HomeMy WebLinkAboutContract 56159CITY SECRE7'ARY �
�4�VTRACT M0. I
sTaT� or TExas
COUNTY OF TARRANT
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This conti•act ("Contract") is inade and entered into by and between the City of Fort Worth
(hereafter "City") and Fort Worth Affordability, Inc. (hereaftet• "FWAI"), a Texas nonprofit
corporation. City and FWAI may be referred to individually as a"Party" and jointly as "the
Parties".
The Parties state as follows:
WHEREAS, City has t•eceived a grant fi•om the United States Depai�tment of Housing and
Urban Development through the HOME Investment Partnerships Program, Catalog of Federal
Domestic Assistance No. 14.239, with which City desires to proinote activities that expand the
supply of affordable housing and the development of partnerships among City, local governments,
local lenders, private industry and neighborhood-based nonprofit housing organizations;
WHEREAS, the primaiy purpose of the HOME program pursuant to the HOME
Investment Partneiships Act at Title II of the Cranston Gonzales National Affordable Housing Act
of 1990, as amended, 42 U.S.C. 12701 et sec�. and the HOME Investment Partnerships Program
Final Rule, as amended, 24 CFR Pai�t 92 et seq., is to benefit low and moderate incoine individuals
and families by providing them with affordable housing;
WHEREAS, the City of Fort Worth and the Housing Authority of the City of Fort Worth
doing business as Fort Worth Housing Solutions ("FWHS") were co-applicants for a federal
Choice Neighborhood Initiatives ("CNI") grant;
WHEREAS, The City and FWHS were awarded a$35 million CNI grant in spring of 2020
to be used over six phases of development through 2026;
WHEREAS, as part of the first phase of development, FWHS proposes building a 174-unit
affordable senior development to be known as the Cowan Place Apartments and will use a portion
of the CNI grant funds among various other funding sources;
WHEREAS, FWAI is an instrumentality of FWHS and operates as a Texas nonprofit
corporation with a purpose of assisting with the creation, development, and rehabilitation of
affordable, decent, and safe housing in Fort Worth;
WHEREAS, due to tax considerations, FWAI has asked to be the recipient of any loan
funds from the City instead of FW Cowan Place, LP;
WHEREAS, FWAI proposes to use HOME funds for the development, construction and
operation of the Cowan Place Apartments, an eligible project under the HOME Regulations,
whereby FWAI will (1) receive the funds from the City in the form of a forgivable loan, (2) loan
funds to FW Cowan Place, LP, a Texas limited pat�tnership, ("Developer•"), (3) assign the loan
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments
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documents between FWAI and Developer to the City to collateralize the City's loan, and (4) assign
the HOME and City obligations to Deveioper;
WHEIZEAS, Developer is a Texas limited partnership consisting of FW Cowan Place GP,
LLC a Texas limited liability company, with FWAI as its soie member, as General Pat•tnei; FW
Rosedale MBS SLP, Inc., a Missouri Corporation, as Special Limited Partner; and a Limited
Partner ("Investor").
WHEREAS, Developer has received an award of 2021 Non-Competitive (4%) Housing
Tax Credits from the Texas Department of Housing and Community Affairs for a portion of the
costs of the development of the project to be commonly known as the Cowan Place Apartments;
and,
WHEREAS, City residents and the City Council have deteimined that the development of
quality, accessible, affordable housing is needed for moderate, low, and veiy low-income City
residents.
NOW, THEREFORE, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms
and conditions hereinafter stated, the Parties understand and agree as follows:
1. INCORPORATION OF RECITALS.
City and FWAI hereby agree that the recitals set forth above are true and cot•rect and form
the basis upon which the Pat�ties have entered into this Contract.
2. DEFINITIONS.
In addition to terms de�ned in the body of this Contt•act, the following terms shall have the
de�nitions ascribed to them as follows:
Accessible Units means units accessible to handicapped tenants. Developer must comply with
Section 504 requit•ements and all other applicable Federal accessibility requirements.
The Required Improvements must contain 13Accessible Units. Of these 13 units, 9 must
be accessible to individuals with mobility impairments, and the other 4 must be accessible
to individuals with visual or hearing impairments.
Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National
Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq.
Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit published
annually by HUD, with adjustment for the bedroom size of the housing unit as more particularly
described on Exhibit "A" — Project Summary.
Affordability Period means the period of time that HOME Units must be leased to HOME
Eligible Households for Affordable Rent.
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The Affordability Pel•iod for this project is 20 years. The Affordability Period begins on
the date that the project status is changed to "complete" in IDIS.
Affordability Requirements means the HOME Units remain occupied by HOME Eligible
Househoids paying Affordable Rent throughout the Affordability Period in accor•dance with the
terms of this Contract and the HOME Regulations.
Area Median Income or AMI means the median family income for the Fort Worth-Arlington
metropolitan statistical area as set annually by HUD.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diveisity
Ordinance, Ordinance No. 24534-1 1-2020, as may be amended fi�om time to time.
Complete Documentation means the following documentation as applicable:
1. Attachments I and II of Exhibit "F", with supporting documentation as follows:
a. Proof of expense: invoices, leases, service contracts, expenses based on work
completed and costs actually incurred or other documentation showing the nature
of the cost and that payment is due Developer.
b. Proof of payment: cancelled checics, bank statements, or wire transfers necessaiy
to demonstrate that amounts due by Developer were actualiy paid by Developer.
2. Other documentation: (i) finai lien releases signed by the general contractor or
subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass"
inspections for such worlc; (iii) documentation to show compliance with BDE or DBE
bidding process for procurement or Contract activities, as applicable; (iv) proof of
contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any
other documents or records reasonably necessary to verify costs spent for the project.
3. Complete Documentation shall meet the standards described in Exhibit "J" — Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD
Compliance Inspection Repot-t and any other applicable �nal inspection approval from the City
showing that the Requit•ed Improvements have met City and HOME standards.
Completion Deadline means August 31, 2023.
Conversion means the earlier of (i) the date the project's construction financing convei�ts to
permanent financing and begins principal amortization, or (ii) September 14, 2023.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
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Deed Restrictions means the recorded deed restriction, covenant running with the land, or
agreement restricting the use of the Property, which imposes the Affordability Requirements
beginning after project completion as required by 24 CFR Part 92.252(e)(1) which will give the
City the right to require specific performance, among other enforcement rights. The Parties agree
to the use of the Deed Restriction in substantiaily the same for•m attached as Exhibit "L" — Deed
Restriction.
Developer Deed of Trust means any deed of trust fi•om Developer to FWAI securing a loan or
performance made using the City's HOME Funds and covering the Property and securing the
indebtedness evidenced therein and Developer's performance of the requirements of the Developer
Loan and the HOME Regulations, as the same may be extended, amended, restated, supplemented
or otherwise modified. The Parties agree that the Developer Deed of Trust must be approved by
City in both form and substance.
Developer Loan means the HOME Funds provided to FW Cowan Place, LP, by FWAI for the
development of the project.
Developer Loan Agreement means any agreement in the amount of the HOME Funds executed
by Developer and FWAI setting out the terms and conditions governing the loan between the same
using the HOME Funds, which shail assign all obligations and t•equirements of this Contract to
FW Cowan Place, LP except as explicitiy stated otherwise, and as may be extended, amended,
restated, supplemented or otherwise modi�ed. The Parties agree that the Developer Loan
Agreement must be approved by City in both form and substance.
Developer Loan Documents means security instruments which FWAI and Developer have
executed and have been assigned to City including without limitation, portions of the Developer
Loan Agreement, the Developer Promissory Note, and the Developer Deed of Trust or any other
similar security instruments evidencing, securing or guaranteeing City's interest in the Required
Improvements constructed under using funds provided under this Contract and further evidencing,
securing, or guaranteeing FWAI's and/or Developer's performance of all City and federal
requirements, including the Affordability Requirements during the Affordability Period, as the
same may from time to time be extended, amended, restated, supplemented or otherwise modified.
Developer Promissory Note means any note in the amount of the HOME Funds executed by
Developer payable to the order of FWAI, as the same may be extended, amended, restated,
supplemented or otherwise modified. The Parties agree that the Developer Promissory Note must
be approved by City in both form and substance.
Director means the Director of the City's Neighborhood Services Department.
Effective Date means the date of this Contract is fully executed by the Parties as shown by the
date written under their respective signatures.
Ground Lease means the lease agreement for the Propet•ty executed between Cavile Public
Facility Corpot•ation as lessor and Developet• as lessee, as amended or modified from time to time.
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High HOME Unit means a unit that must be leased to High HOME Eligible Tenant for High
HOME Rent. High HOME Units can float among units that at•e materially similar in number of
bedrooms, square footage, and amenities; however, if the units are not materially similar, then the
High HOME units must be fixed.
This project contains 0 High HOME Units.
High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High HOME
Unit, a tenant whose annual income adjusted for family size does not exceed 60'% of AMI, and
(ii) for a tenant who is not the first to occupy a High HOME Unit, a tenant whose annual income
adjusted for family size does not exceed 80% of AMI. Tenant income must be verified using the
most current HUD Incoine Guidelines and Technical Guidance for Determining Income and
Allowances subject to the income verification requirements of Section 7.2.
High HOME Rent means a rent amount that is the lesser of (i) the HUD-established Fair Marlcet
Rent for existing comparable housing units in the area, or (ii) 30% of the adjusted income of a
family whose annual income equals 65% of AMI with adjustment for the bedroom size of the
housing unit. High Home Rent may not exceed the maximum rent limitations set by HUD minus
utility allowances as more particularly described in Section 7.5.4.
HOME means the HOME Investinent Partnerships Program.
HOME Eligible Household means a househoid whose annual income adjusted for family size
does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical
Guidance for Determining Income and Ailowances. The de�nition of annual income to determine
tenant income eligibility shall be the definition at 24 CFR Pai�t 5.609, as amended from time to
time.
HOME Funds means the HOME Program grant funds supplied by City to FWAI under the
terms of this Contt•act.
HOME Regulations means the HOME Investment Partnerships Program Final Rule at 24 CFR
Part 92 et sec�.
HOME Unit means a housing unit subject to the HOME Regulations leased to a HOME Eligible
Household at Affordable Rent for the duration of the Affordability Period as further described in
Exhibit "A" — Project Summary. The HOME Units can be designated as either High and/or
Low HOME units. The HOME Units are floating.
This project contains 4 Home Units. Of these HOME Units, 3 at•e one-bedroom units and
1 are two-bedroom units.
Housing Tax Credits means the federal housing tax credits allocated by the Texas Department of
Housing and Community Affairs under Section 42(h) of the Internai Revenue Code of 1986, as
amended.
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HUD means the United States Department of Housing and Urban Development.
IDIS means Integrated Disbursement Information System, HUD's project tracking system.
Investor means the lilnited partner of Developer, and any successors and assigns.
Loan means the HOME Funds provided to FWAI by City for the purpose of FWAI loaning the
funds to FW Cowan Place, LP, under the terms of this Contract as more particularly described in
the Loan Documents.
Loan Documents means security instt•uments which FWAI, Developer or any other party has
executed and delivered to City including without iimitation, the City's Promissory Note with
FWAI, or any other similar security instruments evidencing, securing or guaranteeing City's
interest and further evidencing, securing, oi� guaranteeing FWAI's performance of all City and
federal requirements, including the Affordability Requii•ements during the Affordability Pet�iod, as
the same may ft•om time to time be extended, amended, restated, supplemented or otherwise
modified.
Low HOME Eligible Tenant means a tenant whose annual income adjusted for family size does
not exceed 50% of AMI set by HUD. Tenant incoine must be verified using the most current
HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject
to Section 7.2 of this Contract.
Low HOME Rent means a rent amount that is no more than 30% of the annual income of a family
at 50% of AMI adjusted for family size. Low Home Rent may not exceed the maximum rent
limitations established by HUD minus utility allowances as more particularly described in Section
7.5.4.
Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant for Low
HOME Rent. Low HOME Units can float among units that are materially similar in number of
bedrooms, square footage, and amenities; however, if the units are not materially similar, then the
Low HOME units must be �xed. If there are more than 5 HOME Units, then 20% of the total
HOME units must be designated as Low.
This pr•oject contains 4 Low HOME Units. Of these Low HOME Units, 3 are one-bedroom
units and 1 is a two-bedroom unit.
Neighborhood Services Department means the City's Neighborhood Services Department.
Permanent Supportive Housing Program ot• PSH Program means the combination of dedicated
PSH Units and the accompanying supportive services provided by the Supportive Services
Provider to the tenants of the PSH Units.
