement.
22. If any provisiox� of this Deed of Trust is determined to be invalid or unenforceable, the validity or
enforceabiliiy of any other provision will not be affected.
23. RESERVED.
24. RESERVED.
25. The term Le�der includes any mo�tgage servicex �or Lender.
2b. The debi and the performance secured by this Deed o� TrUst is a nonrecourse obligation of
Boxrower. Neither Borrower nor a�y of its Paxtners nor any other party s�all have any personal lzability for
repayxz�ent of the Loan described in th� HOME Coniract. The sole recourse of Lender under the Loan documents
for repaym.ent of the Loan or perfarmance o� any of the Obligations shall be the exexczse of its right against the
security for payxnent as defined in the Note.
E. Construction Loan Mortgage
1. This Deed of Tz-ust is a"construetion mortgage" within the zx�eaning of Section 9.33�} af the
Texas Business and Cornmerce Code. The liens and securiiy interests created and granted by this Deed of Tzust
secure an obligation incurred for the construction of improvements an Iand, including the acquisition costs of ihe
Praperty.
2. Grantor agrees to comply wiih the terz�s, covenants and condi�ions of the HOME Conixact which
requires the Note and this Deed o� Tr�st. All advances zx�ade by Lender under ihe HOME Contract will be
indebtedness of Grantor secured by the liens created by this Deed af Trust, and such advances are canditioned as
provided in the Coniract.
3. AlI amounts disbursed by Lender be�ore completion of the izx�provements #o protect the security
of this Deed af Trust up io the pxincipal arnount of tl�e Note will be treated as disbursements under the H4ME
Contract. AIl suc� amounts will bear infer�st f�rom the date of disbursement at the xate stated in the Note, unless
collecfions from Gxantor of interesi ai that rate would be conirary ta applicable Iaw, in whzch event such amounts
wil� bear interesi at ihe rafe stated in the Note for matured, unpaid a�nnounts and will be payab�e on notice from
Lender ta Grantor requesti�g payrnent.
4. From tiine to time as Lender deems reasonably necessary to protect Lender's interests, Grantor
will, on request o�Lender, execuie and deliver to Lender, in such form as Lender reasonably requests but subject
to the righis of any seniar lien holders, assignments of any and all rights or claims that relaie to the construction.
o� improvements on the Property.
HOME DEVELOPER RENTAL CONTRACT — EXHIBITS REV. 02/ll/2021
Palladium Fain Street, Ltd. — Palladiu� �ain Street Apartments Page ]7
5. In case of breach by Grantor of the terms, covenants and conditions af the HOME Contract,
Lender, at its option, subject to applicable no�ice, grace and cure periods, with or without eniry on the Properry,
may (a) invoke any of the rights ar remedies provided i� t�e HOME Cantract, (b) accelerate ihe anno�nts secured
by this Deed of Trusi and invoke the remedies provided in thzs Deed af Trust, ar (c) do both.
E THIS CONVEYANCE �S MADE AND ACCEPTED 5UBJECT T4 THE FOLLOWING
CONDITIONS AND RESTRYCTIONS:
The No#e secured by this Deed of Trust is the Note requ�red in the HOME Contract, and h�.s been
executed and delivered in accardance wi�h the Contract. The fund� advanced by Lender are HOME funds
and the HOME Con�ract requires that the b residential rental units described below and locatied on the
Property mu�t q�ualify and remain af#'oxdable rentaf housing in accordance wif� the HOME Program and
the H�ME Regulations for the �0 year Affordability Period more �articuIarly de�ned in the HOME
Con�ract. The �bligations described in the HOME Contract evidenced b� the Note and secured by fhis
Deed oi Trust will be in default if the 6 HOME-assistcd residentia� rental uni�s located on the Properiy
more particularly described in the HOME Contract da not r�m�ain a��ordable rental housing for the
d�ration oiihe Affordability Period, subject to the next a�vailable unit rule.
This Deed of Trust has also been executed a�d delivered pursuant to the tcrms of the HOME
Contract. Grantoz- agrees ta perform each and eve�y obligatxon set forth therein and wilI no� pernait a
defaul� to occ�r thereundez-. Any default in the �erformance of Grantor's abIigations under the terms of
the HOME Cantract or thc HOME Program or HOME Regulatians shall be deemed a default in the tierms
of the Note and Lender may invoke any remedies provided herein for default.
[S�GNATURES AND NOTARTZATION FOLLOW�
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
H�M.� DEVELOPER RENTAL CONTRACT — EXHIBITS REV. 62/11/2021
Palladiam Fain �treet, Ltd. — Palladiunr� Fain Streei Apartments Page 18
THE HOME CONTRACT, THE NOTE AND THYS DEED OF TRUST CONSTITUTE THE
FINAL AGREEMENT 4F THE PARTIES AND MAY NOT BE CONTRADICTED SY EVIDENCE OF
PRIOR, CONTEMPORANE4US, 4R SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWR�TTEN OR.A.L AGREEMENTS BETWEEN THE PARTIES.
PALLADIUM FA�N STREET, LTD.,
a Texas limited partn�rship
By: Palladium Fain Sireet GP, LLC,
a Texas timited liability company,
its general partner
By: Palladium Fain Street GP Mgr, �nc.,
a Texas corpora�ian,
its co�manager
By:
Thomas E. Huth, President
STATE OF T�XAS §
COUNTY OF TAR1tANT §
Tk�is instrument was acknovvledged l�efore me on , 20_, by Thamas �. Huth,
President of Palladz�n Fa.in Street GP Mgr. Inc, the Co-Manager of 1'alladium k'ain Sireet GP, LLC , a Texas
Iimited liabilif:y campany, Genera.l Partner of Palladium Fain �treet, Ltd., a Tez�as limited partne�ship, an behaif
of said partnership.
Notary Public, State of Texas
AFTER RECORDING RETURN TO:
C'rty of Fort Worth
City Attarney's Office
Attention: Jo Ann Pate
200 Texas Stree�
Fort Worth, Texas 76102
HOME DEVELOPER RENTAL CONTRACT -- EXHIBITS REV. 02111/2021.
Palladium Fain Street, Lid. — Pallad'zum Fain Street Aparfinents Page l4
EXHIB�T "A"
Le�aI Description
Tract 1: ( Fee Sirnple )
Lot �, Biock 1, GREEN ACRES ADDITION NO. Z, a� addition to ihe City of Fort Worth, according
to the Map or P�at tb�ereof recorded iu Clerk's FiI� No. D22�011087, Plat Records of Tarrant
County, Texas
Tract 2: ( Easemen� Estate )
Easement estate created in that certain Ease�nent Encz-oachment License A�reement by a�d
bettiveen the City of Fort Woz-th and Palladium Fain Strcet Ltd., n Texas limited partners�ip, dated
January 15, 20�1, filed January 20, 2021, recorded in Clerk's File No. D221.016307, Real Property
Records, Tarrant Counfy, Texas.
HOME DEVELOPER RENTAL CONTRACT — EXHIBITS R�V. a2/11/2�21
�alladium Fain Street, Ltd. — Paliadium Fain Street Apartments Page 20
EXHIBIT `B"
PERMITTED EXCEPTIONS
This conveyance is made and accepied subject to the following Pern�itted Encumbrances:
1. Declaration of Land Use Restrictive Covenants by and between Palladium. Fain Street, Ltd., Texas Department
of Housing and Cotnmunity A�fairs, a public and of�czai agency of the State of Texas, Regions Bank, and th�
City of Fort Worth, to be recorded in ihe Real Property Records of Tarr�nt County, Texas.
2. Regulafiory Agreerz�ent for Multifamily Pxojects, e�ecuted by Palladium Fain Street, Ltd., a Texas Iimited
liability company, and the Secretary of Housing and Urban Development dated as of February l, 2021, filed
in the Rea.t Property Reco�rds of Tarranf County, Te�as.
3. Multifamily Deed of Trust, Assignme�t af Leases and Rents azad Security Agreement dated as of February l,
2021, filed in the Real Property Records of Tarrani County, Texas, fiom Palladium Fain �treet, Ltd., to
Hanison C. Smi�h, Esq., Trnstee, securing payznent of one note of even daie there�rith in the principal amount
of $6,259,000.00, payable as therein provided to the order of Regions Bank.
4. S�bordination Agreement dated February 18, 2021, by and between Regions Bank, an Alabama banking
carporation and Czty of Fort Worth, a Texas municipal corporation, filed in the Rea1 Pxoperry Records of
Tarrant County, Texas.
5. Deed Resirictions — HOME Funds by and between Palladium Fain �treet, Ltd., and City oi Fort Worth with
HUD Rider attached, dated as of February 18, 2021, filed i� ihe Real Property Records of Tar�•ant Cou�aty,
Te�as.
6. UCC-1 Financing Statexnent, identifying Palladium Fain Street, Ltd. as "Debtor", Regions Ba�k as "Secured
Party" and the U. S. Depariment of Housing and Urban Deve�opment as "Additional Sec�rec� Party, and
recorded in the Official Public Recards of Tarrani County, Texas;
7. UCC-1 Financin.g Statement, identifying Palladium Fain Street, Ltd. as "Debtor", Regions Affordable
Housing, Ltd. as "Secured Party" and the U. S. Department of Housing and Urban Developmeni as
"Additzanal Secured Party, and filed with the Secretary of Staie for the State of Te�as;
8. Easement encroachment licen,se agreement by and between the City of Fort Woz-�h and Palladium Fain Sireet
Ltd., a Texas limited Partnership dated January 1, 2021, recard�d under Clerk's File No. D221016307 Real
Properfy Records of Tarrant County, Texas, impacting both iracis 1 and 2.
9. Consequences, if any, including rights and intexests of others, arising aut of or evidenced by the follo�wing
matters as discla�ed on ihe suz-vey dated January 26, 2021, by Eagle Surveying, LLC, prepared by Ted Gossett,
Registered ProfessionaI Land Su�rveyor No. 5991:
a. Restricti�ve covenants recorded in Volume 3 88-X 61, Page 76, Plat Records, Tarrant County,
Texas; and under Clerlc's File No. D206300598, Rea1 Property Records, Ta.rrant County,
Te�as.
b. Easement granted to the City of Fort Wo�h recorded in Volume 8103, Page l 8l6 and
refiled in Volume 8188, Page '719, Real Property Records, Tarrant County, Texas.
c. Easement grantec� to Texas Electric Service Compax�y xecorded in Volume 8l �2, Page 263,
Real Properiy Records, Tarrant County, Texas as affectcd by Release filed August 20/2020
under Clerlc's File No. D220206216, Keal l'roperty Records, Tarrant County, Texas.
HOME DEVELOPER RENTAL CONTRACT — EXHYBITS REV. 02/11/2421
Palladiam Fain Street, Ltd. — Palladiu�n Fain Street Apartments 1'age 2l.
d. Lease for coal, lignite, oil, gas ar other minerals, together wrth rights 'rncident thereto, dated
July 14, 2006, by and beiween Ruth R. Sravenec, as Lessor, and Dale Resources, LLC, as
Les�ee, recorded Augusi 22, 20p6 under Clerk's File No. D2062613b8 of the Official
Recoxds o� Tarrant County, Texas.
e. Lease far coal, lignif:e, oil, gas or other minerals, together wiih rights i�cident thereto, dated
August 4, 2011, by and between Ruth R. Bravenec, flk/a Ruth Tilley, as Lessar, and
Chesapeake Exploration, LLC, as Lessee, recorded August I 1, 2011 under Clerk's File No.
D2111930a1 of the Official Records of Tarrant Cou�ty, Texas.
f. Tnterest in and to all coal, lig�:ite, oil, gas and other minerals, and all rights incident thereto,
contained in instrumeni da�ed April 9, 2013, recorded April 10, 2013 under Clerk's File
No. D213090327 o�ihe Official Records of Tarrant County, Texas.
g. Easement granted to fhe City of Fort Worth recorded in Tnstrument No. D20839$707, Real
Property Records, Ta.rrant County, Texas.
h. A poriion of the subject property lies within a flood zone.
i. Easements an the map of said tract/pla�: recorded in Clerk's File No. D221011087, Plat
Records, Tarran.t County, Texas: 1) Emergency Access Easement 2) Variable Width
Sanitary Sewer Easement 3} rlood P�ain Easements 4} Variable Width Detention Pond
Easement.
HOME D�VELOPER RENTAL CONTRACT — EXHIBITS REV. U2/11/2021
Palladium �ain Street, Ltd. — Palladium �ain Sireet Apartments Page 22
Promissory I�Tote
HOME Funds
Date:
Sorrower:
February 18, 2021
Palladium Fain Street, Ltd., a Texas lirx�zted partnership
Borrower's Mailing Address:
Palladium Fain �treet, Ltd,
13455 Nae1 Road, Suite 400
Da11as, Tez�as 75240
With a copy to:
Shackelford, Bowen, McKinley & Norton, LLP
9201 N. Central �xpressway, 4`�' Floox
Da11as, Texas 75231
Attention: John C. �hackel�ord
Lender: City of Fort Worth, a Texas �ome ru1� municipality
P�ace for Paymez�t:
City of Fort Worth
Neighborhood Sezvices Department
Attn: Assistant Directox
200 Texas Sfreet
Fort Worth, Tarrant Caunty, Texas 76l a2, or any other place that Lender may designate in wriiing.
Principal Arnount: $800,040.00
Loan Autharity:
Tk�e Ioan e�idenced by this Noie (the "Lo�n"} is being made pursuant fo the HOME �nvestmez�t
1'artnexshfps Program authorized undex Title II of the Cranston-Gonza�ez National Affordable Housing
Act of 1990, as amended, 42 USC 12701 et seq. ("HOME Program") and the HOME Investrnent
Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. {the "HOME Regulations"}
with HOME funds for the development of Palladiurr�. rain Street, a mi�ed income multifannily complex
located in Foi�t Worth, Te�as (the "projecf"} as more particularly described in the HOME Cantract
between Borrovver and Lender fox the Loan, City Secretary Contract No. �4954 (ihe "HOME
Contract").
Annnal Interest Rate: �.%
Maturity Date: January 1, 2064, subject to section 5.7.1.10 of the HOME Cantract.
Annual Interest Rate on Matured, Unpaid Amoa�ts: 12%
Term�s of Paymenti:
Inierest will accrue on any advance of Loan proceeds under this Noie at the Annual Interest Rate. Inlerest
will be calculated based on a 360 day per year factor ap�licable to the actual days on �vhich there exisis
an unpaid �xincipai balance. Interest will accrue during construction period and capitalize at stabilization.
Pr�ncipal and accrued interest shall be payable in aaanual installrnents begin�ing 12 nr�onths after Stabilization
or when full payments o� principal and interest com�ae�nce on tlie Senior Indebtedness and cantinuing
anxxually until the Maturity Date. At that time, the unpaid Pr�nczpal Amount and accrued, unpaid interest will
HOME DEVELOP�R RENTAL CONTRACT — EXHIBITS R�V. 02/11/2Q21
Pa[ladium Fain Street, Ltd. —�alladium Fa'tn Street Apartnnents Page 23
be payable in full. Payments will be app�ied first to accrued interest and th� reinainder to reducizon of the
Principal Annount. Provided however, interest is only payable from SO% of a�ailable Surplus Cash ox Non-
Projeci Sources, each as rnore particularly descxibed in fhe Subordination Agreement (defined below), for the
immediately preceding l2-month period. Principal a�d interest ta fhe extent not pazd from 50% of available
Surplus Cash shall be paid o�t of 50% of available �u�rplus Cash in subsequent yeaxs. Notwithstanding
axayt�i�g provided herein, all unpaid Principal Amount and accxued, unpaid inierest remainiz�g outsfanding
sha11 be paid on or before the Ma�urity Daie.
This Note is the Note required in the HOME Contract and has been executed and deIivered in accordance
with that contract. The funds advanced �y Lender are HOME funds and ihe HOME Contract requires thai
the 8l residential rental units described below and Iocated on ihe Property must qualify and remain
affordable rental hou�ing in accordance with th� HOME Program and fihe HOME Regulations foz the 20-
year Affordability Period more �articularly defined and described in ihe HOME Contract. The obligations
described in the HOME Contract pertaining to the HOME Program and the HOME Regulations including
the Affordability Period as well as the Loan evidencecl by this Note will be in Default if the 6 HOME-
assisted rental units located on the Property more particularly described in the HOME Contract do not
remain af�ordabl� rental housing for t�e duration of the Affordability Period, subj ect to the "next available
unit rule" u�der the Internal Revenue Code Section 42 (g) (2) (D). In the event of such Default, Lender
�nay invoke ar�y rezx�edies provided in the Contract ar the Deed of Trust {hereinafter defned} for Default.
Notwithstanding the foregoing, as lang as H[JD is the insu�rex or holder of the �enior Note (defined belo�ov)
on FHA Pxoject No. 113-35901, the pxovisions set out in Attach�ent I, incorporated herein by xeference
for all purposes (the "HUD Provisions"), sk�all be in full force and effect.
Securiiy for Payment:
This Note is secured by a Deed o� Trust Security Agreement - Financing Statement dated February 18,
2021, frozx� Borrovver to Jo Anii Pate, Trustee or Denis McElroy, Trustee (the "Deed of Trast") which
covers the personai property described lherein and the real property described in Exhibit "A" attack�ed
hereto.
Other Security for Payment: As set forlh in the HOME Cantracf.
Borrower pxomises to pay to the ordex af Lender fhe Principal Azx�ount plus interest. This Note is payable
at the Place for Paymeni and according io the Terzxa s af Payment. AlI unpaid am ounts are due by the Final Pay�a ent
Date. After the Final Payzx�ent Date, Borrower promises to pay an� un�aid principal balance plus interest at the
Annual Interest Rate on Matured, Unpaid Amounts.
If Borrower defaults in the payment of this Note, in the perforzxaance of its obligaiions under the HOME
Contract, or in the pexformance of any obligaiion in any instrument securing co�lateral under this Note, ,subject to
ihe Subordination Agree�nent, Lender may invoke any remedies provided herein or in the Deed of Trust for
Default. I� a monetary event of Default accurs under the tex�xas of any of the Loan documents, prior fo e�ercising any
remedies Lender shall give Borrower and each of the Partners o� ihe Borrower, as identified i� the Amended and
Restated Agreennent of Limited Partnersh.ip af Borrovver daied February 1$, 2021 (the "Partnership Agreement"),
sirr�ultaneous written natic,� o� such default. Bo�rrower sha11 have a period of l5 days after such notice is given with�n
which fo cure the default prior fo exercise of rexnedies by Lender under �he Loan documents. Noiwithstanding
anythz��g to th� cont�ary, if a non-rnonetaty event of default accurs under the ierms of any of the Loan documents,
prior to exercising any remedies, Lender sha11 give Borrowex and each o�the Partners of the Barrower as identified
in the Partnership Agr�ement, simultaneous written notice of such defauit. If the default is reasonabiy capable of
being cured vaitlun 3� days, Borrower shall ha�e such period to efFect a cuxe prior to e�ercise of remedies hy Lender
u�nder thc Loan docuzx�ents. If the default is such ihai it is not reasonably capable of being cured within 30 days, and
if Barrower (a) initiates corrective aetion within. said period, and {b) diligently, continually, and in good fait� works
to ef�ect a cure as soon as possible, then Borrower sha�l have such additional time as is reasonably necessary to cure
HOME DEV�LOP�R RENTAL CONTRACT —�XHIBITS REV. 42/11/2U21
Paltadium Rain S#reet, Ltd. --Palladium Fain Street Apartments Page �,�
the default prior to exercise of any remedies by Lender. In no eveni sha11 Lender be precluded �xorn exezczsing
remedies if its security becames or is about to become materially jeopardized by any failure to cure a default or the
default is no� cured withrn 180 days after the firsi notice ordefault is given. If the default is not cured after notice
within the time periods stated above, Borrow�r and each surety, endorser, and guarantor waive all demand for
payment, pxeseniaizoz� �ox paynnent, notice of intention ta acceleraie maturzty, notice af acceleration of maturity,
protesi, and noiice of prote�t, io the extent permitted by law.
Borrovsrer's Investor L'rmited Partner, as identified in the Partnership Agreement, shall have the right io
cure any default existing under the Loan docurnenfs, which right must be exerci��d by the later of {a) ihe cure
pexiod p�rovided in the Loan docurzients, ox (b) 1S days after recexpt of wxziten notice af default by the Investor
Limited Partner. For the Investor Limited Partnex to exercise effectively iis cure xights, the �nvesto� Linnzted
Partner must fully pay ihe a�nount past due or perform the defaulied obliga�ions, including the payment of any
amounts due for reasonable legal expenses incurred in connection with the default. Notwithstanding anything to
the contrary in the Loan documents, upon the occurr�nce of a�y defa�zlt arising out o£ (i} ihe bankruptcy,
insolvency ar assignment of assets for the benefit of creditars by the GeneraZ Partrier of Borrower or by any
Guarantor of ihe Loar�, or (ii) the withdxawal firo� Borrower of the Boxrower's GenexaI �artner, or the death or
incapacity of a Gnarantor, or (iii) a breach of the representations conc�rning such General Partner or any
Guarantor, the Inve�tor Limi#ed Partner shail have the option, but not ihe obligation, within 4� days of receipt of
written natice of such default frorn Lender, to cure any such defaulf by appointing a substitute or additional
General Partner ar Guarantar that is an affiliate of the Investor Limited Partner to act as such General Partn�r or
Guarantor. Any pledge to �he Investor Lizxaited Partnex and/or Regians Ban�C, N.A., by Borrower's General
Partner of the General Partner's interest in the Partnership Agreement as �ecurity for the performance of all of the
General P�rtner's obligations under the Parfnership Agreement shall not �e an event of defauli under the Loan
documents.
Boxxower also promises io pay reasanable attarney's fees and court and other costs if this Note is placed
in the hands of an attoxney to coliect ox enfoxce the Note. These expenses wil� beax interest frorn the date o�
default at the Annual Tnierest Rate on Matured, Un�aid Amounts. Borrower will pay Lendex 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 �vi�l be secured by any security for payment.
Intierest on ihe debt evidenced by this Note will not exceed the m�imum rate or amount of non-usurious
interest that may be con�xacted for, taken, reserved, charged, or received undex law. Any i�terest in e�cess o�that
maximum amount will be credited on the Principal Amouni or, if the Principal Amount has been paid, refunded.