Permanent Supportive Housing Tenant means a tenant of the PSH Units.
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Permanent Supportive Housing Unit or PSH Unit means a housing unit for which supportive
services are pr•ovided to assist hoineless persons with disabilities to live independently. This
project contains 9 PSH Units.
Plans means the plans and speci�cations related to the Required Improvements prepared by the
Developer's architect which have been delivered to and then reviewed and approved by City on or
before the Effective Date, and any and all amendments thereto approved by City.
Project Stabilization means issuance of a final certificate of occupancy for the Project and ninety
percent (90%) of the Project's units leased up by tenants.
Promissory Note means any note in the amount of the HOME Funds executed by FWAI payable
to the order of City, as the same may be extended, amended, restated, supplemented or otherwise
modified. The Parties agree to the use of a Promissory Note in substantially the same form 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 Ground Lease, the Developer Deed of Trust and
the Deed Restrictions.
Required Improvements or the project means all the improvements for a 174-unit affordable
muitifamily rental housing project for seniols age 55 years and older to be constr•ucted on the
Property, together with all fixtures, tenant improvements and appurtenances now or later to be
located on the Property and/or in such improvements. The Required Improvements are commonly
known as the Cowan Place Apartments. The current address for the project is 5400 East Rosedale
Street, Fort Worth, Texas 76105.
Reimbursement Request means all reports and other documentation described in Section 10
submitted by FWAI to City.
Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of
1973 to provide accessible housing to peisons with disabilities. Section 504 requires that 5% of
the units (but not less than 1 unit) in a newly constructed multifamily project must be accessible
to individuals with mobility impairments, and an additional 2% of the units (but not less than 1
unit) must be accessible to individuals with sensory impairments.
Special Limited Partner means FW Rosedale MBS SLP, Inc., and any Person who becomes a
Substitute Special Limited Partner as provided herein, in each such Person's capacity as special
limited partner.
Subordination Agreement means the Subordination Agreement among Developer's construction
and permanent financing lenders, Developer, and FWAI outlining the relative priot•ities of the
construction and permanent loans and the City's Loan for the project. The Parties agree that the
Subordination Agreement regarding the HOME funds must be approved by City in both form and
substance.
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TDHCA means the Texas Depal•tment of Housing and Community Affairs.
Tenant Documentation means any documentation allowed under the definition of annual income
in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible Household.
Documentation may include but is not Iimited to copies of paychecics, Social Security and
disability veriiication letters, interest or rental income statements, retirement income statements,
child support and alimony verification, unemployment benefit letters, and the lilce for initial tenant
income eligibility verifications, and the tenant incame verification required every 6'" year of the
Affordability Period. Documentation for tenant income eligibility veri�cations for other than the
initial lease and the 6t�' year of the Affordability Period shall be a City-approved income self-
certification form.
3. TERM AND EXTENSION.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and ends 40 years after Project
Stabilization occurs, unless earlier terminated as provided in this Contract. All provisions relating
to completion of the Required Improvements terminate in 3 years unless earlier terminated as
provided in this Contract or extended as provided in Section 3.2. All provisions relating to the
HOME Program, the HOME Regulations and the HOME Units shall remain in full force and effect
until the end of the Affordability Period.
3.2 Extension of Contract.
This provisions in this Contract relating to completion of the Required Improvements may
be extended for 2 one-year extensions upon FWAI's submitting a request for an extension in
writing at least 60 days prior to the end of the initial3 year period described in Section 3.1, or the
end of the first one-year extension. The first one-year extension request shall be granted upon the
written request of FWAI. The second one-year extension request shall include the reasons for the
extension, Developer's anticipated budget, construction schedule and goals for the additional time.
It is specifically understood that it is within City's reasonable discretion whether to approve or
deny FWAI's request for a second one-year extension to complete the Required Improvements.
Any such extension shall be in the form of an amendment to this Contract. It shall be an event of
default under this contract if the Required Improvements are not completed within the time period
required herein, including any extensions.
3.3 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and ends 40 years
aftet• Pt•oject Stabilization, so long as the ter•ms and conditions of this Contract and the Loan
Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide HOME Funds.
City shall provide up to $500,000.00 of HOME Funds to FWAI in the form of the Loan for
the purpose of the HOME Funds being loaned to FW Cowan Place, LP by FWAI to fund part of
the construction of the Required Improvements, under the terms and conditions of this Contract
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and the Loan Documents. FWAI shall simultaneously loan the HOME funds provided through
this Contract to Developer and shall assign the Developer Loan Documents to the City in order to
collateralize the City's Loan to FWAI. City shall have the right to approve all Developer Loan
Documents in both form and substance to ensure that Developet• shall be required to comply with
all City and Federal requirements and obligations.
4.2 City Will Monitor.
City will monitor the activities and performance of Developer• and any of its contractoi•s,
subcontractors or vendors throughout the Affot•dability Period, but no less than annually as
required by 24 CFR Part 92.504.
5. DUTIES AND RESPONSIBILITIES OF FWAI AND DEVELOPER.
FWAI shall require in its Developer Loan Documents that the Developer consents
to, complies with, and agrees to the following:
5.1 Construction of Required Improvements.
Developer shall complete the construction of the Required Improvements as described in
Exhibit "A" — Project Summary in accordance with the Plans, the schedule set forth in �xhibit
"C" - Construction and Reimbursement Schedule, and the tet•ms and conditions of this
Contt�act.
5.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
Developer shail submit any written cost estimates, construction contracts and construction
documents (collectively, the "Construction Documents") to FWAI, which will then forward to
City to show the work to be undertaken for the Required Improvements in sufficient detail that
City can perform all required inspections in accordance with 24 CFR Part 92.251 (a)(2)(iv). City
shall review and approve written cost estimates for the construction of the Required Improvements
to deterinine that such costs are reasonable prior to the commencement of construction. In the
event City in its reasonable disct•etion determines that such costs are unreasonable, Developer shail
revise said costs estimates to City's satisfaction.
5.2 Use of HOME Funds.
5.2.1 Costs in Compliance with HOME Re�ulations and Contract.
FWAI and Developer agree that Developer shall be reimbursed for eligible project costs
with HOME Funds only if City determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with the HOME
Regulations.
5.2.1.2 Costs comply with the requirements of the HOME program and as
otherwise listed in this Contract and ai°e reasonable and consistent with
industry norms.
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5.2.1.3 Complete Documentation, as applicable, is submitted by Developer.
5.2.2 Bud�et•
FWAI agrees and shall require that Developer agrees that the HOME Funds will be paid
on a reimbursement basis in accordance with Exhibit "B" - Budget and Exhibit "C" -
Construction and Reimbursement Schedule. FWAI and Developer may increase or decrease
line item amounts in the HOME Funds Budget with the Director's prior written approval, which
approval shall be in the Director's sole discretion. Any such increase or decrease in line items in
the Budget shall comply with Section 5.2.1, �xhibit "A — Project Summaiy, and shall not
increase the total amount of HOME Funds.
5.2.3 Chan�e in Bud�et.
5.2.3.1 FWAI or Developer will notify City promptly of any additional funds it
receives for construction of the project, and City reserves the right to
amend this Contract in such instances to ensure compliance with HUD
reguiations governing cost ailocation.
5.2.3.2 FWAI agrees and shall ensut•e that Developer agrees to utilize the
HOME Funds to supplement rather than supplant funds otherwise
availabie for the project.
5.3 Pavment of HOME Funds to FWAI.
HOME Funds will be disbursed to FWAI to be paid to Developer within ten (10) days of
the City's approval of FWAI's Reimbursement Requests, including submission of Complete
Documentation to City in compliance with Section 10. FWAI must provide complete
documentation to support the reimbursement request; howevet•, it is understood that portions of
FWAI's Complete Documentation may come fi�om Developer. As more particularly described in
the HOME Funds Budget and in Exhibit "C" - Construction and Reimbursement Schedule,
City will hold back $50,000.00 of the HOME Funds until City verifies that all HOME Units have
been leased to HOME Eligible Households. It is expressly agreed by the Parties that any HOME
Funds not reimbursed to FWAI shall remain with City.
5.4 Identifv Proiect Expenses Paid with HOME Funds.
FWAI agrees and shall require that Developer agrees to keep accounts and records in such
a manner that City may readily identify and account for project expenses reimbuised with HOME
Funds. These records shall be made available to City for audit purposes and shall be retained as
required hereunder.
5.5 Acknowled�ement of City Payment of HOME Funds.
Within 90 days of Completion, FWAI shall sign an acknowledgement that City has paid
all HOME Funds due under this Contract, or shall deliver a document executed by an officer of
FWAI identifying all or any portion of the HOME Funds that City has not been paid to FWAI.
Once City has met all of its obligations for payment of HOME Funds hereunder, an officer of
FWAI shall sign an acknowledgement of same.
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5.6. Security for Citv's Interest and Developer's Performance.
To secure City's interest in the Required Improvements and the performance of
Developer's obligations under the Developer Loan and hereunder, Developer shall execute the
Deed Restriction and the Developer Loan Documents; the Deed Restrictions and Developer Deed
of Trust must be recorded in lien priority agreed to by City at the earlier of (i) the acquisition of
the Property, or (ii) the closing of Developer's construction loan, and the Developer Loan
Documents must simultaneously be assigned to the City fi•om FWAI. No HOME Funds will be
paid or reimbursed until the Developer Deed of Trust and the Deed Restriction are recot•ded and
the Developer Loan Documents are collaterally assigned to the City. The City's interest in
preserving the affordability of the HOME Units, in accordance with the requirements of the HOME
Regulations, wili be secured by the Deed Restriction, and will be additionally secured by the
Declaration of Land Use Restrictive Covenants ("LURA") established and enforced by TDHCA
for the Housing Tax Credits. The TDHCA's LURA shall restrict the project and Property to certain
occupancy and rent requirements for a period of 40 years.
5.6.1 Loan Terms and Conditions.
5.6.1.1 Developer wili be required to:
5.6.1.1.1 Execute and deliver the Deed Restriction, the Developer Promissory Note
and Developer Deed of Trust along with any other Loan Documents required by
FWAI or City.
5.6.1.2 FWAI ot• an assignee will be required to:
5.6.1.2.1 Provide City with a Mortgagee's Policy of title insurance in the amount
of the Loan either through direct policy or an assignment or ensure that
City is considered a successor in interest to the policy issued in favor of
FWAI.
5.6.1.2.2 Pay all costs associated with closing the Loan.
5.6.1.2.3 Provide City with an estimated seitlement statement fi�om the title
company at Ieast 3 Business Days before closing.
5.6.1.2.4 Ensure FWAI's lien is subordinate only to the permitted exceptions
shown on the Mortgagee's Policy of title insurance. City must approve
in writing any secured financing for the project that is to be subordinate
to the Loan. City hereby approves the following loans to the Developer
that are subordinate to the Loan: The $360,000 UDAG loan from FWAI
to Developer, the $500,000 loan fi�om Cavile Public Facility
Corporation to Deveioper and the $750,000 CDBG loan from FWAI to
Developer.
5.6.1.2.5 Ensure the term of the Developer Loan is as specified in Section 3.3.
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5.6.1.2.6 The Loan shall bear no interest and shall be forgiven at the end of the
Loan Term so long as (i)FWAI has not received any repaylnent fi�om
Developer on the Developer Loan or in the event FWAI has received
payment fi�om Developer on the Developer Loan, FWAI has remitted
the full amount of such payment to City, and (ii) FWAI and Developer
have complied with all City requirements, state and federal laws, all
federal regulations, including HOME regulations, all local ordinances,
and this Contract and the Developer Loan Agreement. Payment for
purposes of this section shall include payment of any principal, interest,
titie proceeds received based on the title policy for the Developer Loan,
and any other money received by FWAI fi�om Developer connected with
the Developer Loan. In the event that FWAI receive any payment fi•om
Developer for the Developer Loan funded using City HOME Funds,
those funds are immediately repayable to City and must be repaid to
City by FWAI within thirty days of its receipt of the funds. Failur•e to
repay City shall be an event of default under this Contract and City may
pursue any and all remedies included in this Contr�act, including
withholding all remaining HOME funds and demanding repayment of
any HOME funds previously paid to FWAI or Developer.