On any acceleration or rec�uired or per�nitted prepayment, any excess interest will be canceled automatically as
af the acce�eration or prepayment or, if the excess interest has aIready been paid, credited on the Principal Arnount
or, if the �rincipal Amount has been paid, refunded. This pravision overrides any canflicting provisians in this
Noie and all other zn.struments concezx�zz�g the debt.
Borrovver is responsible for a11 obligations represented by �his Note.
Borrower may prepay this Note ir� any amount at an�r time be�are the Maturity Date vvifhout penalty or
premium.
When the context requires, singular nouns and pronouns include the plural.
The indebtedn�ss �videnced by this Note is and shall be subordinate in right of payment to the prior payment
in full of the indebtedness to be hereafter evidenced by a Note {Multistafe) (the "Seniar Nate") dated as February 1,
2021, made by Borrower payable to Regzons Bank, N.A. {the "Senior Lender"), (ihe "Senior Indebtedness") io ihe
extent and in the manner provided in that certain Suboxdin.ation Agreement of even date anaong ,Senior Lender,
Borrower and Lender (the "Su�ordination Agreement"}. The Deed of Trust securing this Note is and s�all be subj eci
and subordinate in all res�ects to ihe liens, terms, covenants and conditions of the documents evidencing the Senior
Indebtedness (the "Senior Lo�n Documents") a� more fully set forth in the Subordination Agreement. The rights
HOME DEVELOPER RENTAL CONTRACT — EXHIBITS REV. 42/1I/2021
Palladium Fain Sireet, Ltd. — Paltadium Fait� Streef Apartments Page 2S
and r�medies of the payee and each subsequent holder of this Note undex the Deed of Trust securing this Note are
subject to the restrictions and luxzitations set forth in fhe Subardination Agreerz�ent. Each subsequent holder of this
Note shal� be deemed, by virtue of such holder's acquisition of the Note, to have agreed ta perfarm and observe a11 of
the terms, covenants and conditions io be perforzxzed or observed by the Subardinate Lender under the Subordination
Agreement.
Subject to the terms of the Subordinat�on Agreement and any cure periods pro�rided in the Senior Loan
Docuxnenis, if there is a default in paym.ent of any part of principal or interest of t�e Senior Indebtedness, or a
breach of any covenants contained in the Senior Loan Documents, the debt evidenced by this Note wili
immediately becorr�e payable at the option of Lender. If Borrower faiis to perform any of Borxowex's obligations
in the Senior Loan Docum.ex�ts, and to the extent ailowed by the Subordination Agreement, Lender zx�ay perform
those obligations and be reimbursed by Borrower, on demanc�, at the Place �ox Payment for any amounts advanced,
including reasonable attorney'� fees, plus interest on those amounts from the date of payment at the Annual
Interest Ra�e on Matured, Unpaid Amounts. The amounf ta be reimbursed wi11 be secured by all instruments
securing ihis Note.
If any installmeni becoxxaes overdue for more than 1� days, at Lender's option a late paymeni charge of
S% af the arnount then due may be charged in order to defray ihe expense of ha�ndling th� deiinquent payment.
A Default exists under this Note if, subject to az�y applicable notice and/or cure periods, (1) (a) Sarrorver
or (b) any other person izable under this Note (an "Other Oblagated Party") fails to timely pay or perfar�n any
obligation or covenant in any wz�ztien agre�ment between Lender an.d Borrawer or such Other Obligated Party,
including unde� this Note; {2) any waxranty, covenant, or representation zn fihis Note or in any other written
agreement between Lender and Borrower ox any Other Obligated Party is materza�ly false when �nade; (3) a
receiver is appointed for Barro�ver, any Other Ob�igated Party, or any pro�erty on which a�zen or security interest
is created as security (the "Collateral Security") under i�zs Note; (4) any ColIateral Security is assigned for fhe
benefit of creditors oiher than the holder{s} of ihe S�nior Indebtedness and/or Regions Bank, N.A., and its
successors and assigns; (5) a bankruptcy or insolvency proceeding is cammenced by Borrower or an Other
Ol�liga�ed Party; (6} (a) a bankruptcy or insolvenc� proceeding is com�menced against Borrower or an Other
Obligated Party and (b) the proceeding contxnues without dismissal for 90 days, the party against whom ihe
proceeding i,s commenced admits the material allegations af t�e petifion against it, or an order far reli�f is entered;
(7) vvithout the prior written consent of Lender, any of lhe foilowing parties is dissolved, begzns ta wind up its
affairs, is authorized to dissalve or wind up its affairs by its govexning body or persons, or any event occurs ar
cond'ztian exists that permits the dissolution or vvinding up of the a��airs of any of the following parties: (i)
Borrower, or (ii) an Other Obligated Pariy; and (S) any CoIlateral Security is materially impaired by loss, theft,
damage, levy and execution, issuance of an o�ficial writ or order of seizure, or desiruction, unless it is replaced
v�rithin a reasona�le period of time with insurance proceeds, collateral security of like kind and quality or restored
io its former condition.
The execution and de�ivery of this Note are rec�uired under the HOME Confiract.
If any pxovisian of this Note conflicis with any provision of the HOME Contxact, the Deed of Trust, the
HOME Deed Restrictio�s, or any other documeni evidencing the same transaction between Lender and Borrower,
ihe provisions of the HOME Cantract will govern to the extent o�the conflict.
This Note will be construed uzader ihe laws of the state of Texa,s without regard to choice-of-law rules of
any jurisdiction.
This Note is a noz�xecourse obligation of Borrower. Neither Borro�ver nor any o#' its general and limited
partners nor any other party shall have any personal liability for repayz�ent af the Loan descrihed in the Coniz�act.
The sole rec�urse of Lender under the Loan documents for repayment o� the Loan shall be the exercise of i�s
rights against the Security for 1'aym.eni.
HOME DEVELOPER R�NTAL CONTRACT -- EXHIBITS REV. 02/1]/2021
Pa�ladium Fain Streei, Ltd. — Palladium k`ain Street Apartments Page 26
[S�GNATURE FOLLOWS]
HOME DEVELOPER RENTAL CONTRACT — EXHIBITS REV. O�/II/2021
Pailadium �'ain Streef, Ltd. — Palladium Fain Street Apartrnents Page 27
THE HOME CONTRACT, NOTE AND THE DEED OF TRUST C�NSTITUTE THE FINAL
AGREEMENT OF THE PARTYES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGItEEMENTS OF THE PART�ES. THERE ARE
NO UNWRITTEN ORAL AGREEMENT� SETWEEN THE PARTIES.
PALLADIUM FA�N STREET, LTD.,
a Texas 1'rmited partnership
By: Pa�ladxum Fain Street GP, LLC,
a Tex�s linnifed liabiiiiy compa�y,
its general partner
By: Pallac�ium Fain Street GP Mgr., Inc.,
a Texas corporation,
its co��az�agear
sy:
Thomas E. Huth, Presicient
ATTACH1i�E1lTT �
HUD Provisions
Capitaiized terms not def ned herein shal] have meanings assigned to them in the Subordination Agre�ment.
As long as HUD is the insurer or holder of the Senior Note on FHA Project No. 113-35901, the following
provisions ("HUD Provisions"} shall be in fulI force and effect:
(1) Any payz�nents due under the Subordinate Note sha11 be payabl� only (i} from permissible distributions
from available Surplus Cash o� the Project; but in na eveni greater than fifly percent (50%) of the tafal amount of
available Surplus Cash; or (ii) from monies received firozx� Non-�zoject Sources. In no event may payments due
under all subordinate debt of Borrower cumulaiively exceed fifty perceni (50%) of available Surplus Cash. The
restriction on payrnent imposed by this paragraph shall not excuse any default caused by the failure of the Borrower
to pay tk�e indebtedness evidenced by the Subordinate Note;
{2) No prepayment of the Subardinate Note shall he made until after final endarsement by HUD of the Senior
Note, unless such prepaymeni is made from Non-Project Sources and is approved iu�. w�riting by H[JD.
(3} Tk�is Subordinate Note is nan-nego�iable and may not be sold, transferred, assigned, or pledged by the
Subordinate Lendex e�cept wiih the prior written approvai of HUD;
(4} Interest on the Subordinate Note sha11 not be co�paunded as lo�g as HUD is ihe insurer ar holder of the Note
secured b� the Securi�y Instr-urnent;
(5) Boxxawer k�ereby waives presenirnent, demand, protest and notice of demand, protest and nonpayment of this
Subordinate Note;
(6) The terms and �rovisions of this Subordinate Note are also for the benefit of and axe en�oxceable by HUD
against any party herefo, their successors and assigns. This Subordinate Note may not be modified or amended
without the writien consent of HUD; and
HOME DEVELOPER RENTAL CONTRACT — EXHTBYTS REV. 02/11/2{}2I
Palladium Fain Street, Ltd. — Palladium Fain Street Apartments Page 28
(7} In the event of any conflict between the terms of ihe Suboxdinate Note and the HUD Provisions, the terms of
the HUD Provisiaz�s shail control.
EXHIBIT "A"
Le�al Description
Tract �: ( Fee Simple }
Lot �, Block 1, GREEN ACRES ADDITION NO. 2, an addition to the City af Fort Worth, according ta
the Map or Plat thereof recorded in Clerk's Fxle No. D2210ll087, Plat Records of Tarrant Caunty, Texas
Tract 2: ( Easement Estate )
Easement estate cr�a�ed ir� that certain Easemen� Encraachrnent License Agrecment by and between the
City of Fort Worth and Pal�adiuna Fa�z� Stxeet L#d., a Texas limited partnership, dated .�anuary I5, 2021.,
fled January 20, 20�1, recorded in Cierk's File No. D221 O1b307, Real Property Records, Tarrant County,
Texas.
HOME DEV�LOP�R RENTAL CONTRACT — EXHYBITS REV. 02/ll/2021
Palladium �ain� Street, Ltd. -- Palladru►n Fa'rn Street Apartments Page 29
E�HIBIT "F"
REIMBURSEMENT FORMS
PALLAD�UM FAIN STREET APARTMENTS
HOME DEVELOPER R�NTAL CONTRACT — EXHIBITS REV. 02/11/2021
Palladium Fain Street, Ltd. — PalIadium �+ain Street Apartments Page 30
Attachment I
IIiTVOICE
Developer: Pa�ladrum rain Street, Ltd.
Address: 13455 Noel Road, Suite �400
City, State, zip: Dallas, TX 75240
Project: Palladium Fain Sireet Apartments
Tax ID Number 85-16b1109
Ai��r�ii�i
-1'i�is 1��++t+ic�. � C'irm��lsl��-c irt T}r�
HOME DEVELOPER RENTAL CONTRACT — EXHTBTTS R�V. 02/11/202I
Palladium k'ain Sfreet, Ltd. — Palladiam Fain Streei A�artments Page 31
Atiachment II
City of Fort Worth
Neighborhood Services De�artment
Ex�endi�ure Worksl�eet
Developer: PaIIadiam �'ain Street, Ltd.
Project: Palladiu�xt k'ain Stree# A art�nents
��Lin� Nn, Flat�. Cl�t��k 1�u. P�vee i�r �iei�e[��.iae' * [)esG�pli[���" ----- Aint�tuti
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23
24
25
26
27
28
29
30
Total
*Payroll must identify employee. Renf must identify tenant. Other payments shouEd. identify individuals, if
applicable.