If the Principal Amount is not forgiven, FWAI promises to pay to the
order of City the Principal Amount plus 12% interest. Payment shall be
made to the order of ihe City of Fot�t Worth and delivered to
Neighborhood Setvices Department, or any successor department
thereto, at the address listed in the notice section of this Contract ("Place
for Payment"). All unpaid and unforgiven amounts are due by the
Maturity Date unless forgiven by Lender. On the Maturity Date,
Borrower promises to pay any unpaid principal balance plus 12%
interest, unless the amounts are forgiven by Lender in accordance with
the HOME Note and this Contract.
5.6.1.2.7 Ensure that in addition to the Deed Restriction, the terms of the Loan
pertaining to performance of the Affordability Requirements shall
remain in effect for the entit•ety of the Affordability Period to secure
Developer's performance of the Affordability Requirements and all
provisions of this Contract pertaining to the HOME Program, including
all required reporting, regardless of earlier repayment, if any.
5.6.1.2.8 Early repayment of the Loan shall not relieve FWAI or Developer of its
obligations under this Contract, the Developer Loan Documents, or the
HOME Regulations including but not limited to the Affordability
Requirements and other HOME requirements. The Developer Deed of
Tt•ust shall secure both repayment of the HOME Funds and performance
by Deveioper of its obligations under the Developer Loan Agreement
during the Affordability Per'rod and through the end of the Loan Term.
This Contract and the HOME Note shall secure repayment of the HOME
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Funds, to the extent such funds are not forgiven, and performance by
FWAI of all obligations under this Contract during the term of the Loan.
5.6.1.2.9 FWAI shall ensure that the Developer agree that except for permanent
loan conversion with Developer's permanent lender, any future
refinancing by Developer or any new or subordinate financing shall
require the review and prior written approval of the City for the purpose
of ensuring compliance with the underwriting and subsidy layet•ing
requirements of the HOME Regulations, which approval shall not be
unreasonably withheld, conditioned or delayed. Such approval will be
based on the City's review of the then-current financial information,
underwriting and subsidy layering requirements, and may require
renegotiation of the Loan terms to comply with the HOME Regulations.
Renegotiation of the Loan term may include modification of the
maturity date (if permitted by any senior lender), payment amount
adjustment, or any other modification necessaiy to comply with the
HOME Regulations. A refinance of the Senior Loan or any subsequent
refinance shall not automatically cause t•epayment of the Loan.
Notwithstanding the foregoing, refinancing by Developer of the Senior
Indebtedness will not require prior written approval of the City of Fort
Worth so long as such refinancing would not increase the principal
amount of the Senior Indebtedness beyond the original principal ainount
of the Senior Indebtedness (excluding any amounts having been
advanced by Senior Lender for the protection of its security interest
pursuant to the Senior Loan Documents), increase the interest rate of the
Senior Indebtedness, or decrease the original maturity term of the Senior
Indebtedness; provided however that the City must review and approve
any loan documents, including subordination agreements, approval of
which shall not be unreasonabiy withheld or delayed, and nothing herein
shall limit City's rights to modify the Loan as allowed herein.
5.6.1.2.10 Failure by FWAI or Developer to comply with this Section 5.6.1 will
be an event of default under this Contract and the Loan Documents.
5.7 Maintain Affordabilitv Requirements.
FWAI shall ensure Developer requires that the HOME Units shall be occupied by HOME
Eligible Households throughout the Affordability Period as required by the HOME Regulations.
Developer must notify the FWAI and the City in writing within 30 days of either of the following
occurrences: (i) a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, or
(ii) a HOME Unit remains vacant for more than 90 days. In the event that a HOME Unit is
occupied by a tenant who is not a HOME Eligible Household, Developer shall have 45 days to
determine if another tenant gualifies as a HOME Eligible Household or fill an empty unit with a
HOME Eligible Household. If either (i) or (ii) takes place and is not cured within the time
limits described in this Section, then FWAI shall require that Developer pay to City 10% of
the Developer Loan amount as liquidated damages within thirty days after notice is provided
by City to FWAI, and that in the event Developer fails to timely pay City, FWAI shall repay
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the funds to the City with thirty days from receipt of notice from City of Developer's failure
to pay. The Parties agree that City's actual damages in the event of either (i) or (ii)
happening and remaining uncured are uncertain and would be difficult to ascertain and may
include a finding by HUD, a repayment of funds to HUD by City or otherwise impact the
City's HOME grant or other federal grant funds. Therefore, the Parties agree that payment
under this Section of 10% of the Developer Loan amount by Developer or FWAI to City is
liquidated damages and not a Penalty. Failure by FWAI to require Developer to malce
payment under this section shall be an event of default under this Contract.
5.8 Deed Restriction.
FWAI shall require Developer to execute and deliver the Deed Resh•iction, which shall
secure the Affordability Require�nents for the Affordability Period, as required by HUD
Regulations. Ea1•ly repayment of the Developer Loan or Loan shall not relieve FWAI or Developer
of the obligations under the Deed Restriction, this Contract, the Developer Loan Documents or the
HOME Regulations including but not limited to the Affordability Requirements and other HOME
t•equirements.
5.9 Affordability Requirements Survive Transfer.
FWAI shall ensure that the Developer Loan Documents require that the HOME Units must
remain affordable without regard to the term of any mortgage or transfer of ownership, pursuant
to the terins of the Loan Documents, Developer Loan Documents, the Deed Restriction, or any
other mechanism provided by HUD. FWAI agrees and shall include in the Developer Loan
Documents and any other necessary agreements that any sale or transfer of the project during the
Loan Term, excluding a tt•ansfet• due to condemnation or to obtain utility services, may at City's
sole disct•etion requit•e the repayment of the HOME Funds unless the new owner or transferee
afiirmatively assumes in writing the obligations established hereunder for the HOME Units for
whatever time remains of the Affordability Period, subject to the City's consent in its sole
discr•etion, which shall not be unreasonably withheid or delayed. Failure of the new owner or
transferee to promptly assume all of Deveiopei's obligations under the Developer Loan
Agreement, the Developer Loan Documents, and/or the Deed Resti•iction will result in immediate
termination of this Contract and any HOME Funds already paid to FWAI must be repaid to City
within 30 days of such termination. In addition, City may pursue any of its remedies undet• the
Developer Loan Documents, the Loan Documents, or the Deed Restriction if the new owner or
transferee fails to assume Developer's obligations to maintain the Affordability Requirements
throughout the Affordability Period or any other obligation hereunder throughout the Loan Term.
6. CONSTRUCTION.
6.1. Construction Schedule.
FWAI shall require Developer to construct the Required Improvements in accordance with
the schedule set forth in the attached Exhibit "C" — Construction and Reimbursement Schedule.
FWAI shall not approve Developer to begin construction until City sends a Notice to Proceed.
Developer's failure to meet the Construction Scheduie (as it may be modified in accordance with
Section 14.19) or the Completion Deadline shall be an event of default under this contract, the
Loan Documents, and the Developer Loan Documents. Subject to Section 14.19, FWAI or
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Developer may not change the Construction Schedule without the Director's prior written
approval, which approval shall be in the Director's reasonable discretion.
6.1.1 Construction Inspections.
City will conduct progress and final inspections of construction of the project to ensure that
the work is done in accordance with the applicable building codes and the Construction
Documents. The construction of the project must pass a Neighborhood Services Department
Minimal Acceptabie Standard Inspection report, a HUD Colnpliance Inspection Repoi�t and any
other applicable HUD-required inspections during the construction period, along with any
applicable final inspection approval fi�om the City building inspectors at the completion of the
construction of the project.
6.2 Applicable Laws, Buildin� Codes and Ordinances.
FWAI shall require that the Plans and construction for the Required Improvements (i)
conform to all applicable Federal, state, City and other locai laws, ordinances, codes, rules and
regulations, including the HOME Regulations; (ii) ineet all City building codes; (iii) meet the
Energy Conservation requirements as required by the State of Texas in Chapter 11 of the
International Residential Code; (iv) if new construction, must conform to the Model Energy
Code published by the Councii of American Building Officials; and (v) must pass a HUD
Compiiance Inspection Report and inspection by City's Neighborhood Services Department
inspectot•s.
6.3 Property Standards Durin� Construction.
FWAI shall require that Developer comply with the following as applicable during the
construction of the Required Improvements: (i) the Propet�ty Standards in 24 CFR Part 92.251(a),
(ii) accessibility standards under 24 CFR Pai�t 92.251(a)(2)(i), (iii) any City pr�operty standards,
and (iv) all other applicable accessibility standards for the project.
6.4 Lead-Based Paint Requirements.
FWAI shall require that Developer compiy with any applicable Federal lead-based paint
r•equirements including lead sct•eening in buildings built prior to 1978 in accordance with 24 CFR
Part 92355 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair
and Painting Program Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the
Required Improvements.
6.5 Approval of Plans and Specifications by City Not Release of Responsibility.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of FWAI or Developer or any of its contractors or subcontractors, or their
respective officers, agents, employees and lower tier subcontractors, for the accuracy or the
competency of the Plans or the Construction Documents, including, but not limited to, any related
investigations, surveys, designs, working drawings and specifications or other documents; or (ii)
an assumption of any responsibility or liability by City for any negligent act, error or omission in
the conduct or prepat•ation of any investigation, surveys, designs, working drawings and
specifcations or other documents by FWAI or Developer or any of its architects, contractors ot•
subcontractors, and their respective officers, agents, employees and lowet• tier subcontractois.
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6.6 Contractor, Subcontractor and Vendor Requirements.
FWAI shall require that Developer use commercially reasonable efforts to ensure that all
contractots or vendors utilized by Developer or subcontractors utilized by Developer's general
contractor are appropriately licensed and such licenses are maintained throughout the construction
of the Required Improvements and the operation of tl�e pi•oject when applicable. FWAI shall
require Developer to ensure that ali contractors utilized by Developer, subcontractors utilized by
Developer's general contractor in the construction of the Required Improvetnents, or vendors
utilized by Deveioper in the operation of the project are not debarred or suspended from
performing the contractor's, subconti�actor's or vendor's worlc by the City, the State of Texas, or
the Federal government. For purposes of this Contract, the term "vendors" does not include
suppliers or materialmen. FWAI acicnowledges that 2 CFR Part 200 forbids Developer from
hiring or continuing to employ any contractor, subcontractor or vendor that is listed on the
Federal Excluded Parties List System for Award Management, www.sam.�ov ("SAM").
FWAI shall requit•e Developer to make an acknowledgement in substantially similar form as the
preceding sentence. FWAI shall require that Developer con�rm by search of SAM that all
contractors, subcontractors or vendors are not listed by SAM as being debart�ed, both prior to hiring
and prior to submitting a Reimbursement Request which includes invoices fi•om any such
contractor, subcontractor, or vendor. Failure to submit or require such proofs of search shall
be an event of default. In the event that City determines that any contractor, subcontractor or
vendor has been debarred, suspended, or is not properiy licensed, Developer or Developer's
general contractor shall immediately cause such contractor, subcontractor or vendor to
immediately stop work on the project and Developer shall not be reimbursed for any work
performed by such contractor, subcontractor or vendor. However, this Section should not be
construed to be an assumption of any responsibility or liability by City for the determination of the
legitimacy, quality, ability, or good standing of any contractor•, subcontractor ot• vendor. FWAI
acknowledges and shall require Developer to acknowledge that the provisions of this Section
pertaining to the SAM shall survive the termination of this Contract and be applicable for
the length of the Affordability Period.
6.7 Furnish Complete Set of "As Built" Plans.
FWAI shall require that Developer furnish City a complete set of "as built" or lnarked-up
plans for the project at completion of construction after all final approvals have been obtained.
6.8 Broadband Infrastructure Requirements.
In compliance with the requirements of 24 CFR Pa��t 5.100, FWAI shall require Developer
to provide for the installation of broadband infrastructure, to include cables, fber optics, wiring,
or other permanent infi•astructure, including wireless infrastructure, that is capable of providing
access to Internet connections in individual housing units, and that meets the definition of
"advanced telecommunications capability" determined by the Federal Communications
Commission under Section 706 of the Telecommunications Act of 1996 (47 U.S.C. 1302).
7. TENANT AND LEASE REQUIRMENTS; PROPERTY STANDARDS DURING
AFFORDABILITY PERIOD.
7.1 Income Eli�ibility.
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FWAI must rec�uire that (1) Developer use the deiinition of annual income used by 24 CFR
5.609 to establish tenant income eligibility, (2) Developer shall use the most current HUD Income
Guidelines, and (3) Developer shall maintain Tenant Documentation suf�cient to show that the
HOME Units ai•e occupied by HOME Eligible Households. This Section shall survive the earlier
termination oi• expiration of this Contract and be applicable for the length of the
Affordability Period.
7.2 Income Verification.
FWAI shail require that Developer comply with the following_
7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible
Households with full Tenant Documentation at the time the initial lease for a HOME Unit is
executed. Tenants must certify the number of people in tenant's household along with such
person's names and ages. Developer shall obtain �nancial information on all members of a
tenant's household.
7.2.2 Developer must verify the income of the tenants of the HOME Units annually aftei•
the initial lease is executed, but may use a City-approved tenant self-certi�cation fotm as Tenant
Documentation. Notwithstanding the foregoing, Developer must verify the income eligibility
of all HOME Eligible Households with full Tenant Documentation every 6th year of the
Affordability Period.
7.2.3
Contract.
7.2.4
its monitoring.
Developer must maintain copies of Tenant Documentation as required under this
City will review Tenant Documentation during the Affordability Period as part of
7.3 Tenant Lease.
FWAI shall requue that Developer comply with the followin�:
7.3.1 Developet• shall submit to City the form of its tenant lease prior to leasing any
HOME Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253 regarding the
following issues:
7.3.1.1
landlord may agree to a longer or shorter term.
Length of lease term shall not exceed 2 years and may not be shorter
than 1 year fot• the initial lease term. If the lease is renewed, tenant and
7.3.1.2 Lease may not include agreement by tenant to allow landlord to take,
hold ot• sell tenant's personal property without notice and a court
decision on the rights of the parties.
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7.3.1.3 Lease may not include agreement by the tenant to excuse owner or
ownei•'s agents fi�om responsibility �or any action or failui-e to act,
whether intentional or negligent acts.
7.3.1.4 Lease may not authorize landlot•d to institute a lawsuit without notice to
the tenant.
7.3.1.5 Lease may not include agreement by tenant to waive a jury trial or right
of appeal.
7.3.1.6 Lease may not include an agreement by tenant to pay legal costs of cout-t
proceeding even if the tenant prevails in those proceedings regardless of
outcome.
7.3.1.7 Lease may not include an agreement by the tenant to be sued, to admit
guilt or to a judgment in favor of the owner in a lawsuit brought in
connection with the lease.
7.3.1.8 Lease may not include an agreement by the tenant that the owner may
evict the tenant or household members without instituting civil court
proceedings in which the tenant has the opportunity to present a defense,
or before a court decision on the rights of the parties.
7.3.1.9 Lease may not include an agreement by the tenant to waive the tenant's
right to appeal or otherwise chalienge in court a court decision in
connection with the leasc.
7.3.1.10 Lease may not include an agreement by the tenant to accept supportive
services that are offered.
7.3.2 Termination of Tenancv of HOME Units.
FWAI shall prohibit Developer from teiminating the tenancy of a HOME Eligible
Household in a HOME Unit except for serious or repeated violation of the terms and conditions
of the lease; for violation of applicabie federal, state or local laws; or for other good cause. Good
cause does not include an increase in the income of the HOME Eligible Household. To terminate
or refuse to renew the tenancy, Developer must serve written notice upon the tenant specifying the
grounds for the action at least 30 days before the termination of tenancy.
7.33 Revised Lease Forms.
FWAI shall require that Developer provide City copies of revised lease foi•ms within 30
days of any change to its lease form. All changes to Developer's lease form shall compiy with the
requirement of Section 7.3.1.
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7.4 Tenant Household Characteristics.
7.4.1 FWAI shall require that Developer provide City with the information about the
household characteristics of the fiist tenant renting a HOME Unit on Exhibit "G" — Project
Compliance Report: Rental Housing.
7.4.2 FWAI shall require that at City's request, Developer shall provide demographic
information on all tenants in the project in order to show compliance with Section 7.7 during the
Affordability Period.
7.5 Tenant Rent.
7.5.1 Rents charged to tenants of the HOME Units are subject to 24 CFR 92.252 (a) and
(b) and are subject to review and approval by City at initiai lease up and prior to any rent increases.
Under no circumstances may the maximum rent charged to tenants of HOME Units exceed the
High Home Rent minus utility allowances (excluding telephone), FWAI shall require that
Developer agrees to abide by and does abide by the HUD-approved schedules of HOME rent
levels.
7.5.2 City shall provide Developer with information on updated HOME rent limits so that
rents may be adjusted (not to exceed the maximum HOME rent limits). FWAI shall require that
Developer provide City annually with information on rents and occupancy of the HOME Units to
demonstrate compliance with 24 CFR Part 92.252 (a) and (b). City shall t•eview the rents for
compliance and approve or disapprove them eve�y year.
7.5.3 Any increase in rents for the HOME Units is subject to the provisions of any
ouistanding leases for said units. FWAI shall require that Developet� provide tenants of the HOME
Units with not less than 30 days prior written notice before implementing any increase in rents.
7.5.4 City shall adopt utility allowances in accordance with HOME Regulations and HUD
guidance. Such allowances shall be updated regularly, and shall be fut•nished to Developer. FWAI
shall require that Developer adjust tenant rents accordingly in compliance with HOME
Regulations.
7.6 Tenant Selection.
FWAI shall require that within 120 days prior to commencement of initial lease up,
Developer must submit to City for City's approval Developer's tenant selection policy and criteria
that address the following:
7.6.1 The tenant selection policy must be consistent with the purpose of providing
housing for very low and low income persons.
7.6.2 The tenant selection policy must provide for:
7.6.2.1 Selection of tenants from a written waiting list in the chronological order
of their application, insofar as is practicable;
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7.6.2.2
7.6.2.3
Prompt written notification to any rejected applicant of the grounds for
such i•ejection; and
Bi-lingual leasing and management assistance.
7.6.3 Hoiders of rental assistance subsidies (such as HUD's Housing Choice Voucher or
similar subsidy) must not be excluded from renting a unit in the project.
7.6.4 The tenant selection policy must address non-discrimination and af�rmative
marketing as discussed in Section 7.7.
7.6.5 FWAI shall require that Developer market Accessible Units in the following ordet�:
7.6.5.1
7.6.5.2
7.6.5.3
7.6.5.4
Within the project to persons requiring an accessible unit.
To persons on the waiting list requiring an accessible w1it.
To the general community for pet•sons requiring accessible unit.
To persons that do not require an accessible unit.
7.6.6 The tenant selection policy must (i) address the lease t•equirements described in
Section 7.3, (ii) address managing HOME Unit requirements, and (iii) must comply with state and
local tenant/landlord laws.
7.7 Affirmative Marketin�.
FWAI shall require that Developer must adopt and implelnent affirmative marketing
procedures as required by 24 CFR 92.351 if the project involves the construction of 5 or mor•e
HOME Units. The procedures and requirements must include methods for informing the public,
owners and potential tenants about fair housing laws and policies so as to ensure that all individuals
at•e given an equal opportunity to participate in the project without regard to sex, age, t•ace, color,
creed, nationality, national oi-igin, religion, handicap status, disability, familial status, sexual
orientation, gender identity, gender expression or transgender. The procedures shall include
methods to be used by Developer to inform and solicit applications for tenancy fi•om person in the
housing market area who are not likely to apply for the housing without special outreach (e.g.,
through the use of community organizations, places of worship, employment centers, fair housing
gt•oups, or housing counseling agencies.) The procedures and requirements must designate an
individual who will be responsible for marketing the project and must establish a clear application
screening plan, Developer's affirmative marketing procedures must be submitted to City for
approval prior to implementation; provided however, City shall have no responsibility for
affirmative marketing of the project.
7.7.1FWAI shall require that Developer keep records describing actions taken to
affirmatively market the HOME Units and the project sufficient to enable City to assess the results
of the affirmative marketing.
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7.8 Propertv Inspections Durin� Initial Lease-Up of HOME Units; Annual
Inspections of HOME Units.
City shall inspect units in the project before they are placed into seivice. City shall inspect
the HOME Units prior to a HOME Eligible Household occupying such unit to ensure that each
HOME Unit meets the appropriate HOME standards. Thereafter, City will inspect the HOME
Units annually. FWAI shall require that Developer comply with inspection requirements.
7.9 P__roject Maintenance and Inspections Durin� Affordabilitv Period.
FWAI shall ensure and require Developer to ensure that the project is maintained in
accordance with all applicable HUD propet•ty standards for the duration of the Affordability
Period, which at a minimum shall be those property standards required in 24 CFR Part 92. City
will verify maintenance of the project to these standards through on-site inspections eveiy year.
7.10 Violence A�ainst Women Act Requirements.
7.10.1 As Applicable, FWAI shall require that Developer comply with the Violence
Against Women Act ("VAWA") and shall ensure that its property lnanager shall, at the time of
application for a unit in the Project, provide all potential tenants receiving rental assistance with
a Notice of Occupancy Rights under the Violence Against Women Act in substantially the same
form as the form attached and incorporated as Exhibit "N" — VAWA Forms in compliance with
VAWA and 24 CFR Part92.359 of the HOME Regulations.
7.10.2 FWAI agrees and shall require Developer to agree that no applicant for a unit
in the Project may be denied on the basis or as a direct result of the fact that they are or have been
a victim of domestic violence, dating violence, sexual assauit, or stalking, as long as they would
otherwise qualify for the unit.
7.10.3 FWAI shall require Developer to be responsible for reviewing VAWA and any
appiicable regulations and shall respond to all emergency transfer requests in accordance with
the requirements of those provisions. Developer may request that ail tenants requesting an
emergency tt•ansfer under VAWA fill out the form attached and incorporated in Exhibit "N"
— VAWA Forms or its own form that is substantially the same.
8. ADDITIONAL HOME REQUIREMENTS.
FWAI shall require Developer to acknowledge, agree to, and comply with ali requirements
of the HOME Program as stated in the HOME Regulations, including, but not limited to the
following:
8.1 Environmental Review.
HOME Funds will not be paid and costs cannot be incurred until City has conducted and
completed an envit•onmental review and completed an Environmental Review Record as required
by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify,
or cancel the project. Further, Developer will not undertake or commit any funds to physical or
choice limiting actions, inciuding if applicable, pi�operty acquisition, demolition, movement,
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rehabilitation, conveision, repair or construction prior to the environmental clearance. Any
violation of this Section will (i) cause this ConYract io terminate immediately; (ii) FWAI shall
require Developer to repay to City any HOME Funds received and forfeit any future
payments of HOME Funds within thirty days of receiving notice from City, and that in the
event Developer fails to timely pay City, FWAI shall repay the funds to the City with thirty
days from receipt of notice from City of Developer's failure to pay; and (iii) FWAI shall
require that Developer pay 10% of the Developer Loan to City as liquidated damages within
thirty days after notice from the City, and that in the event Developer fails to timely pay City,
FWAI shall repay the funds to the City with thirty days from receipt of notice from City of
Developer's failure to pay. The Parties agree that City's actual damages in the event of
Developer violating this Section are uncertain and would be difficult to ascertain and may
include a finding by HUD, a repayment of funds to HUD by City or otherwise impact the
City's HOME grant or other Federal grant funds. Therefore, the Parties agree that payment
of 10% of the Developer Loan amount by Developer or FWAI to City under this Section is
liquidated damages and not a penalty.
8.1.1 Mitigation.
FWAI must require Developer to take the mitigation actions outlined in Exhibit
"A-2" — Environmental Mitigation Actions. Failure to complete the required
mitigation action is an event of default under this Contract.
8.2 Contract Not Constitutin� Commitment of Funds.
Notwithstanding any provision of this Contract, the Parties agree and acicnowledge that
this Contract does not constitute a commitment of HOME Funds, and that such commitment or
approval may occur only upon satisfactoiy completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
8.3. Monitorin�.
8.3.1 FWAI understands and agrees and will require that Developer acicnowledge that it
understands and agrees that it will be subject to monitoring by City for compliance with the HOME
Regulations, the terms of this Contt•act, the Loan Documents, and/ot� the terms of the Developer
Loan Documents during the Affordability Period. FWAI shall require that Developer provide
reports and access to project files as requested by City during the Affordability Period and for 5
years after it ends.
8,3.2 Representatives of City, HUD, HUD Office of the Inspector General, and the
United States Comptroller General shall have access during regular business hours, upon at least
48 hours prior notice, to Developer's offices and records and to Developer's officers and agents
that are related to the use of the HOME Funds and the requirements of the HOME Regulations
during the Affordability Period, and to Developer's officers, agents, employees, contractors,
subcontractois and vendors for the purpose of such monitoring
8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring,
City reserves the right to perform desic reviews or on-site monitot•ing of FWAI's and Developer's
compliance with the terms and conditions of this Contract, the Loan Documents, and the Developer
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Loai� Documents. After each inonitoring visit, City shall provide FWAI and Developer with a
written report of the monitor's findings. If the monitoring report notes deficiencies in FWAI's or
Developer's perfol-mance, the report shall include requirements for the timely correction of said
deficiencies by FWAI or Developer. Failure by FWAI or Developer to take the action specified
in the inonitoring repol�t may be cause for suspension or termination of this Contract as provided
herein, or City inay talce all actions allowed in the Contract, the Loan Documents, and/or the
Developer Loan Documents.