HOM� D�VELOPER RENTAL CONTRACT — EXHIBITS REV. 02/17/2021
Palladiam Fain 5treet, Ltd. -- Palladium Fain Street AparEments Page 32
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EXHIB�T "H"
FEDERAL LABOR STANDARD PROVISIONS � DAVI�-BACON REQU�REMENTS
PALLADYUM FAIN STREET APARTMENTS
Davis-Bacon Requiremenis are applicable to the Praject due �o the Senior Incie�tedness, not due to the
Cify's H4ME �unds. In the e�ent a HUD monitor requests proof af compliance witn the Davis-Bacon
Requirements, Developer shall produce reports showing compliance an the form required by tne Senior
Lender to the City within 10 business days.
H�ME DEVELOPER RENTAL CONTRACT — EXHIBITS REV. 02/11/2021
�alladium Fain Street, Ltd.— I'ailadivaut k'ain Street Apartmenis Page 34
EXHISIT "I"
SECTYON 3 REPORTING FORM�
PALLADIUM FAYN STREET APARTM�NTS
SECTION 3 BUSINESS CERTIFICATION
SECTION 3 SUMMARY REPORT (Farm HUD-60002,)
HOME DEV�LOPER RENTAL CONTRACT — EXHiBITS REV. 02/11/2021
Palladiunn �'ain Street, Ltd.— Pa[ladium �'ain Strcet Apartmenfs Page 35
,�7}y+ r:�q, ry� �j
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rrt�� e �� t��� ���1��ir,;� ��te��r�e� ��h���� ��9 tf��`� ��:p����
��x�rf��r�■� a� ����r��d tas� a���i�an 3 r��i��;nt ���� }��:cas���; r�r,.
� r� t�� �f����� �r�j�ie�, rr:�t� �ca�•m,p�r�y i� �utae�sr�tra�tin� ��� ��F its t�nt�a.�t. aca�va��r� t�
�u�l'i�i��' �e�i€�as � b���r������, ���
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���ti:�:� � re����nt� �r9��i� � ���r� �� fr� f�ire �ia��.
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a��t�r� 3 ����d��t:l_
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tS��. �� ��hir� p�r€�. I�ls�� a��ca���r�e�dg� tl��t t�� ,p,.r���isior� �ff��s� i��Err:rr��:�i�� �� u I� leaue mm�
��I�j�� t�ti��;p��e�af�i�� �� �����;r.�11 ���t� and :�:ra;l I��..
5�b��:tra��'� .�:�r:}aUr�ing ��:r�at�r�:
a�:����tr�a�tr�r`� �.�t:t��arrzin� Frin�ed ��.ra��::_
��a:t���n:tr.��a�r`� �u��i�,r�zin� �i�a�xt+�r�'s �i'�:
F�r P�irr�� ��n�ra�t,�r � �ly�-
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HOME DEVELOPER RENTAL CONTRACT — EXHIBITS REV. 02/ll/2021
Palladium Fain Street, Lid.— Pal�adium Fain Sireet Apartments Page 36
����[�►r� � �u�n��� 1i���rr�
Econorrtic �pport�nities for
Low — and Very Low ]ncome Persons
' Prngtam Godes
f = Ftexihle Subsidy
2 = Seclian 20Z'831
3= Pu6fir/lrsdiah Hausing
A = �evelapment,
B = Operation
C = Modemization
11.5. DeparEment of Housing
and Urban Developm�nt
Office af Fair Housing
And Equal Opportunity
4 � Homeless kssisiance
S=HOME
B = HOME State Administered
7 =CUBG Entitlement
Page i of2
oMB Approval I�o: 2529-4043
(exp.1113Qi2D10)
HU� Fe1d Omce:
8 - C�BG 51a[e Adminisfered
�J - Oi�er C� Programs
10 = 9�her Housing Programs
form HU� 6U002 (612007)
Ref24 CFR 135
HOME DEV�LOP�R R�NTAL CONTRACT - EXHIBITS REV. 02/� 1/202]
Palladium Fa'rn Street, Ltd.- Palladium Fain Street Apartmen�ts Page 37
Sec[ien 6ack uf page tor Pubfic ReportiRg Burden statement
Part II: Contracts Awarded
1. construdbn Cantracis:
A. iotai dollar amount ai all eoniracta awarded on fhe proJecf
B. Total dollar amounl af confracts awarded ta Secfion 3 bus€nesses
C. Percentage of the fofal dollar amount that was avrarded to Sectfon 3 businesses
D. Tatal numhe� ai Sect�on 3 husinesses recei�ing contracts
2. Non-Construclion Coniracts:
A. Total doilar amnunt all non-consiruction contracts awrarded on the projecVactEvity
8. To€al dollar emounl of non-consiruction eoniracts awarded fo Seciion 3 businesses
C. PercenFage of Ehe toisl doff�r amount thai was awarded to Section 3 businesses
D. Total nuniiaer of Section 3 busir�esses rece[ving non-construction cor�tracts
Part ElI: 3ummary
Indicate the efforts rnade Eo direct fha e�np[oyment and other econo�nic opportunities generated by HUD financial assistance for housing
and community development programs, to the greatesf extent feasibfe, toward low-and very low-income persons, pa�€icularly ihose who
are recipienYs of government assisiance for housing. (Check alE ti�ai apply.)
Ai#empted to recruii law-ir�come residents through: locaf adveriising media, signs prominently displayed at ihe project sife,
cantracis wilh the community organizatians and pu6lic ar private agencies operatin� within the matropolitan area (or
nonmetropolitan couniy) in which the Section 3 co�ered program or project is locafed, ar sirnilar methads.
Participated in a HUD pragram or oiher program ��hich promoies ihe frai�ing or employmeni of 5ection 3 residents.
PaKicipa#ed in a HU� program or other pragram wi�ich promofes the award of contracts to business concerns which rrEeet the
definiiion of Sectian 3 b�esiness cancems.
Coorcfinated with Youthbuild Rrogra�ns administered in the meiropalitan area in rvhich the 5ection 3 cowered project is located_
Qther; desaribe befow.
Puhfic repo�fing for t�is colleci€on of informaiion is estimated to a�erage 2 ho�rs per response, induding the time for reviewing instructions,
searching existing data sources, gat�erir�g and maintaining the cfata needed, and completing and reviewing tl�e coElecEian of inforrnation.
Tf�is agency may ncst colf�et this information, and you are not required to compEete this form, �anless i! displays a currently valid OMB
nurn6er.
5ection 3 af the Housing and Llrban Development Act of 1968, as amer�ded, 12 U.S.C. 1707 u, mandatas lhat the �epartment ensures that
employrrient and olher economic op�ortunities generated by its houeing and cornmunity devefopment assistance prngrams are directeci
Eoward fovr- and very-low income persons, parficularly ihose v,rho are recipients of governmeni assistance housing. 7he reg�faiions are
found at 24 CFR Part 135. The informaiion will be usecE by the �epartrner�f to �-nonitor program recipients' complianee urith 5ection 3, ta
assess tE�e resulis of the pepartment's efforts ta meel ihe statutory objectiwes of Ssction 3, to prepare reports to Congress, and by
recipients as self-monitoring #ool. 7he data is entered into a database and wiEl he anafyzed and distributed. The coElection of information
involves recipients recei�ing Federal finanaial assistance for housing and cpmmunity developrnent programs covered by Section 3. The
in#ormation will be collected annually tq assis# �IUD in meeting its re�arting req�iremen#s under 5ection 808(ej{6} of Ehe Fair Hausing Act
and Section 916 of the FiGDA of 1992. An assurance of aanfidentiality is no1 applicable to this form. The Pri�acy Act of � 974 and Q�v1B
Circular A-108 are noF a�plicable. i'he reporting requirernents cEo not eontain sensitiv$ questions. Data is cumulative; persona! identi€ying
infor�naiion is not included.
Page 2 af 2 (orm HU� 6i}002 (1'f 7201 D)
Ref 29 CFR 135
HOME D�VELOPER RENTAL CONTRACT — EXHIBITS REV. {}2/1112Q21
Palladium Fain Street, Ltd.-- Pa[ladium Fain Strect Apartmenfs Page 38
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
PALLAD�UM FAIN STREET APARTMENTS
���� ��'� � i, �:�
_ �__��
�t����r� �� ����ar��r����i�� ��r ��im�����e��r�� �� ���r�l�{�rn�r�� �+��.��
Ca�t
A���i��ti�r� c��Real F�ra�er�y
���ur��r��af"r�r� ���nd�r�d
a�i�,ti�� ta� ��Ife� �dat� r�ust b� rar� �ar €�e#c�r� �k�e d�t� csf €�pti+��� agreer��:��
€�e s�le� eantr��� �nd s[�nec� �y. the lau��r �r�ci selle��
� Rec�rd�d D�e� c�� �ru�t
� ��rr�l���e Agreern�n��rf Re��€r:��l HLI� lenguage
R �Vl�sterS���lern�n��tate���';#Hl1E�-�
r�p:praEsai or ��h�� dc��ur:�erefi s�se�i to deter�nir�e pu�c�as� �ric�
� Pr�a�af �� �a�r�ent {i-�-, b�ra�C ���emer��,t�a�ce���d ��S��k�
� 1l�eifiea�ti�� ca� �`���r�� Statu:s �a� ap��i��ak�le�
]�r�-����l�rprn:e�at an� S�af�t
�c��s {A,r�hite��, Er���e�r,
Lar�c�s��:pe �e�ig�a�.�urve��
�:;ppr�i�als, �nu�r�rrr�e�#�al, L���I
F�es, �kl��r ���s�l�ant�, E�c.)
� l�uo�c� shn�IcS ���cl��e:
� da€e;:
� ��a�r���+�'� �et�eri�e��l;:
� �c�dres� f�.r �t�i�l� ��e�i�� i : �r-€��r��l�cf,
� +�escrs�a��a� af se;vi���s� a�d i�€�rr�{s�:,
■ arrgou:nt �'�ar atemized; ���ui�es, ��d
� tca�a'I arnaunt
�r€�caf �� P�a�rn��t ��_�., �r��rf� s�aterne�� �r car��elle�i ch��kj
��[i� �r���ut�� car�tr���s�rv:c� agree�en:f�f lef��r a,gr�er�-�er�Es and
�.P�ia�a�l� arrg�n�2r��nts
� Pr�a�i�le �r�nt��� #r�r;1 w�r�u.�arr3.�o� ve�i�ying
�nr�t�aetor,�s�b��ntra�or i� r�c�i iist��d c�n ��e €�eb�r�-�d and
su��ensi�ri Ii�t
�f �n4y� a p�aFti�ra i� �e:ir,� pa�� �ritll Cif� f��ds, �Fa�er� shi��w e��ca���tiar� �ra�
dc��asn�n��tion of �aw cc��� are all'�c�te�_
I�eighl�€���iao�l Sei�rice�
�`I�AL �s �f b�`� ��'�24�'17 P�a�e 1
HOME DEVELDPER RENTAL CONTRACT — EXHIBYTS R�V. 0�/11/2021
Palladium Fain ,Street, Ltd.— Palladium Fain Street Apartments Page 39
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{�f a��l[���le��
E �n�o�c� sh�ulr� in���€�e_
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o d�s�ra;��e�n vf ��earice��� ar�d. i��m�s};
n a.rr�aun� #�r ite�'i�ed �e�ui=��,; ��d
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��rc�v� o� �aayrri�nt far.a�� �t�.er e�iity���u����� scsurce c�nt�a%r����g to
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d�sc��er��s foe �fig�bGe �r�rr��k�uyer�te�a��r ��I'e� ��nt��ct 6et�u�er�
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Nei�hl�csr�a�� 5'�f°�rice�
�3?�.�i. �s �f 6�21��'�17 P��e �
HOME DEV�LQPER RENTAL CONTRACT — EXHIBITS R�V. 02/ll/2021
Palladiunrn �ain Street, Ltd.--Palladium Fain �treet Apartrnents Page 40
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E�HYBIT "L"
DEED RESTRICTION
PALLADIUM FAIN STREET APARTMENTS
DEED RESTRICTIONS - HOM� Page 42
Palladium Fain Street, Ltd.