83.4 FWAI shall require that Developer annually provide to City the results of any state
or federal monitoring related to the project including any monitoring by TDHCA. Such results
shall be submitted annually to City with the submission of its annual audit and financial statements.
8.3.5 This Section 8.3 shall be applicable for the duration of the Affordability Period
and shall survive the earlier termination or expiration of this Contract.
8.4 Compliance with the Uniform Relocation Act.
If applicable, FWAI shall require that Developer comply with the relocation requirements
of 24 CFR Part 92.353 and all other applicable federal and state laws and City ordinances and
requirements pertaining to relocation.
8.5 Compliance with Davis-Bacon Act.
If applicable, FWAI shall require that Developer and its generai contractoi- and all lower
tier subcontractors comply with the Davis-Bacon Act as described in Section 14.14 and Exhibit
"H" — Federal Labor Standards Provisions - Davis-Bacon Requirements.
8.6 Developer Procurement Standards.
FWAI shall require Developer to ensure that procurement of materials and services is done
in a cost effective manner, that Developer complies with all applicable federal, state and local
laws, regulations, and ordinances for making procurements under this Contract or the Developer
Loan Agreement, and that Developer establishes written procurement procedut•es to ensure that
materials and services are obtained in a cost-effective manner.
8.7 Cost Principles/Cost Reasonableness.
The eligibility of costs incurred for performance rendered shall be determined in
accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost
reasonableness and allocability.
8.8 Financial Mana�ement Standards.
FWAI shall requit•e Developet• to adhere to the accounting principies and procedures
required in 2 CFR Part 200, as applicable, utilize adequate internal controls, and maintain
necessary supporting and bacic-up documentation for ail costs incurred in accordance with 2 CFR
Part 200.302 and Part 200.303.
8.9 Uniform Administrative Requirements.
FWAI shall require Developer to comply with the Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or
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any reasonably equivalent procedures and requirements that City may require.
8.10 Compliance with FFATA and Whistleblower Protections.
FWAI shall require Developer to provide City with all necessaty information for City to
comply with the requirements of 2 CFR 300(b), including provisions of the Federal Funding
Accountability and Transparency Act ("FFATA") governing requirements on executive
compensation and provisions governing whistleblower protections contained in 10 U.S.C. 2409,
41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
8.10.1 FWAI shall require Developer to provide City its DUNS number prior to the
payment of any Reimbursement Requests.
8.11 Internal Controls.
In compliance with the requirements of 2 CFR 200.303, FWAI shall require Developer to:
8.11.1 Establish and maintain effective internai control over the HOME Funds that
provides reasonable assurance that Developer is managing the HOME Funds in compliance with
federal statutes, regulations, and the terms and conditions of this Conh�act. These iniernal controls
shail be in compiiance with guidance in "Standards for Internal Control in the Federal
Governlnent" issued by the Comptroller General of the United States or the "Internal Control
Integrated Frainewot•k" issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO");
8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this
Contract;
8.11.3 Evaluate and monitor Developer's compliance with statutes, regulations and the
terms and conditions of this Contract;
8.11.4 Talce prompt action when instances of noncompliance are identified inciuding
noncompliance identified in audit findings; and
8.11.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that HUD or City designates as sensitive or Developer consideis
sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and
obligations of confidentiality.
8.12 Copyri�ht and Patent Ri�hts.
No reports, maps, or other documents produced in whole or in pat-t under this Contract shall
be the subject of an application for copyright by or on behalf of FWAI or Developer. HUD and
City shall possess all rights to invention or discovery, as well as rights in data which may arise as
a result of FWAI or Deveioper's performance under this Contract or the Developer Loan
Agreement.
8.13 Terms Applicable to Contractors, Subcontractors and Vendors.
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Cowan Place Apartments Page 24
FWAI understands and agrees and shall require Developer to acicnowledge that it
understands and agt�ees that all terms of this Contract, whether reguiatory or otherwise, shall apply
to the Developer Loan Agreement, any and all contractors, subcontractors and vendors of
Deveioper which are in any way paid with HOME Funds or who perform any work in connection
with the project. Developer shall cause all applicable provisions of this Contract to be inciuded in
and made a part of any contt•act or subconti•act executed in the performance of its obligations
hereunder, including its obligations regarding the Affordability Requirements and the HOME
Regulations during the Affot•dability Period. FWAI shall require that Developer monitor the
services and work performed by its contractors, subcontractors and vendois on a regular basis for
compliance with the Affordability Requirements, the HOME Regulations and Contract provisions.
FWAI shall require that Developer is responsible and obligated to cure all violations of the HOME
Regulations committed by its contractois, subcontractors or vendors. City maintains the right to
insist on Developer's full compliance with the terms of this Contract, the Developer Loan
Agreement, and the HOME Regulations and FWAI shall require that Developer is t•esponsible for
such compliance regardless of whether actions to fulfill the requirements of this Contt•act, the
Developer Loan Agreement, or the HOME Regulations are taken by Developer or by Developer's
contractors, subcontractors or vendors. FWAI acicnowledges and shall require that Developer
acicnowledge that the provisions of this Section shall survive the earlier termination or
expiration of this Contract and be applicable for the length of the Affordability Period and
for 5 years thereafter.
8.14 Payment and Performance Bonds.
FWAI shall require that Developer furnish City with payinent and performance bonds in
the total amount of the construction cost in accordance with the t•equirement of 2 CFR Part
200.325. At City's discretion othet� forms of assurance, inciuding a guarantee from Developer or•
other pat•ties on Developer's behalf, may be acceptable so long as such assurance meets the
requirements of the HOME Regulations.
9. RECORD KEEPING, REPORTING AND DOCUMENTATION
REQUIREMENTS, RIGHT TO AUDIT.
9.1 Record Keepin�.
9.1.1 FWAI shall maintain and shali require Developer to maintain a record-lceeping
system as part of its performance of this Contract and shall promptly provide City with copies of
any document City deems necessary for the effective fulfillment of City's monitoring and
evaluation responsibilities. Specifically, FWAI and Developer shall keep or cause to be kept an
accurate record of all actions taken and all funds spent, with supporting and back-up
documentation as well as all Tenant Documentation. FWAI and Developer will maintain all
records and documentation related to this Contract for 5 years after the end of the Affordability
Period. If any claim, litigation, or audit related to this Contract or the project is initiated before
the expiration of the 5-year period, the relevant records and documentation must be retained until
ail such claims, litigation or audits have been resolved.
9.1.2 Access to Records.
City representatives and HUD and any duly authorized officials of the federal government
will have full access to, and the t•ight to examine, audit, excerpt and/or transcribe any of
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Cowan Place Apartments Page 25
Developer's records pertaining to all matters covered by this Contract throughout the Affordability
Period and for 5 years thereafter. Such access shall be during regular business hours upon at least
48 houis prior notice.
9.2 Reports.
FWAI shall reqLiire Developer to subinit to City all reports and docutnentation described
in this Contract in such forin as City may prescribe, which may also include a fnal performance
and/or final financial report if required by City at the ter•mination of this Contract and/or the
termination of the Loan in such form and within such times as City may prescribe. FWAI shall be
responsible for the submission of all reports to the extent Developer has not submitted such report.
City shall notify FWAI and Developer of any such failure by Developer or FWAI and shali pt�ovide
45 days' notice as required herein for Developet� or FWAI to cure. Failure to require the
submission or Developer's failure to actually submit any report or documentation to City
required by this Contract or the Developer Loan Agreement shall be an event of default and
City may exercise all of it remedies for default under this Contract, the Developer Loan
Agreement, the Developer Loan Documents, and the Loan Documents. City shall not exercise
its rights hereunder for defauit until it gives Developer 45 days' notice of such failure and
Developer has failed to cure such default.
9.2.1 AdditionalInformation.
FWAI shall requii-e Developer to provide City with additional information as may be
required by state or federai agencies to substantiate HOME Program activities and/or expenditure
eligibility.
9.3 Chan�e in Reportin� Requirements and Forms.
City retains the right to change reporting requir•ements and forms at its reasonable
discretion, City will notify FWAI and Developer in writing at least 30 days prior to the effective
date of such change, and the Parties shall execute an amendment to the Contract, the Developer
Loan Agreement, and any other necessaiy documents reflecting such change, if necessary.
9.4 City Reserves the Right to Audit.
City reser•ves the right and FWAI agrees to and shall include the right in the Developer
Loan Agreement for City to perform an audit of FWAI's and Developer's project operations and
finances at any time during the term of this Contract, the Developer Loan Agreement, and during
the Affordability Period and for 5 yeais thereafter, if City determines that such audit is necessary
for City's compliance with the HOME Regulations or other City policies. FWAI further agrees
and will require Developer to agree to allow access to all pertinent materials as desct•ibed het•ein.
If such audit reveals a questioned practice or expenditure, FWAI shall requit•e that such questions
must be resolved within 15 Business Days after notice to FWAI or Developer of such questioned
practice or expenditure. If questions are not resolved within this period, City reserves the right to
withhold further funding under this Contract, the Developer Loan Agreement, and/or other
contract(s) with FWAI or Developer. IF AS A RESULT OF ANY AUDIT IT IS
DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR
MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME FUNDS OR SPENT HOME
FUNDS ON ANY INELIGIBLE ACTIVITIES, FWAI AGREES AND SHALL REQUIRE
DEVELOPER TO AGREE TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES
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Cowan Place Apartments Page 26
PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTH�R CHARGE LEVIED
AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS WITHIN THIRTY DAYS
FROM TH� DATE THE CITY PROVIDES NOTICE. IN THE EVENT THAT
DEVELOPER DOES NOT REIMBURSE CITY AS REQUIRED HEREIN, FWAI SHALL
REIMBURSE CITY TI3E AMOUNTS OWED BY DEVELOPER WITHIN 30 DAYS
NOTICE FROM CITY OF DEVELOP�R'S FAILUI2E TO PAY.
10. ItEIMBURSEMENT REQUIREMENTS.
FWAI shall provide City with Complete Documentation and the following reports as
shown in Exhibit "F" — Reimbursement Forms with each Reimbursement Request:
10.1 Attachment I — Invoice.
This report shall contain the amount requested for reimbursement in the submitted request,
and the cumulative reimbursement requested to date (inclusive of the current request). This report
must be signed by an authorized signatoty of FWAI. By signing Attachment I, FWAI is certifying
that the costs are valid, elig'rble, and consistent with the terms and conditions of this Contract, and
the data contained in the report is true and correct.
10.2 Attachment II — Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by FWAI. In order for
this report to be complete the following must be submitted:
10.2.1 Invoices for each expense with an explanation as to how the expense pertains
to the pt•oject, if necessary; and
10.2.2 Proof that each expense was paid by Developer, and that FWAI reimbursed
Developer, which proof can be satisfied by cancelled checks, wire transfer documentation, paid
receipts or other appropriate banking documentation.
10.3. Deadline for Submitting Reimbursement Requests.
FWAI shall submit all Reimbursement Requests along with Complete Documentation to
City within 60 calendar days fi•om each of the deadlines as shown in Exhibit "C" — Construction
and Reimbursement Schedule.
10.3.1 FWAI acknowledges and shall require Developer to acknowledge that
CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE
DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND REIMBURSEMENT
SCHEDULE. In addition, FWAI's failure to timely submit Reimbursement Requests and
Complete Documentation along with any required reports shall be an event of default.
10.3.2 FWAI acknowledges and shall require Developer to acicnowledge that
CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30 CALENDAR
DAYS OF THE COMPLETION DEADLINE.
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Cowan Place Apartments Page 27
10.3.3 Final Payment.
FWAI acknowledges and agrees that FWAI shall not be reimbuised for Final Payment until it
submits Exhibit "G" — Project Compliance Report: Rental Housing to City.