DEED RESTRICTIOl�T�
HOME Funds
THESE DEED RESTRICTIONS ("Deed Res�rictions") are made effective as of February
18, 202I, by and betvveen PALLADYUM FA�N STREET, LTD., A TEXAS LIM�TED
PARTNERSH�P ("Owner"}, as Grantor, and CYTY �F F4RT WORTH, TEXAS, a home rule
municipality in the State of Texas {"Ci�"), as Grantee.
W�TNESETH:
WHEREAS, City has received a grant from the Unzted States Department of Housing and
Urban Developm.ent ("HUD") through the HOME Tnvestment Partnerships Program, Catalog of
F�deral Domestic �ssistaxace No. 14.239 ("HOME"), with which City desixes ta prorr�ote activities
that expand the supply of affordable housing and the deveio�ment of partnershzps among City,
local governments, locaI Ienders, private in.dusixy and nonprofif housing organizations;
WHEREAS, the primary purpose of the HOME program pursuant to ihe HOME
Investmeni Partnerships Ac� at T�tle II of the Cranston Gonzales Nati.onaI Affordabl� Housing Act
of 199a, as amended, 42 U.S.C. 1270I et seq. (the "Ac�"} and the HOME Investment Partn�rships
Pxogram Final Rule, as amended, 24 CFR Part 92 et seq. ("HOME Regulatioz�s"}, �s to benefif
low- an.d zx�aderate-incorr�e individuals and families by providing them with affordable housing;
WHEREAS, Owner propases ta use HOME funds for a project whereby Owner wili
cor�struct, develop, own, and operate a nev�r 90�unit mixed-income xarzultz�amily rental complex in
the City fo be known as 1'allad'zuzxa Fain Siree� Apar�ments (the "project");
WHEREAS, City has agreed to lend, and Owner has agreed to accept, a loan of City HOME
funds in the aznount of $800,000.00 (the "Loan"), pursuant to the requirements of the HOME
program in accoxdance with that certain HOME Contraci, Czty Secretary Contract No. �49�4,
between Owne� and City, �or the purpose of assis#ing Owner in developing the Project ("HOME
Contract");
WHEREAS, as a condition to City malcing the Loan, Ovsrner rnust agree to comply with
certain occupaa�cy, rent and other restrictions for a period of time in arder to comply with the
HOME affordability requireznents, and agrees to convey to City certain covenants and restrictions
thai will b.urden ihe hereinafter described real praperty so that the Pro�ect will meet the HOME
requirements ("HOME Requiremen#s");
NOW, THEREFORE, in consideration of the xnaking of the Loan by the City and the
disbursement of any part thereof, and in order to comply witk� the requir�ments of the Act and ihe
HOME Regulations, Ovvnez (together with its successors and assigns and subsequent owners of
the P�aject), hereby agrees that the fol�owing restricfions shall apply to the rea� property describ�d
in the attached Exhibit "A", incorporated hexein far a11 purposes:
DEED RESTRICTIQNS - HOME Page 43
Palladium Fain Street, Ltd.
1) In compliance wiih the �aximum per unit subsidy amount rules at 24 CFR Par�
92.250{a} and fhe minimum amouni of assistance rules at 24 CFR Part 92.205(c}, the nuzx�ber of
ilplts in the Pzoject which have been designated by Ownex and approved by the City as subject to
all occupancy, rez�t, and affordability requirements contained in the HOME Regulaiions shall
consist of 6 uniis of the 90 totaI residentiai unit� in the Projeci ("HOME Units").
2} The HOME Units rented or available for rent ta households who�e annual incomes
do not exceed $Q°/a of area median income ("AMI"), as set a.nnuall� by HUD wfth adjustmen�s
for family size ("Hxgh HOME Eligible Tenants"), sha11 be 4 uniis ("High HOME Units"). The
number of IIOME Units xex�ied or available for rent to families whose annual incomes do noi
exceed 50% percent of AMI ("Low HOME Eligible Tenants") sha11 be 2 unrts ("Law HOME
U�it�"). The HOM� Units can be desigxzated as either High HOME Units or Low HOME Units.
The HOME Units are floating.
3) Owner hexelay acknowledges and agrees thai the Project is ta be owned, rnanaged
and op�rated as a renial housing project for affardable hausing as set forth in 24 CFR Part 92.252
and, ihat the HOME Uniis must be occupied only by HOME �ligible I-�ouseholc�s as def ned in the
HOME Coniract and must also meet the followzng requirements to qualify as affordable housing
and will be subject ta the follorn�ing restrictions and covenants:
a. Higl�. HOME Rents. The maxitnum HOME rents are the lesser of
(1) The fair market xent for existing housing for comparable units in the
a�-ea as established by HUD undex 2� CFR Part 888.11 1; or
(2) A rent that does not exceed 34% o�the adjusted inco�e of a family
whose annual iz�come equals 6�% of AMT with applicable adjustrnenf for the
bedroom size of the relevant housing unit. High Home Rent xnay not exceed fhe
ma�imum rent limitations estab�ished by HUD minus utility allowarzces. For the
purposes of these Deed Rest�ictioz�s, "utitity allovvances" are those nnonthly
allowances for utilifies (excluding telepho�e) adopted by City in accordance wiih
the HOME Regulations and HUD guidance, as rnore particularl� described in the
HOME Contract.
b. Low HOME Rents. Renis far Low HOME Units must meet one o� the
following xent requirements:
(1) Tk�e rent do�s not exceed 30% of the annual income of a family at
�0% of AMI adjusted �or family size. Low Home Rent �xi.ay nat exceed tha
ma�imum rent limitations established by HUD minus utility allowances. However,
if the rent determined under this paragraph is higher than ihe applicable rent �ndex
{a} o�this section, then the maximum xent �ar HOME Units under this paragraph is
that calcuiated under paragraph (a); or
DEED RESTRlCTIONS - HOME Page 44
Palladiu�n Fain Street, Ltd.
{2} The rent does not exceed 30% of the family's adjusted income. If
the family receives Federal or Te�as project-based rental subsidy and the �very low-
income family pays as a contxibution taward rent not more than. 30% ofthe family's
adjusted income, then the ma�imum rent {tenant contribution plus pxoject-based
xe�taI subsidy) is the rent allowable under the Federal or Texas project-based renta�
subsidy pxogxam.
c. The Owner will not xefuse to l�ase a HOME Unii to a certi�'icate or voucher
hoZder under 24 CFR Part 982 (Section 8 Tenant-Based Assistance: Unif ed Rule far
Tenant-Based Assisfance under the Section 8 Rental Certificate Program and the Section
8 Rental Voucher Program) or to the holder of a comparable document evidencing
participation in a HOME tenant-based rental assistance program because of the s#atus of
the prospective te�ant as a ho�der of such certifcate, voucher, or comparable HOME
tenant-based assistance document.
4) Initial Reni Schedule and Utili-[y Allowances. Owner must verify that all tenan�s
of HOME Units are HOM� Eligible Households with full Tenant Documentation at the ti�ne the
initzaI lease for a HOME Unit is executed as more particu�arly described in the HOME Contract.
Tenants nnust certify the number of people i� tenant's household along with such pexson's name�
and ages. Owmer sha.11 obtain financial information on aIl members of a ienant's househoId.
5) Tenant Income. Owner m�st use ihe definition o� annual income used by 24 CFR
Part 65.609 to establish tenaaat iz�come eligibility and shall use the xnast current HUD Income
Guidelines. O�vner must verify that al� tenants o� HOME i.Tnits are HOME Eligible Househoids
with full Tenant Documen#ation as more particularly described in the HOME Contr�.ct. Owner
must verify the income of the tenants of the HOME Units annually after the initiallease is executed
but may use a Czty-approved tenani self certif catian form as Tenant Documentation.
Notwithstanding the foregoing, Owner must verify the in.corne eligibility of all HOME Eligible
Household� with fiill Tenant Docu�nentation every 6th year of the Affordability Period. Owner
must maintain copies of Tenant Documentation as rec�uired under the HOME Contract. In the
event that a HOME Unit is occupied by a tez�ant who is not a HOME Eligibie Household, Owner
shall have 30 days to defermine if a market rate fienant qualifies as a HOME Eligible Household
or fill an empty m.arkei rate unit r�ith a HOME Eligible Hausehold.
6) Tenant Lease and Tenant Selection. Owner's lease £ar ihe HOME Units shall
comply with 24 CFR Part 92.253 as more particularly described in the H�ME Contract. Ovsrner's
tenant seiection palicy and criteria shall be consistent with the p�pose of providing housing in
accardance wi�i the HOME Regulations including addxessing non—discriminaiion and affzrzxaative
xnark�ting as more particulaxIy sef out in the HOME Contract.
7) The Proj ect shall be rz� aintained fo and fully comply with all City codes and federal
Housing Quality Standards.
8) The Af�oxdability Period for the Project is 20 years {"Affordability Period"} as
more partic�Iarly described in the HOME Contract. The Affordability Period begins on the date
that the proj ect status is changed to "complete" in IDIS, HUD's proj ect tracking system.
DEED RESTRICTIONS - HOM� Page 4�
1'alladium Fain 5treet, Ltd.
9} The preceding use restriciion and A��ordability Period (i) shall rur� wzth the Iand,
(ii) shall be binding upon the Owner and Owner's heirs, pexsonai repre�entatives, successoxs and
assigns, and (iii) shall be enforceable by actions at law or in equrty by the City, its successors aaad
assigns and/or one or more third-party beneficiaries. For the purpose of these Deed Resiriciions, a
third-party beneficiary shall be any member of a HOME Eligible Household as defined in the
HOME Contract. Owner hereby subjects the Project {znc�uding the Project site} to the cavenants,
reservations and restrictzons set forth in these Deed Restrictians and Ovvner hereby declaxes its
express intent that the covenants, reservations and re�triciions sei forth herein shall, b� deenr�ed
covenants rurmir�g with the land an� shall, pass to and be binding upon Owner's successors in title
io the Projeci. Each and every contract, deed or other instrument hereafter ez�ecuted covering or
conveying ihe Project or any portion thereof shal� conclusively be held to have been executed,
delivered and accepted subject to such covenants, reservations and restrictions as set forth in such
contr-act, deed or other instz-uznents.
10} Owner hereby agree,s to execute further dacumentation xequzred by the City ar
HUD which xxaay be necessary to cause these Deed Rest�ictions to comply with the la�wvs,
ordinances and/or regu�aiians referenced herein or in the HOME Contract (or any oihex applicable
�aws that supple�nent, am.end, restafe, replace or otherwise pextain to such laws, ordinances and/or
regulaiions).