10.4 Withholding Pavment.
FWAI AGREES THAT CITY SHALL WITHHOLD PAYMENT ON ANY
REIMBURSEMENT I2EQUEST THAT DOES NOT INCLUDE THE REQUII2ED
COMPLETE DOCUMENTATION. City shall notify FWAI when it is withholding
payment due to lack of required complete documentation within 10 Business Days of
making such determination.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements
11.1,1 FWAI acknowledges and shall require Developer to acicnowledge that if
Developer fails to begin construction within 3 months of the Effective Date, this Contract shall
automatically terminate without fui�ther warning or opportunity to cure, and with no penalty or
liability to City.
11.1.2 FWAI acknowledges and shall require Developer to acknowledge that if City
determines that the Requit•ed Improvements were not completed by the Completion Deadline (as
may be modified in accordance with Section 14.19) or have failed to pass any of the inspections
described in Section 6.1.1 (or to promptly correct any noted deficiency and subsequently pass such
inspection), within 45 calendar days following wt•itten notice by City (or such other longer notice
period as may be specified herein), or if Developer has diligently and continuously attelnpted to
cure following receipt of such written notice but reasonably required mot•e than 45 calendar days
to cure, as determined by both Parties mutually and in good faith, City shall have the right to
terminate this Contract with no penalty or liability to City, with such tei•mination to be effective
immediately upon written notice. City shall also be entitled to demand repayment of the HOME
Funds fi•om FWAI and/or Developer, with the �rst demand being on Developer under the
Developer Loan Agreement, and enforce any of the provisions of Loan documents or the
Developer Loan Documents for default.
11.2 Failure to Submit Compiete Documentation Durin� Construction.
11.2.1 FWAI acknowledges that if FWAI fails to submit all applicabie Complete
Documentation dut•ing construction of the Required Improvements in accordance with Exhibit
"C" — Construction and Reimbursement Schedule, or if any report or documentation submitted
as part of Complete Documentation is not in compliance with this Contract or the HOME
Regulations as determined by City, City will notify FWAI in writing and FWAI will have 15
calendar days from the date of the written notice to submit or resubmit any such repot�t or
documentation. FWAI acknowledges that if FWAI fails to submit or resubmit any such r•epoi�t or
documentation within such time, City shall have the right to withhold payments. If such failure
continues fot• an additional 30 days (a total of 45 days) City shall have the right to terminate
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Cowan Place Apartments Page 28
this Contract effective immediately upon written notice of such intent with no penalty or
liability to City. FWAI acknowiedges that notwithstanding anything to the conti•ary herein, City
will not be required to pay any HOME Funds to FWAI during the period that any such report or
documentation is not in compliance with this Contract or the HOME Regulations.
11.2.2 FWAI acknowledges that if any of FWAI's Reimbursement Requests are
incomplete or otherwise not in compliance with this Contract or the HOME Regulations as
detel-mined by City, City will notify FWAI in writing of such default and FWAI will have 15
calendar days fi•om the date of the written notice to resubmit any such Reimbuisement Request to
cure the default. FWAI acknowledges that if FWAI fails to cure the default within such time,
FWAI shall forfeit any payments otherwise due under such Reiinbulsement Request, and if such
failure to resubmit such Reilnbursement Request continues for an additiona130 days (a total of 45
days) the City shall have the right to terminate this Contract effective immediately upon
written notice of such intent with no penalty or liability to City. FWAI acicnowledges that
notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds
to FWAI dut•ing the period that any such Reimbursement Request is not in compliance with this
Contract or the HOME Regulations.
11.2.3 FWAI acknowledges that in the event of more than 3 instances of uncured
default under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the project,
City reserves the right at its sole option to terminate this Contract effective immediately upon
written notice of such intent with no penalty or liability to City.
11.2.4 FWAI acknowledges that notwithstanding anything to the contrary herein, City
will not be required to pay any HOME Funds to FWAI dut�ing the period that any Reimbursement
Requests, reports or documentation are past due ot• are not in compliance with this Contract or the
HOME Regulations, or during any period during which Developer is in default of this Contract.
11.2.5 FWAI acknowledges that in the event of termination under� this Section ll.2,
all HOME Funds awarded but unpaid to FWAI pursuant to this Contract shall be immediately
forfeited and FWAI shall have no further t•ight to such funds. FWAI a that any HOME Funds
already paid to FWAI must be repaid to City by FWAI within 30 days of termination under this
Section. Failure to repay such HOME Funds will result in City exercising all legal remedies
available to City under this Contract, and the Loan Documents. For clarification, the defaults
and related remedies set out in this Section 11.2 at•e not intended to arise from mathematical ert•ors
or other minor defects in a Reimbursement Request.
11.3 Failure to Submit Required Reports and Documentation During
Affordabilitv Period.
FWAI acknowledges that if FWAI fails to maintain all records and documentation as
required in Section 9, or faiis to submit any report or documentation required by this Contract after
the Required Improvements are completed, or if the submitted report or documentation is not in
compliance with this Contract or the HOME Regulations as determined by City, City will notify
FWAI in writing and FWAI will have 45 calendar days from the date of the written notice to obtain
or recreate the missing records or documentation, or submit or resubmit any such report or
documentation to City. FWAI acicnowledges that if FWAI fails to maintain the required reports
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments Page 29
ot• documentation, or submit or resubmit any such report or documentation within such time, City
shall have the right to terminate this Contract effective immediately upon written notice of
such intent with no penalty or liability to City. FWAI acknowledges that in the event of
termination under this Section 11.3, any HOME Funds paid to FWAI must be repaid to City
by FWAI within 30 days of termination, and that failure to j•epay such HOME Funds will
result in City exercising all legal remedies available to City under this Contract and the Loan
Documents.
11.4 In General.
11.4.1 FWAI acknowledges and shali require Developer to acknowledge that subject
to Sections 11.1, 11.2 and 11.3, and unless specifically provided otherwise in this Contract, FWAI
and Developer shail be in default if FWAI or Developer breaches any term or condition of this
Contract, the Developer Loan Agreement, or its obligations under the Ground Lease. In the event
that such a breach remains uncured after 45 calendar days following written notice by City (or
such other longer notice period as may be specified herein or with respect to the Ground Lease, in
the Ground Lease), or if FWAI or Developer has diligently and continuously attempted to cure
following receipt of such written notice but reasonably required more than 45 calendar days to
cure, as determined by both Parties inutually and in good faith, City shall have the right to elect,
in City's sole discretion, to (i) extend FWAI's and Developer's time to cure, (ii) terminate this
Contract effective immediately upon written notice of such intent to FWAI and Developer, or (iii)
pursue any other legal remedies available to City.
11.4.2 FWAI acknowledges and shall require Developer to acknowledge that City's
remedies include but are not limited to:
11.4.2.1 Direct FWAI or Developer to prepare and follow a schedule of
actions for carrying out the affected activities, consisting of
schedules, timetables and milestones necessaiy to implement the
affected activities, including extending the Affordability Period.
11.4.2.2 Direct FWAI or Developer to establish and foilow a management
plan that assigns responsibilities for cai7•ying out the remedial
activities.
ll.4.2.3 Cancel or revise activities likely to be affected by the perfoimance
deficiency, before expending HOME Funds for the activities.
11.4.2.4 Reprogram HOME Funds that have not yet been expended from
affected activities to other eligible activities or withhold HOME
Funds.
11.4.2.5 Direct FWAI or Developer to reimburse City in any amount of
HOME Funds not used in accordance with the HOME Regulations,
with the �rst demand being on Developer.
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11.4.2.6 Suspend reilnbuisement of HOME Funds for affected activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legaily availabie such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions, termination of this Contract, the Developer Loan
Agreement, or any other contt•acts held by the City with FWAI or
Developer, and any othei• availabie remedies.
11.4.3 FWAI acicnowledges and shall require Developer to acknowledge that in the
event of termination under this Section 11.4, all HOME Funds awarded but unpaid to FWAI
puisuant to this Contract shail be immediately rescinded and FWAI sha11 have no further right to
such funds and any HOME Funds already paid to FWAI must be repaid by FWAI to City, within
30 days of termination. Failure to repay such HOME Funds will result in City exercising all
legal remedies available to City under this Contract and the Loan Documents.
11.5 No Funds Disbursed While in Breach.
FWAI acknowledges and agrees that no HOME Funds will be paid to FWAI until all
defaults are cured to City's satisfaction.
11.6 No Compensation After Date of Termination.
FWAI acicnowledges that in the event of termination, FWAI shali not receive any HOME
Funds in compensation for work undertaken after the date of ter•mination.
11.7 Ri�hts of Citv Not Affected.
FWAI acknowledges and shall require Developer to acicnowledge that termination shall
not affect or terminate any of the existing rights of City against FWAI or Developer, or which may
thereafter accrue because of such default, and this provision shall be in addition to any and ail
other rights and remedies available to City under the law and various loan documents including,
but not limited to, compelling FWAI or Developer to complete the Required Impt�ovements in
accordance with the terms of the Contt•act, the Developer Loan Agreement, the Loan Documents,
or the Developer Loan Documents. Such termination does not terminate any applicable pt•ovisions
of this Contract that have been expressly noted as surviving the term or termination of this
Contract. No delay or omission by City in exercising any right or remedy available to it under this
Contract shall impair any such right or remedy or constitute a waiver or acquiescence in any FWAI
or Developer defauit.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract, the Developer
Loan Agreement, the Loan Documents, the Developer Loan Documents, or the Ground Lease shall
not operate as a waiver of any subsequent breach of the same or any other term, covenant or
condition hereof.
ll.9 Civil, Criminal and Administrative Penalties.
FWAI acicnowledges and shall require Developer to acicnowledge that failure to perfot•m
all the Contract terms or Developer Loan Agreement terms may result in civil, criminal or
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments Page 31
administrative penalties, including, but not limited to those set out in this Contract and the
Developer Loan Agreement.
ll ,10 Termination for Cause.
11.10.1 FWAI acknowledges and shall require Developer to acicnowledge that City may
terminate this Contract in the event of FWAI's or Developet•'s default under this Contract or the
Developer Loan Agreement, inability, or failure to perfoi•m, subject to notice, grace and cure
periods. In the event City terminates this Contract for cause, all HOME Funds awarded but unpaid
to FWAI pursuant to this Contract shall be immediately rescinded and shall have no further right
to such funds and any HOME Funds already paid to FWAI must be repaid to City within 30
calendar days of termination by FWAI. Failure to repay such HOME Funds will result in City
exercising all legal remedies available to City under this Contract and the Loan Documents. FWAI
acicnowledges and agrees and shall require Developer to acknowledge and agree that IF CITY
TERMINATES THIS CONTRACT FOR CAUSE, NEITHER FWAI, DEVELOPER, NOR
ANY AFFILIATES OF FWAI OR DEVELOPER SHALL BE CONSIDERED FOR ANY
OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5 YEARS FROM
THE DATE OF TERMINATION. This provision shall not apply to the Investor.
11.10.2 FWAI may terminate this Contract if City does not provide the HOME Funds
substantially in accordance with this Contract. In such event, the termination of the Contract shall
have the effect of returning the Parties to their respective circumstances as existed prior to the
execution of this Contract, and no terms or obligations shall survive the date of termination,
including but not limited to, reporting, inspections or the Affordability Period.
11.10.3 A default by Developer under the Ground Lease after the expiration of any
applicable cure period will constitute a default under this Contract subject to all of the remedies
for default under this Contract, the Developer Loan Agreement, the Loan Documents and the
Developer Loan Documents.
11.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200, Appendix II, this Contract may be terminated
in whole or in part only as follows:
11.11.1 By City with the consent of FWAI in which case the Parties shall agree upon
the termination conditions, including the effective date and in the case of partial termination, the
portion to be terminated; or
11.11.2 By FWAI with the consent of Developer upon written notification to City
setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated. In the case of a partial termination, City may terminate
the Contract in its entirety if City detei•mines in its sole discretion that the remaining portion of the
Contract to be performed or HOME Funds to be spent will not accomplish the purposes for which
this Contract was made.
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11.12 Dissolution of Developer Terminates Contract.
FWAI acknowledges and shall require Developer to acicnowledge that in the event FWAI
or Developer is dissolved or ceases to exist, this Contract shall terminate. In the event of
termination under this Section, all HOME Funds are subject to repayment as required herein and/or
City may exercise all of its remedies under this Contract, the Developer Loan Agreement,
the Loan Documents, and the Developer Loan Documents.
11.13 Reversion of Assets.
FWAI acicnowledges and shall require Developer to acicnowledge that in the event this
Contract is terminated with or without cause by either party, all tangible personal property owned
by FWAI or Developer that was acquired or improved with the HOME Funds inciuded but not
limited to plans, drawings, surveys, renderings, construction documents and any other 1•eal or
personal property shall belong to City and shall automatically transfer to City or to such assignees
as City may designate, subject to the rights of any senior lender.
11.14 Notice of Termination under Subordination A�reement.
City shall not terminate this Contract without iirst giving notice and opportunity to cure as
described herein.
ll.15 Notice to Investor of Default.
City shall furnish Investor with notice of any default under this Contract, the Developer
Loan Agreement, or any of the loan documents.
12. REPAYMENT OF HOME FUNDS.
FWAI acknowledges and shall require Developer to acicnowledge that all HOME Funds
are subject to repayment in the event the project does not meet the requirements as set out in this
Contract or in the HOME Regulations. FWAI acknowledges and shall require Developer to
acknowledge that if Developer takes any action that results in City being required to repay
all or any portion of the HOME Funds to HUD, Developer agrees it will reimburse City for
the full amount such repayment within thirty days of such notice, and that in the event
Developer fails to timely pay City, FWAI shall repay the funds to the City with thirty days
from receipt of notice from City of Developer's failure to pay. FWAI acknowledges and shall
require Developer to acknowledge that if Developer talces any action that results in City
receiving a finding from HUD about the project, whether or not repayment to HUD is
required of City, Developer agrees it will pay City 10% of the HOME Funds as liquidated
damages, and that in the event Developer fails to timely pay, FWAI shall repay the funds to
the City with thirty days from receipt of notice from City of Developer's failure to pay.
FWAI acknowledges and shall require Developer to acknowledge that City's damages in the
event of either repayment to HUD being required or receiving a finding from HUD are
uncertain and would be difficult to ascertain and may include an impact on City's HOME
grant or other Federal grant funds, in addition to a finding by HUD or a repayment of funds
to HUD by City; therefore, the Parties agree that payment under this Section of 10% of the
Developer Loan amount by Developer or FWAI to City is liquidated damages and not a
penalty,
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13. MATERIAL OWNERSHIP CHANGE.
FWAI acknowledges and shall require Developer to acicnowledge that, except as provided
in the Developer Deed of Trust and the Deed Restriction, and transfers in accordance with
Developer's Partneiship Agreement, as inay be amended and restated from time to time to admit
Investot� or other partners, or othet•wise with City consent, if owneiship of Developer lnaterially
changes after the date of this Contract, City may, but is not obligated to, terminate this Contract.
FWAI acicnowledges and shall require Developer to acicnowledge that City has 30 days to make
such determination after receipt of notice from Developer and failure to make such deterinination
in that time period will constitute a waiver. FWAI acknowledges and shall require Developer to
acknowledge that in the event of termination under this Section 13, ail HOME Funds awarded but
not yet paid to FWAI or Developer pursuant to this Contract shall be immediately rescinded and
FWAI and Developer shall have no furthet• right to such funds, and any HOME Funds already paid
to FWAI or Developer must be repaid to City within 30 days of terinination under this Section in
accordance with the terms of this Contract. Notwithstanding anything to the contrary contained
herein, the C'rty approves the assumption of the Developer Loan by FWHS, or its designated
affiliate, in the event the t•ight of �rst refusal is exercised by FWHS, or its designated affiliate, in
accordance with the Developer's Partnership Agreement.
14. GENERAL PROVISIONS.
14.1 FWAI and Developer an Independent Contractor.
FWAI acicnowledges and shall t•equire Developer to acknowledge that FWAI and
Developer shall operate hereunder as an independent contractors and not as an of�cer, agent,
servant or employee of City. FWAI and/or Developet� shall have exclusive control of, and the
exciusive right to control, the details of the worlc and services performed hereunder, and all persons
performing same, and shall be solely responsible for the acts and omissions of its officers,
membet•s, agents, servants, employees, contractot•s, subcontractors, vendors, tenants, licensees or
invitees.
14.2 Doctrine of Respondeat Superior.
FWAI acknowledges and shall require Developet• to acknowledge that: the doctrine of
respondeat superior shall not apply as between City, FWAI, and Developer, any officers, members,
agents, servants, employees, contractors, subcontractors, vendois, tenants, licensees or invitees.
FWAI agrees that nothing herein shall be construed as the creation of a partnership or joint
enterprise between City, FWAI and Developer. It is further undeistood that City shall in no way
be considered a Co-employer or a Joint empioyer of FWAI orDeveloper or any officers, agents,
seivants, employees or subcontractor of FWAI or Developer. Neither FWAI nor Developer, nor
any officers, agents, servants, einployees or subcontractor of FWAI or Developer shall be entitied
to any employment benefits from City. FWAI and Developer shall be responsible and liable for
any and ail payment and reporting of taxes on behalf of itself, and any of its officers, agents,
servants, empioyees or subcontractot•. City does not have the legal right to control the details of
the tasks performed hereunder by FWAI or Developer, its of�cers, membeis, agents, employees,
contractors, subcontractois, vendors, licensees or invitees.
14.3 FWAI and Developer Property.
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Cowan Place Apartments Page 34
FWAI acicnowledges and shall require Developer to acicnowledge that City shall under no
circumstances be responsible for any propei�ty belonging to FWAI or Developer, any officers,
members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees
that may be lost, stolen or destroyed or in any way damaged and FWAI, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, AND DEVELOPER HEREBY INDEMNIFIES
AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES
FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH
SUCH PROPERTY, SAVE AND EXCEPT THOSE ARISING OUT OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY, ITS OFFICERS, AGENTS
OR EMPLOYEES.
14.4 Reli�ious Or�anization.
FWAI acicnowledges and shall require Developer to acicnowledge that no portion of the
HOME Funds shall be used in support of any sectarian or religious activity. In addition, there
must be no religious or membership criteria for tenants of a HOME-funded property.
14.5 Venue.
FWAI acknowledges and shall require Developer to acicnowledge that Venue for any
action, whether t•eal or asserted, at law or in equity, arising out of the execution, performance,
attempted pet•formance or non-performance of this Contract or the Developer Loan Agreement,
shall lie in Tarrant County, Texas.
14.6 Governin� Law.
FWAI acknowledges and shall require Developer to acknowledge that this Contract shall
be governed by and construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, arises out of the execution, performance or non-
performance of this Contract or on the basis of any provision herein, for any issue not governed
by federal law, the choice of law shall be the laws of the State of Texas.
14.7 Severabilitv.
The provisions of this Contract are severable, and if for any reason a clause, sentence,
paragraph or other part of this Contract shall be determined to be invalid by a court or federal or
state agency, board or commission having jurisdiction over the subject matter thereof, such
invalidity shall not affect other provisions which can be given effect without the invalid provision.
14.8 Written A�reement Entire A�reement.
This written instrument and the Exhibits, Addendums and Attachments attached hereto,
which are incorporated by reference and made a part of this Contract for all purposes, constitute
the entire agreement by the Parties concerning the worlc and set•vices to be performed under this
Contract. Any prior ot• contemporaneous oral or written agreement which purports to vary the
terms of this Contract shall be void. Any amendments to the terms of this Contract must be in
writing and be executed by the Parties.
14.9 Paragraph Headin�s for Reference Onlv, No Le�al Si�nificance; Number.
The paragraph headings contained herein are for convenience in t•eference to this Contract
and are not intended to de�ne or to limit the scope of any provision of this Contract. When context
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments Page 35
requires, singular nouns and pronouns include the piural and the masculine gender shall be deemed
to include the feminine or neuter and the neuter gender to include the masculine and feminine.
The words "include" and "including" whenever used herein shall be deemed to be followed by the
words "without limitation".
14.10 Compliance With All Applicable Laws and Re�ulations.
FWAI acknowledges and agrees and shall require Developer to acknowledge and agree to
comply fully with all applicable laws and reguiations that are currently in effect or that are hereafter
amended during the performance of this Contract. These laws include, but are not limited to:
➢ HOME Investment Partneiships Act as set out above
➢ Title VI of the Civil Rights Act of 1964 (42 U,S.C.
➢
0
➢
➢
➢
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Sections 2000d et seq.) including
provisions requiring r•ecipients of federal assistance to ensure meaningful access by
person of limited English pro�ciency
The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections
3601 etseq.)
Executive Orders 11063, 11246 as alnended by 11375 and 12086 and as supplemented
by Department of Labor regulations 41 CFR, Part 60
The Age Discrimination in Employment Act of 1967
The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
The Uniform Relocation Assistance and Real Pt•operty Acquisition Policies Act of 1970
(42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA")
Section 504 of the Rehabilitation Act of 1973 (29 U,S.C. Sections 794 et seq.) and 24
CFR Part 8 where applicable
National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et
seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water
Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order
11738 and Environmental Protection Agency Regulations at 40 CFR Pai-t 15. In no
event shali any amount of the assistance provided under this Contract be utilized with
respect to a facility that has given rise to a conviction under the Clean Air Act or the
Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
� specifically including the provisions requiring employer verifications of legal status of
its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the
Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and
the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that
certifications and disclosures be obtained from all covered peisons
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part
23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards
for new construction projects
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➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovely Act
➢ Guidelines of the �nvironmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland "Anti-Kickbacic" Act
(18 U.S.C. 874) as suppleinented in 29 CFR Part 5
➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other
contracts which involve the employment of inechanics or labot•el�s, Sections 103 and
107 of the Contract Worlc Hours and Safety Standards Act (40 U.S.C. 327A 300) as
supplemented by 29 CFR Part 5
➢ Section 3 of the Housing and Urban Development Act of 1968, and implementing
regulations related to housing and community development financial assistance at 24
CFR Pat�t 75
➢ Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by
the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et
seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R
➢ Regulations at 24 CFR Part 92, Hame Investment Pat•tnerships Program Final Rule
➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federai Awards, 2 CFR Pai�t 200 et seq.
➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as
amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101)
➢ Fedet•al Whistlebiower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324,
41 U.S.C. 4304 and 41 U.S.C. 4310
➢ Broadband Infrastructure Requirements, 24 CFR Part 5.100 and Section 706 of the
Telecommunications Act of 1996, 47 U.S.C. 1302
14.11 HUD-Assisted Proiects and Emplovment and other Economic
Opportunities; Section 3 Requirements.
14.11.1 Requirement to be included in Construction Contracts.
As mandated by Section 3 of the Housing and Urban Development Act of 1968 and
its related regulations at 24 CFR Part 75, FWAI shall ensure that Developer and Project
Construction Contractors shall, to the greatest extent feasible, provide employment opportunities
to low and moderate income workers and to low and moderate income residents of the Project
Service Area and to businesses owned by or employing low and moderate income worlcers, as
further defined and described in the Sections below.
14.11.2 Section 3 Definitions
14.11.2.1 Section 3 Worker means either a) a worker whose income is below
the income established by HUD for Section 3 compliance, which is 80% of the area median
income, or b) a worlcer that is employed by a Section 3 Business.
14.11.2.2 Targeted Section 3 Worker means a wot•ket• that lives within the
Project Service area and also meets the definition of a Section 3 Worker.
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14.11.2.3 Section 3 Business means a business that meets one of the following
conditions: a) is at least 51 % owned by Iow or moderate income persons; b) has had over 75% of
its labor houls performed over the last the months by low or moderate income persons; or c) is at
least 51 % owned by public housing residents or residents that currentiy live in Section 8-assisted
housing.
14.11.2.4 Project Service Area means the geogt•aphic area within one mile of
the Project Site which includes 5000 population, or the geographic area around the Project Site
which is large enough to include 5000 residents, as represented on Section 3 Project Service Area
Map attached as Exhibit I-1 to this Contract.
14.11.3 FWAI's Responsibilities for Section 3 Requirements.
City and FWAI understand and agree that compliance with the provisions of
Section 3, the regulations set forth in 24 CFR Part 75, and all applicable rules and orders of HUD
shall be a condition of the federal �nancial assistance provided to the project binding upon City
and FWAI, and their respective successois, assigns, contractois and subcontl•actors. It is further
agreed that FWAI shall require Developer to comply with this section 14.1 l. Failure to fulfill these
requirements shall subject FWAI and/or Developer and its contractors and subcontractors and their
respective successors and assigns to those sanctions specified by the grant agreement through
which federal assistance is provided and to such sanctions as are specified by 24 CFR Pai-t 75.