11) Sale or Transfer of ihe Land or Projecf. Until the termination of these Deed
Restrictions, Owxaer hereby covenants and agrees noi to sell, transfer or oiherwise dispose of any
portion of the real property or Project, withoui obtaznixzg the prior �itten consent of 1he City, not
to be unreasonably withheld, canditianed, or delayed. Any transfer or disposition of the xeai
property or the Project without the written agreement of the City, in a form as will meei the
requirer�ae�ts af a conveyance of real pxoperty in Texas, shall be null, void and withou� effect, shall
cause a reverszon of title to Owner and shall be ineffective to relieve Ownex o� xis obligations under
this document.
12) Owner and City hereby declare their undexstanding and intent that the covenants,
reservatzons and restrictions set forth herein direcily benefit ihe real properry.
13) Default; Remedies. City shaIl declare an "Even� oi Def�.ult" to have occurred
hereunder if City becomes aware or is notified in writing of a default in the pex�ormance or
observarice of any covenant, agreement or obligation of Owner set forth in these Deed Restrictions,
and i� such default remains uncuz�ed for a period of 60 days aftex writt�n notice of such default
shall have been given by Ciiy io Ownex.
In the event of any action at law or suit i� eq�ity by one party io ihese Deed Restrictions
against another party wiih respect �o these Deed Restriciions, the party prevailing i� such acfion
shall receive from the othex party ar�d the other party shall pay ta the prevailing party, in addiiioz�
to all other sums which may be payabl� to the prevailing party as a result of such action, a
reasonable su�m for the prevailing party's attorneys' fees and costs and othex expenses of such action
or suit.
DEED RESTRICTIONS - HOME Page 4G
�alladium Fa'rn Street, Ltd.
No fa.ilure to e�ercise and no delay in exercising any right hexeunder shall operate as a
waiver thereof, nor ,sha.�l any single or partial e�ercise thereof preclude any other or further exerczse
thereof, or the exexcise o� any oiher right. The rights and remedies herein provic�ed sha11 be in
addition to all other righis or xemedies provzded by law. No modifrcation or waiver of any
provision of these Deed Restrictions, or consent to departuxe here from, shall be effecti�re unless
in writing and signed by the parties and no such modification, consent, or waiver sha11 extend
beyond the partic�alar case and purpose involved. No notice or demand gi�en in any case s�al�
constituie a waiver o�tk�e xight io take other action in the sa�ne, sirnilar or other insiances withoui
such notice or demand. '
14) Ovsmer shall cause this docurnent, and all amendmenis and supplements hereto and
thereto, to be recorded and filed in the real property records of Tarrant County and z� such other
places as City �xaay xeasonab�y request. Owner sha11 pay all fees and charges incurred in cannection
with any such recording.
� 5) These Deed Restrictions shall be governed by the laws of the State of Texas.
16) Headings and titles her�in are for convenience oniy and shall not influence any
construction or inierpretation.
17} If any pro�ision of these Deed Resixictions shall be invalid, illegal or
unenforceable, the validity, Iegality and enforceability of tlie xeznaining portions hereof shalZ not
in any way be affected or impaired thereby.
1S) All fermnns �ot defned herein shall have the meaning proscribed to them in the
HOME Contract. Yf any provision a� tk�ese Deed Restrictions eonflicts wifh any provision of
the HOME Contract, the provisions of the HOME Contract will govern �o the e�tent of the
conflict.
19} THE TERMS AND CONDITION OF THESE DEED RESTR�CTIONS ARE
SUBJECT TO HUD'S REQU�REMENTS SET FORTH IN THE ATTACHED HUD RYDER
INCORPORATED HEREIN FOR ALL PURPOSES.
jSignature Pages to Fotdorv]
DEED RESTRICT��NS - HOME �age �7
Palladium Fain Street, Ltd.
IN WITNESS WHEREOF, Owner and the City have executed this document by du�y
authorized represenfiatives, alI on the date first vvritten hereinabove.
OWNER:
PALLADIUM FAIN STREET, LTD.,
a Texas iimited partnership
By: Palladium Fain Street GP, LLC,
a Texas limitec� liability company,
its �eneral partner
By: PaZladium Fain Street GP Mgr, Inc.,
a Te�as corpoxatxo�,
its co-manager
Sy:
STATE OF TEXAS §
COUNTY OF TARR.ANT §
Thamas E. Hn#h, President
This instrument was acknawledged be�ore me on , 20^, Thomas E. Huth, President of
Pal�adi�m Fain Street GP Mgr. Inc, the Co-Manager of Palladiutn Fain Street GP, LLC , a T�xas
limited liability cox�apany, General Partner of Palladium Fain Street, Ltd. a Texas limited
partnership, on behalf of said company.
Notary PubIic, State of Texas
[S'ignatures Pages Continue]
DEED RESTRICTIONS - HOME Page 48
Palladium Fain 5treet, Ltd.
IN WITNES� WHEREOF, Owner and the City have e�ecuted this document by duly
a�at�orized representatives, a11 on the date first written hereinabove.
CITY OF FORT WORTH
a Texas home rule municipalziy
F�rnando Costa, A�sistant City Manager
Da�e:
APPROVED AS TO FORM AND LEGALITY:
Jo Ann Pate Assistant City Attoxz�ey I�
STATE OF TEXAS �
COUNTY OF TARR A.NT §
This instrument was acknowledged before xxae on , 20_, by Fernando Costa, Assistant
City Manag�r of the City of Fort Worth, a Texas hoxne rule xnunicipality, on behalf of such
z�n.unzczpality.
Notary Public, State of Texas
DEED RESTRICTIONS - HOME Page 49
Pailadium F`ain 5treet, Ltd.
EXHISIT "A"
Legal Descriptio�
Tract I : ( Fee Simple }
Lot 2, Block 1, GREEN ACRES ADDITION NO. �, an addition �o the City o� Fort Worth, accordin� to
�he Map or Plat thereof r�core�ed ir� Clerk's File Na. D2�101108'�, Plat Records of Tarrant Caunty, Texas
Tracf 2: { Easement Estate )
Easement estate created in fl�a# certain Easement Encroachment License Agreement by and betvveen the
City of Fort Wortt� and Palladiuzn Fain Street Ltd., a Texas limited partnership, dated January 15, 20�1,
��ed January 20, �0�1, recorded in Clerk's File No. D22101630'i, Real Property Records, Tarxant
County, Texas.
HOME DEVELOPER R�NTAT� C�NTRA.CT — EXHIBITS REV. 02/1.1/2021
Palladium Fain Streef, Ltd.— Palladium Taizt Street Apartmenfs Page SU
HUll RIDER
This HUD RIDER is attached and made a part of the foregoir�g Deed Res#rictions to be effective as of February
18, 2021, by Palladium Fain Stxeef, Ltd. (`Borrower"} and Ciiy af Fort Worth ("Agency").
WHEREAS, Borrower has obtained financing from Regions Bank {"Lender"} for the bene�it of the
project known as Palladium Fain Street ("Project"), which loan is secured by a Multifamily Deed of Txust,
Assignment of Leases and Rents, and Security �greexn.ent ("Securrty Instrument"} dated as of Febr�ary 1, 2021,
to be recorded in Real Propexty Records of Tarrant County, Texas ("Records"} the same day these Deed
Restrictions are to be recorded, and insured by the United �tates Department of Housing and Urban Development
("HUD"};
WHEREAS, Borrower has received a loan of H�ME func�s from the Agency, which Agency is requiring
certair� restrictions regarding the use of HOME funds be recorded againsf the Projeci;
WHEREAS, HUD requires as a condition o� its insuring Lender's financing to the Project, t�at the lien
and covenants of the foregoing Deed Restrictions be subordinated to the lien., covenants, and enforcement o� the
Security Instrument; and
WHEREAS, the Agency has agreed to subordinate the Deed Restrictions io ihe Iien o� the Lender's loan
in acccrdance with fhe terms of thi� HCTD Rider.
NOW, THEREFORE, in consideration of the foregoing and far othex consideration the receipt a�d
sufficiency of �which are hereby acknowledged, -the parties k�ereby agree as follows:
(a} In the event of any conflict beiween any provision conta�ned elsewhere in the Deed
Resf�rictions and any pravxsion contained in this HUD Rider, �he provision contaxned in this HUD Rider
shall govern and be controlling xn all respect� as set forth �nore fuIly herein.
{b} The following terms shall have the following d�finitions:
"Code" zx�eans the Ir�ternal Revenue Code of 1986, as amended.
"HUD" means the United States Department of Housing and Urban Deve�opment.
"HUD Regulatory Agreement" means the Regulatoxy Agreement beiween Borrower ar�d HUD with respect to
the Project, as the sarne may be supplemented, amended or zxaodified �rom time to time.
"Lender" meaxas Regions Bank, its successors and assigns.
"Mortgage Loa�" means ihe mortgage loan made by Lender to the Borrower pu�rsuant to the
Mortgage Loan Doc�.unent� with respect to the Project.
"Mortgage Loan Doc�rnents" mean.s the Security Instrument, the HUD Regulatory Agreexnent and all ather
documents required by HUD or Lender in connection �ith the Mortgage Loan.
"National Housing Aet" zx�eans fhe National Housing Act of 1934, as amended.
"Pro�ram Ob�igations" has the meanang set forlh in the Security Znstrument.
"Residual Receipts" has th� meaning specified in the HUD Regulatory Agxee�ent.
HOME DEV�LOP�R RENTAL CONTRACT — EXHIBITS REV. 02/11/2021
Palladium Fain Street, Ltd.-- Pallad'rum �'ain Strcet Apartments Page Sl
"Sec�xrity Instrumen�" means ihe mortgage or deed o�trust from Borrower in favor ofLender, as fhe same may
be supplemented, amended or modified.
"Suz-plus Cash" has the meaning specified in the HUD Regulatary Agreement.
(c) Notwithstanding anything in the Deed Restxzctions ia the contrary, th� provisions hereof are
expressly subordinate to (i} the Mortgage Loan Documents, including without liznitation, the Security Instrument,
and (ii) Program Obligations (the Mortgage Loan Documents and Program Obligations axe collecizvely referred
to herein a� the "HUD Requiremen�s"). Sorro�rer cor�enanfis fihat it will not take or permit any action that would
result ir� a violation of the Cade, HUD Requiremen�s or Restrictive Covenanfs. In the event of any conflict
between the provisions of ihe Restrictive Covenants and the p�ovisions af the HUD Requirements, H[JD shall be
and remains entitled to enforce the HUD Requirements. Natwithstandzng the �oxegoing, nathing herein limits the
Agency's ability to enfarce the terms of the Deed Restrictions, provided such terms do no� conflzct w�th statutory
pxovzsions o� fihe National Housing Act or the regulations reIated thereto. The Borrower represents and war,ra�is
that to the best of Bor,rowez's Icnowledge the Deed Restrictions impose no terms or requirements ihat conflict
vvith the National Housing Act and related regu�ations.
(d) In the event o£forecIosure (or deed in lieu of foreclosure}, the Deed Restrictions (inc�uding without
lirrzrtation, a.ny and all Iand use cavenants and/or restrictions contained herein) sha11 automatically ter�x�inate.
(e) Borrower and the Agency ac�nowiedge that Borrower's failure to comply with the covenants
provided in the Deed Resirictions does not and shall not serve as a basis for default under the HUD Reqra�irements,
unless a default also arises under the H[JD Requirements.
(�} Except for the Agency's reporting requirement, in enforcing the Restrictive Covenants ihe Agency
will not file any claim agai�:�t the Pxoject, the Mortgage Loan proceeds, any reserve or de�osit required by HUD
in connection with the Security Insirumen1 or HUD Regulatary Agreement, or th� rents or other income from the
Project other than a claim against:
i. Available Surplus Cash, if the Borrower is a for-proft entity;
ii. AvaiIable distributions of S�rplus Cash and residual receipts authorized for release by HUD, if �he
Borrower is a Iizx�ited distribution entity; or
iii. Available residual receipts authoxized by HUD, if the Sorrower is a non-prof t entity. or
iv. A HUD-approved collateral assignmen.t of any HAP contract.
(g) For so long as the Mortigage Loan is outstanding, Borrower and Agency shall not fiirther amend
the Deed Restrictions, witln the exceptian of cl�rical errors or administrative correction of non�substantive matters,
without HUD's prior written consent.
(h} Subj ect to the HUD Regulatory Agreement, the Agency z�.aay xequire the Barrower to indemnify
and hold ihe Agency harml�ss �rom all loss, cost, damage and expense arising from az�y claixz� or proceeding
instituted against Agency relafing to the subordination and covenants set forth in the Deed Restrictions, provided,
ho�ever, that Borrower's oblzgatzon to indernnify and hold th� Agency harmless shalI be Ii�ited to available
Surplus Cash and/or residual receipts of the Bozxower.
(i) Intentionally D�ieted.
[Sigrxatures Pages Follow,J
HOM� DEVELOPEA RENTAL CONTRACT — EXHIBITS REV. 02/11/2021
Pafladium F�ain �treet, Ltd.— Palladivm Fain Street Apartments Page 52
BORROWER:
PALLAD�UM FAIN STREET, LTD.,
a Texas limited partnership
By: Palladiurn Fain Street GP, LLC,
a Texas limited liability corn�a�ty,
its genera� paxtner
By: PalIadium Fain Street GP Mgr, �nc.,
a Te�as cor�aration,
its co-manager
By:
Thomas E. Hufh, Pxesxdent
STATE OF TEXAS §
COUNTY OF TARRA.NT §
This instrument was ackno�nr�edged before me on , 20_, by Tho�x�as E. Huth, President of
Palladium Fain ,�treet GP Mgr. Inc, the Co-Manager of Palladium Fain Street GP, LLC , a Texas lizx�.ited lzabiliiy
company, General Partner o� PaIladium Fain Street, Ltd. a Te�as limited partnership, on behalf of said company
Nota�t-y Public, Sfate of Texas
AGENCY:
City of Fort Worth,
a Texa,s hoxne z�ule municipality
��
Fernando Costa, Assistant City Manager
STATE OF TEXAS §
COUNTY OF TAI2RANT §
Thzs instrument •c�vas acknowledged before me on _, 20_ by Fernando Costa, Assistanf City Manager of the
Ciiy of Fort Worth, a T�xas home rule municipality, on behalf of such znunicipaliiy.
No�ary PubIic, State of Texas
HOME DGVELOPER RENTAL CONTRACT —�XHIBITS REV. 42/11/202I
Palladium Fain Street, L#d.— Palladium Fain Street Apartments Page 53
E�HISIT "M"
VAWA FORMS
PALLADIUM FAIN STREET APARTMENTS
Notice of OccuPancy Rights u�der the Violence Against Women Act (Forna HUD-5380)
Model Emexgency Transfer Plan for Victims of Domes#ic Vxolence, Dating Violence, Sexual Assault, or
S�alkin� (Form HUll-5381)
Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Viole�ce, Se�uai Assauit,
or Stalkang (Form HUD�5383}
Certi�cation of Domestic Violence, Dating Violence, Sexual Assault, ar Stalking and Alternate
Documentation (Form HUD-5382)
Violence, Dating Violence or Sfalking Lease Addendum (Form HUD-91067)
Where permitted by �eder�.� reguIations, DeveIo�er may use i�s own foxms so Iong as they meet the
req�irernents of the VAWA and �ts accompanying reg�rlations. Developer is respo�sxble far ensuring that
the proper forms and required actio�s are taken in compIiance with VAWA and any applicable
regulations, anci acknowvledges that it is solely z-esponsible for using the appropriate forms as they rtxay lae
changed fronn time to time.
HOME DEV�LOPER RENTAL CONTRACT — EXHIBITS REV. 02/11/2021
�'alladiam Fain Street, Ltd.— Paltadium Fain Sfreet Apartmerrts Page 54
EXHXSXT ��1�"
HOME REQUIREMENT�
PALLADIUM FAIN STREET APARTMENTS
Capitalized terms not defined herein shall have meanings as�igned to ihem in the Contract.
Developer sha.11 ensure that the Property Manager receives a copy of the HOME Contract which enf'orces the
H4ME ReguIations. Be�ow is an outline of the HOME Requirements that the Property Manager will be
re�pansible for while managing the HOME Units in the pxoject. Some o�the Capitalized terms not defin�d herein
shall have rneanings assigned them in the HOME Contract.
i. Property Manager acknowledges thaf the project operates under the HOME Program's Section 504
xequirements. Accordingly, Property Manager shall exercise its commercially reasona�le efforts to take
ihe following steps to:
Comply witi� Section �04 requirements and other federal accessibility requixeznents. The project
must contain 7' Accessible Units. Of these � must be accessi�le to individuals with mobility
impairment, and 2 must be accessibl� to individuals wifh visual im�airments.
2. Property Manager wil� follow ihe procedures given by DeveIopex io xent HOME Units ta tenants who
ha�ve incomes at or below 8U% AMT; provided however, ihe first tenant to accupy a High H�ME U�it,
as defined in the HOME Contract, must lae a tenant whose annual income adjusted for family size doe�
not exceed fi0% of AMI.
3. Property Manager must manage the HOME Un'rCs as set forth in the chart below to ensure fhat they ar�
occu�ied by tenants ihat are ei�her High HOME Eligi�le Tenants or Low H�ME Eligible Tenants as
de�cribed in the chart. Of the 6 HOME Units, 4 must be HIGH HOME Units and 2 must be L�W HOME
Units. Th� Law�HOME U�its must be occupied by households earning ai or below �4% AML These very
low-income tenants must occupy HOME Units at or belovv the Low HOME Rent. The mix of bedroom
units for ihe HOME Unzts is sk�own on the chart below. The mix of beclrooms o� the HDME Units must
be proportional to the overa�l bedroox�a zxaix o�al� the units in the project. Property Manager must manag�
the HOME Units in accordance with the chart, the HOME Requizexnents and t�e guide�ines cantained in
the Managing �tentc�l Unit Mrx Under HOME published by HUD ai:
htt s://files.hudexchan e.infa/resources/documents/Mana in -Rental-Unit-Mix-Under�HOME. df.
Proposed Units
High HOME Un'rts
(4 total)*
Low HOME Units
�� +��..nX
I:�I��I�iff��MA'sl
64 ] -BR
3 ��SR
24 2-BR
I 2-BR
1 1-BR
12-BR
'�Tl�e H�ME TJnits may be designated as floating, if the HOME Units are com�arable to the non-
assisfed units in fhe proj�ct.
4. Property Manager must noti�y Deve�oper in writing within 30 days i� any HOME Unit is occupied by a
tenant who is not income eligible, or if any HOME Unit xemains vacant far rnore than 120 days.
S. The HOME Units are floating. When a"floating" unit is changed within ihe project, the newly designated
"floating" unii must be comparable ta the non�HOM� assisted units.
HOME DEVELOPER AENTAL CONTRACT — EXHIBTTS REV. 02/11/2021
Palladinm Fain StreeE, Ltd.—Palladium Farn Street Apartments �'age 55
6. �roperty Manager must charge the appropriate High HOME and Low IIOME renfs ancl not charge rents
in excess of the H4ME Program rents for any given year. These prograxxi xents change annually and City
will provide Developer a�d Property Manager �ovith updated HOME rent limits so that rents may be
adjusted (not to exceed the maxixxaux� HOME rent limits). For projects that have floating HOME Units,
per HUD regulations, changes may need to be znade where instanc�s oftenant's income either rises abave
ar falls below cer�ain thresholds. Property Manager should re�er to the M�naging Rental Unii Mix Uncler
HOME �ou�d at https://files.hude�chan�e.info/resout•ces/dociunez�ts/Maxzagin�-Rental-Unit-Mix-Under-
HOME.pdf for guidance. Properry Manager should retain necessary documentation to demonstrate that
each HOME Unit is occupied by an i�come-eligible t�nant. General rental housing records rz�usi lae kept
on-fil� for � years after the Affordability Pexiod, as defined in the HOME Contract, ends.
7. Before executing any �ease �or a HOME Unit, Property Manager rnust verify a11 new tenants' income
eligibiliiy u,sing the a�nuaI income definition in 24 CFR 5.649. �ncome documentatzon must be suf�icient
to show that a tenant is a HOME E�zgible Household. Tenant Documentation may include but is not limifed
to copies of paychecks, Social Secwrity and disability verification Ietters, interest or rental incoxne
statements, retirement income sfatements, child support a�d alimor�y verification, unemployment benef t
letters, and ihe like for initial te�ant income eligibility verificatzoz�s, and the tenant income verification
required evexy 6t�' year of the Af�ardability Period. Documentation for tenant income eligibility
verifications for other than t�e initial lease and the 6t1� year of the Affordability Pexiod shall be a City
approved income self-certification foxzn. Property Manager shall use the rnost current HUD Zncorne
Guidelines and Technical Guidance for Deterz�ining Incame and Allowances to determine tenant
eligzbility.
8. Property Mar�ager shall zxzazntain copies of Tenant Documentation and all tenant sel� certification forrns
as required under the HOME Contract.
9. �xoperty Manager shall submit for City approval a sample tenant l�ase prior to accepting tenant
applications. This sample lease �nust include:
a. Tenant must be given ai least 30 days r�vritten notice before rent increases zx�ay be implemented,
and 30 days written notice must be given notify'rng the tenani musi vacate the unzt.
b. The lease tenn far a HOME Unit must be for at least 1 year, unless the tenant and Property Manager
agree on a shorter tenn.
c. Tenant rents may not increase �ziil the original lease expires, or until i year aru�iversary of tenant
entering into the lease, whichever occurs f rst.
d. HUD publishe� the H�GH and LOW HOME rents annually, and Property Maz�ager should use the
numbers provided to calcula�e rents for the HOME Units.
e. Maxirz�uzxz allowable HOME rents must be reduced if the tenant pays utilities.
f. Tenant lease must inform ienant that iheir incorne will be reexarnined arui�ally, eiiher at the
anniversary of the initial income verification, or at Iease renewal.
g. Tenant lease must exp�icitly state that their rent may increase if the �enant zs placed in a HOME
Unit and at the iime of inconae recertification, their income increases above the requixed thre�holds.
10. Rents charged to tenants ar� subject to ihe HOME Regulations ai 24 CFR 92.252 (a) and (b). Under no
circumstanc�� may the naaximurn rental aYnounts charged to tenants of HOME Units exceed th� High
Home Rent minus monthly alIowances for utilities and services (excluding telephone) established by
HUD. Property Manager agrees to abide by HUD-approved schedules of HOME rent levels and local�y
adopied utility allowances pubiished by the local hausing authority. Property Manager should keep
records that ir�c�ude documentation to back up rent levels and utiIzty allowances.
HOME DEVELOPER RENTAL CONTRACT — EXHTBTTS REV. 02/11/2021
Palladium Fain Street, Ltd.-- Palladium Fain Street Apartments Page 56
11. Prop�riy Manager fnust have a tenant selection policy which provides for:
a. The selection o� tenants from a written waiting list in the chranolagical order o� their application,
insofar as is practicable;
b. The prompt wriiten notifcation ta any reject�d applicant providing �he grounds for such re�ection;
an.d bx-ling�aal leasing and managem.en.t asszstance.
c. Ensure thai holders o� rental assistance su�asidies (such as HUD's Housing Choice Voucher or
similar subsidy} are not excluded fram renting a unit in the Required I�xapxovements.
d. The tenant selection policy must address non-discrizx�.ination and affirmative marketing per �ederal
g�idelines.
e. Market accessible units i� the following order:
1. Market within the pxoperty to p�r�ons requiring an accessible u�nit.
2. Refexence waiting list to check for pexsons requiring accessible unit.
3. Market to general cozx�zx�unity for p�rsons requiring accessible unit.
4. Markei io persons that do not require accesszble unit.
The tenant selection policy must address managing HOME Unit mix under HOME AeguIations. The
tenant seleciion palicy must comply with state and lacal t�nant/landlord laws.
Property Manager shall adopt affirmative marketing procedures and requirements for the HOME Units.
The procedures a�d requireznents must include methods for inforzx�ing the public, owners and potentia,i
tenants about fair housing laws and palicies so as to ensure ihat all individuals, wifhout regard for sex,
age, race, colar, creed, naiionality, natio�al origin, religion, handicap status, disability, familial staius,
sexual orientation, g�nder identity, gender expxession or transgender, are given az� equai opportunity to
participate in the project. The procedures and requixexnents must also inciude the designaiion of an
individual that will be responsible for marketing the projeci and estabiishing a clear application screening
plan and the maintenance o� documentation and records io eviden.ce affirmative marketing procedures
have been implemenied. City shall have no responsibility with regard io affirmative marketing of the
proj ect. Afrf rmative markeiing proceduxes shall be submitted to City for approvaI pxior to implementaiion.
12. Property Manager shall ahide by all federal non�discrixxainaizon and fair ho�sing laws.
13. Pzoperty Manager understands a�d agrees that it �ovill be subject to monztoring by City for compliance with
the HOME Regulations for the duration of �he 20-year Affordability Pexzocl.. Property Manager will
provide reports and access to project files as xequested by City during the Affoxdabxlity Period and for �
years after the end o� the Affordability Period, and will xneet a11 the reporting requirerxaents set ouf in the
HOME Contract. These xequirements shaIl survive the early te�nination or expiration of the HOME
Contxact. City shall have access at all reasonable haurs to the Property Manager's offices and records
dealing with the HOME Units, and zts officers, directors, agents, emplayees, and contractors for the
purpose of such monitoring.
HOME D�VELOPER RENTAL CONTRACT — EXHIBITS ItEV. 02/ll/2U2]
Palladinm Fain Street, Lfd.— Yalladiunra �'ain Street Apartmenfs Page 57
City of �ort Worth,
���Qf �f�d
Texas
Coun�il Conlr�unicatio�
DATE: 09/15/20 M8RC FILE NUMBER: M&C 20-0658
LOG NAFWE: 'I9PALLAQIUM FAIiV S7R�ET APARTMENi'S
SUBJECT
(CD 4) Authorize Ci�ange in Use and �xpenditure of hIOME Investments Parinerships Prograrn Grant �'unds in tha Amount of $8QD,OD0.00 in tf�e
Form of a Subordinate Laan for the Development of ti�e Palladiurr� Fain Stre�t Apartments Lacated at 400'! Fain Street, Aufhorize t�e �xecufion
of Related Contracts, Authorize Substantial Amendrr��nis to the City' s 2016-209 7, 20'E 7-2018, and 201$-2019 Ac#ion Plans and Substitution of
Funding Years, and Appro�e Wai�er of [nfrastructure P�an Re�iew Center Plan Review Fees
RECOMMEI�DATION;
It is recommended that the City CounciL
3.
4.
7.
S.
9.
Authorize a change in use and expenditure of $800,000.00 in HOME In�estments Partnerships Program grant funds forthe de�efapment of
the Palladium Fain Sfre�t Apartments lacated at 4001 Fain Street, contingent u�on successf�al com}�letion of the federal public comment
period;
Autnonze the City Manager or his designee to execut� a contract with Palladium Fain Street, Ltd. for NOME Investments Partnerships
Program grant funds in th� fotal amount of $80q000.00 in t�e form of a subordinate loan for the d�velopment for a two-year term beginning
on the date of execution of the contrac#;
Authorize the City Manager or his designee to execute alI other related contracts or documents necessary for lending actiuiti�s;
Authorize fhe Ci#y Manager ar his designee to �xtend the cantract for fhe HOME ln�estmen#s Rarinerships Prograrrt grant funds for two one-
year e3cter�sions if such extensions are necessary for completion of the projeci, and to �:xtend the other contracts for lending acti�ities as
necessary for t�e development of the project;
Aut�arize the City Manager or h�s designee to am�:nd the contracts if necessary to achieve project goals provided that the amendmenis are
within the scope o#the project and in compliance with Cify policies and applicable �aws and regulaiions gov�rning the use of federal funcls;
Authoriz� Substantial Amendmen#s to the City's 2016-2047, 20� 7-2018, and 2�9 8-2019 Action Plans; contingent �pon successful
completion of the federa[ public comment periods;
Authorize the subsfitu#ion af current and prior tunding years in order to meet commitment, disbursement and expendiiure deadlines for grant
f�nds from ihe United States bepartment of Housing and Urban Develapment;
Appro�e the waiver of Infrastruciure Plan Review Center pfan re�iew fees estimatecE at $2,184.00; and,
Find that the waiver of such fees serves to carry out the puE�lic purpose of pro�iding quality, accessible, afFordable housing for low- ar�d
mederafe-income households, and thai adequate controls are in place to carry out such pubfic p�rpose.
DISCUSSION:
On February 20, 2020, the Ciiy Counci! appro�ed Resolutian I�o. 59 90-02�2020 supporting the application of Pal[adium Fain Streef, Ltd. ta tne
Texas Department of Housing and Cammunity Affairs {iDHCA} far 2020 Compe#itive {9%) Housing Tax Credits for the de�elopment of the
PaEfadium Fain Street Apartments, a new 90-unit mixed income rr►uftifami]y complex loca#ed af 4p01 Fain Street {M&C 20-0083). The
de�elopment recei�ed an awarc! of tax credits from TDHCA in July 2020.
The Neighborhood Services Department issued a Natice pf Funding Availability (2020 NOFA} forthe deve[opment or rehabilitat�on of affordable
housing. The Community Deve]opment Council at its May 6, 2020 meeting approved staff's recommendation of an award of $8Q0,000.00 of
Community Deveiopment Block Grant (CbBG) funds to Palladium Fain Street, L#d, (Palladium) fior tha de�elopment of the Palladium Fai� Street
Apartments. On August 4, 2020, the City Council approved the City's 2�2Q-2021 Action I�lan for submission to the United Sfaies Department af
Housing and Urban Developmen# {HUDj, wf�ich included CDBG funds for the development.
Due to CDBG regulatory constraints, the City now needs to substitute MOME [n�estment Parinerships Program {H�M�} funds forthe CDBG
funds awarded ta Palladium. Of the $80�,000.00 in HOME funds needed, �244,QOO.Op will come from unprogrammed HOME funds. Previously
$556,000.00 in HOME funds had been dedicated to t�e rehabilitation of the Manitoba Apartments. Howe�er, t�ese funds were not used, sa they
are a�aiEable for the Palladium Fain Street Apartm�nts.
Staff recommends execution of a contract with I'alladium Fain Street, Ltd. for a subordinate loan of HOME funds in the arnount of $S�D,000.00
based on t�e tollowing terms and conditions:
Loan 7erms:
1. Loan ierm to commence on execution of the laan documenfs and matures upon payment in full of t�e first lien loan (c�rrently a HUD-fnsured
221 {d)(4) loan with a term of 40 years after construction period). The WOM� Loan wil� nof be paid before the 221(d)(4} loan is paid;
2. Interesi rafe of one percent. Annual payments of principa! and interest fo commence 12 months after conversion (or wY�en full payments of
principal and interest commence on the 221(cE)(4) loan);
3. Repayrr�ent of HOME funds to be made from 50% of Surplus Cash as defined in the first lien loan documents based on a 40-year
amortization scF�edule:
4. Designate HOME-assisted units according to tha HOME regulations with a 20-year AfFordability Period; and
5. Payment of fhe HOME funds and performance of the HOME requirements to be secured 6y a Deed of Trust and HOME Deed Restrictions
through the AfiFordability Period. Deect of irust to cantinue to secure paymenf fhraughout the remaining loan term afier the expirafion of the
Affordability Period.
This expendifure of HOME funds is conditioned upon the followina•
1. Satisfactory und�rwriting in accordance with HUD guidance for use af HOME funds and City policies;
2. Compfiance with all HOME requirements contained in 24 CFR Part 92 et seg;
3. Equiiy, construction and permanenf financin� acceptable #o City;
4. Satisfactory completion of 24 CF'R Part 58 environrr�ental review;
5. Receipt of authorization to use grani funds fram HUD; and
6. Cfosing on equity and all other financing for the developmen#.
Fee Wai�ers:
After consultation with the De�efo�rn�nt Seivices DeparErnent, stafF requests the waiver of Infrastructure Plan Re�iew Center (IPRC} plan review
fees, estimated at $2,184A0. Palladium previously recei�ed othar fee waivers but waiver of these specific fees was not induded (M&C 2p-0083).
The wai�er of the iPRC fees wilf assist in facilitating the gaals of the City's Comprehensive Plan and Annual Action Plan. Adequate controls will
be in pface to ensure the benefiit to fhe puE�iic of providing quali#y, accessible, affardable housing to low- and moderate-income City citizens
throug� the City's HOME confract with Palfadi�m and secured by the beed of Trust and ofher loan documents to be filed of record on t�e
development's proper[y for the City's HOME loan, as w�ll as the Land Use �2estriction Agreement to be fled by TbHCA which secures the
requirements af the tax credit award.
The Action Plan funding years selected may vary and be s�bsfituted in order to expend oldest granf funds first. A pub�ic notice was published on
August 23, 2020 in the Fort Worth Star Telegram informing the p�hlic about the change in use of HOM� funds and the sudstitution of HOME
funds for the $800,000.00 af CpBG funds origina�fy awarded for the Palladium Fain Street Apartments. A public comment period was held from
August 24, 2020 fo Se}atemE�er 22, 2020. Any comments are maintained by the Neighborhaod Services aeparErr3ent.
The project is focated in Council D�stri�t 4, Mapsco Gr�d: S4iV.
FiSCAL INFORfUiATf01� 1 CERTIFICATfON:
7he Direc#or of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Grants Operating
Federal Fund to support the approval of ihe above recommendations and award of fhe contracts. Prior to an expendiiure being incurred, the
Neighborhood Services Depariment has the r�sponsibifity to �alidate the availability of funds. This is a reimbursement grant.
Submitted for Ci Mar�a er's OfiFce b: Fernando Costa 6122
Orginating Business Unit Fiead; VictorTumer 8987
Add�tional Information Contact: Chac! LaRoque 266'1