FWAI and Developer's responsibilities for fulfilling Section 3 requirements include:
14.11.3.1 Implementing procedures to notify potential Section 3 Workers and
Section 3 Businesses about training, employment, and contracting
opportunities generated by this Project Contract; ;
14.11.3.2 Notifying potential contractors working on Section 3 covered
projects of their responsibilities;
14.11.33 Facilitating the training and employment of Section 3 Workers and
the award of contracts to Section 3 Businesses;
14.11 .3.4 Assisting and actively cooperating with the Neighborhood Services
Department in malcing contractors and subcontractors comply;
14.11.3.5 Documenting actions taken to comply with Section 3; and
14.11.3.6 Submitting Section 3 Reports to the City as further described below.
14.11.4 Section 3 Reportin� Requirements.
In order to comply with the Section 3 requirements, FWAI and Developer must:
14.11.4.1 Report to the City within 30 days of award of the prime construction
contract, and regularly thereafter, the names, hourly wages, hours
worked, and reiated requit•ed infoimation for all nonprofessional
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Cowan Place Apartments Page 38
worlcers working on the Project, as shown on Exhibit G-1. This
information must be repot•ted through City's designated Section 3
and Davis-Bacon reporting software. These reports shall be
submitted monthly, or with each construction draw request. .
14.11.4.2 Require the Prime Contractor and all subcontractors to provide the
information required by Exhibit G-1 via the City's designated
Section 3 reporting software..
14.11.4.3 Submit, via City's designated Section 3 reporting software, or on
applicable forms as attached to this Contract, certifications
regarding the Section 3 Woricer and Targeted Section 3 Worlcer
status of all nonprofessional workers on the project.
14.11.4.4 Require all subcontractors to complete and submit Section 3
Business Certi�cations for subsequent submission to the City.
14.11.4.5 Advertise employment opportunities created by the Project to the
public for open competition within the City of Fort Worth, and
within the Project Service Area(s), and provide copies of such
advertisements to City with each quarterly Section 3 report, in the
form of printout of Texas Workforce Commission posting, copy of
newspaper advertisement, copy of flyers and listing of locations
where flyers were distributed, and the like.
14.11.4.6 Report to the City within 30 days of award of the Contract to the
Prime Contractor, and on a monthiy basis thereafter, a list of all
contracts awarded to to subcontractors for the Project. This shall
include name of all such subcontractois, their, addresses, zip codes,
and the amounts of each subaward as of the date of the report, as
well as the contact information for each subcontractor's Human
Resources Department or primary hiring official
14.11.4.7 Participate in, and require the Prime Contractoi• and subcontractors
to participate in at least one Neighborhood/Project Selvice Area Job
Fair organized by the Neighborhood Services Department to
promote employment of Section 3 and Targeted Section 3 Workers
during the contract period.
14.11.4.8 Coordinate and cooperate with the City in effoi�ts to publicize
employment and contracting opportunities associated with the
Project, including programs of the City's Minority and Women's
Business Enterprise (MWBE) offce, as described herein.
14.11.5 This Section 14.11 shall be included in its entirety in all Project construction
contracts or subcontracts totaling $200,000 or more.
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments Page 39
14.11.6 City and FWAI understand and agree that compliance with the provisions
of Section 3, the regulations set forth in 24 CFR Part 75, and all applicable rules and requirements
of HUD shall be a condition of the federal financial assistance provided to the Program binding
upon City and FWAI and theit• respective successors, assigns, contractors and subcontractors.
Failure to fulfill these requirements shall subject FWAI and its contt•actors and subcontractors and
their i•espective successors and assigns to those sanctions specified by the grant agreement through
which federal assistance is provided and to such sanctions as are specified by 24 CFR Part 75.
14.12 Prohibition A�ainst Discrimination.
14.12.1 General Statement.
FWAI acknowiedges and shall require Developet� to acknowledge that FWAI and
Developer, in the execution, performance or attempted performance of this Contract ot• the
Developer Loan Agreeinent, shall comply with all non-discrimination requirements of 24 CFR
92.350 and the ordinances codified at Chapter 17, Article III, Division 4— Fai�° Hoirsing o�the
City Code. FWAI and Developer may not discriminate against any peison because of race, color,
sex, gender, religion, national origin, familial status, disability or perceived disability, sexual
orientation, gender identity, gender expression, or transgender, nor will Developer permit its
officers, members, agents, employees, contractors, vendors or project participants to engage in
such discrimination.
FWAI acicnowledges and shall require Developer to acknowledge that this Contract is
made and entered into with reference speci�cally to the ordinances codified at Chapter 17, Article
III, Division 3- En�ployment Practices of the City Code, and FWAI and Developer hereby
covenant and agree that FWAI and Developer, its officeis, members, agents, employees and
contractors, have fully complied with all provisions of same and that no employee, or applicant
for employment has been discriminated against under the terms of such ordinances by either ot• its
officers, membeis, agents, employees, contractors or vendors.
14.12.2 No Discrimination in Employment durin� the Performance of this
Contract.
FWAI acknowledges and shall require Developer to acknowledge that during the
performance of this Contract or the Developer Loan Agreement, FWAI and Developer agree to
the following provision, and will require that its contractors, subcontt•actors and vendors also
comply with such provision by including it or a substantially similar provision in all contracts with
its contractors and vendors:
�Contractor's, Sarbcont�°actor's o�° Venc�or's Namel will not unlawfully discriminate
against any employee or applicants for employment because of race, color, sex, gender,
religion, national origin, fainilial status, disability or pei•ceived disability, sexual
orientation, gender identity, gender expression or transgender. jCont�°actor's,
Subcontr�acto�•'s or Vendor's Name1 will take affirmative action to ensure that applicants
are hired without regard to race, color, sex, gender, religion, national origin, familial status,
disability or perceived disability, sexual orientation, gender identity, gender expression or
transgender and that employees are treated fairly during employment without regard to
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apai�tments Page 40
their race, color, sex, gender, religion, national origin, familial status, disability or
perceived disability, sexual orientation, gender identity, gender expression or transgender.
Such actioi� shall include, but not be limited to, the following: employinent, upgrading,
demotion or transfer, recruitment or recruit�nent advertising, layoff or termination, rates of
pay or other forms of compensation, and selection for training, including appt•enticeship.
jContracto��'s, Si�bcontractor's or Vendo�°'s Name1 agrees to post in conspicuous places,
available to e�nployees and applicants for employment, notices setting forth tl�e provisions
of this nondiscrimination clause.
[Co��h�actor's, Sirbcont�°acto�°'s oi° 1/endo�•'s Nam�e� will, in all solicitations or
advertisements for employees placed by or on behalf of jConh�actor's, Subcontr°actof°'s or�
Ven�dor's Nam�el , state that ail qualified applicants will receive consideration for
employment without regard to race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender.
jContr�actor's, Sirbcontr�actoi°'s or Vendor's Namel covenants that neither it nor any of its
officers, members, agents, employees, or contractors, while engaged in performing this
Contract, shall, in connection with the employment, advancement or discharge of
employees or in connection with the terms, conditions or privileges of their employment,
discriminate against persons because of their age or because of any disability or perceived
disability, except on the basis of a bona fide occupational qualification, retirement plan or
statutoty requirement.
fConh�actor's, Szrbcontr�acto��'s or Vendo��'s Namel further covenants that neither it nor its
officers, members, agents, employees, contractors, or persons acting on their behaif, shall
specify, in solicitations or advertisements for empioyees to work on this Contract, a
maximum age limit for such employment unless the specified maximum age limit is based
upon a bona fide occupational qualification, retirement plan or statutory requirement.
14.12.3 Developer's Contractors and ADA.
FWAI acicnowledges and shall t�equit•e Developer to acknowledge that in accot�dance with
the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Developer warrants that
it will not uniawfully discriminate on the basis of disability in the provision of services to the
general public, nor in the availability, terms and/or conditions of employment for applicants for
employment with, or employees of FWAI or Developer. FWAI AND DEVELOPER
SEPARATELY WARRANT IT WILL FULLY COMPLY WITH ADA'S PROVISIONS
AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS
CONCERNING DISABILITY AND WILL TO THE EXTENT PERMITTED BY
APPLICABLE LAW, DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST
ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES,
CONTRACTORS, SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT
OF ITS AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS'
OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE-
REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE
PERFORMANCE OF THIS CONTRACT.
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments Page 41
14.13 Conflict of Interest and Violations of Criminai Law.
14.13.1 Developer Safe�uards.
FWAI acknowledges and shall require Developer to acknowledge that Developer shall
establish safeguards to prohibit its employees, board members, advisors and agents from using
positions for a puipose that is or gives the appearance of being motivated by a desire for private
gain for thelnselves or others, particularly those with whom they have family, business or other
ties. Developer shall disclose to City any conflict of interest or potential conflict of interest
described above, iminediately upon discovery of such.
14,13.2 General Prohibition A�ainst Conflicts of Interest.
FWAI acknowledges and shall require Developer to acknowledge that no peisons who are
employees, agents, consultants, officers or elected offcials or appointed of�cials of City, FWAI,
or of Developer who exercise or have exercised any functions or responsibilities with respect to
activities assisted with HOME funds or who are in a position to participate in a decision-making
process or gain inside information with regard to these activities may occupy a HOME Unit, may
obtain a financial interest or benefit fi�oin a HOME-assisted activity, or have an interest in any
contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for
themselves or those with whom they have family or business ties, during their tenure or for 1 year
thereafter, unless they are accepted in accordance with the procedures set forth at 24 C.F.R. Part
92.356.
14.13.2.1 FWAI and Developer shall establish conflict of interest policies for
Federal Awards and shall provide such policies in writing to City in
accordance with the requirements of 2 CFR Part 200.112.
14.13.3 Disclosure of Conflicts of Interest.
FWAI acknowiedges and shall require Developer to acknowledge that in compliance with
2 CFR Part 200,112, Developer is required to timely disclose to City in writing any potential
conflict of interest, as described in this Section.
14.13.4 Disclosure of Texas Penal Code Violations.
FWAI acknowiedges and shall require Developer to acknowledge that FWAI and
Developer each affirm that it will adhere to the provisions of the Texas Penal Code which prohibits
bribery and gifts to public set•vants.
14.13.5 Disclosure of Federal Criminal Law Violations.
FWAI acknowledges and shall require Deveioper to acknowledge that in compliance with
2 CFR Part 200.113, FWAI and Deveioper each are t•equired to timely disclose to City all
violations of federal criminal law involving fi�aud, bribery or gratuity violations potentially
affecting this Agreement.
14.14 Labor Standards.
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Cowan Place Apa�rtments Page 42
FWAI acicnowledges and agrees and shall require Developer to acknowledge and agree to
the following:
14.14.1 As applicable, FWAI and Developer agree to comply with the requirements of
the Secretaiy of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as amended,
the provisions of Contract Worlc Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all
othet• applicable Federal, state and local laws and regulations pertaining to labor standards insofar
as those acts apply to the performance of this Contract. FWAI and Developer agree to comply with
the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implelnenting regulations of the
United States Department of Labor at 29 CFR Part 5. FWAI and Developer shall lnaintain
documentation that delnonstrates compliance with hour and wage requirements of this Contract
and HOME Regulations. Such documentation shall be made available promptly to City for review
upon request.
14.14.2 FWAI and Developer agree that, except with r•espect to the t•ehabilitation or
construction of residential property containing less than 12 units assisted with HOME funds, all
contractois engaged undet• contract for construction, renovation or repait• work financed in whole
or in part with assistance provided undet• this Contract, shall comply with Federal requirements
adopted by City pertaining to such contracts and with the applicable requirements of the
regulations of the Depai�tment of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment
of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates
higher than those required under these regulations are imposed by state or local law, nothing
hereunder is intended to relieve FWAI or Developer of its obligation, if any, to require payment of
the higher wage. FWAI and Developer shall cause or require to be inserted in full, in all such
contracts subject to such regulations, provisions meeting the requit•ements of this paragraph.
14.14.3 If Davis-Bacon is applicable, FWAI and Developer shall provide City access to
employee payrolls, contt•actot• and subcontractor payrolls and other wage information for persons
performing construction of the Required Improvements. Payrolls must be submitted to the
Neighborhood Seivices Department with each Reimbursement Request, and must be available to
Neighborhood Set•vices Department staff upon request. In addition, FWAI and Developer shall
ensure that City will have access to employees, contractors and subcontractors and their respective
employees in or•der to conduct onsite interviews with laboreis and mechanics. FWAI and
Developer shall inform its contractors and subcontractois that City staff or federal agencies may
conduct periodic empioyee wage interview visits during construction of the project to ensure
compliance.
14.15 Subcontractin� with Small and Minoritv Firms, Women's Business
Enterprises and Labor Surplus Areas.
FWAI acknowledges and agrees and shall require Developer to acknowledge and agree to
the following:
14.15.1 FWAI acknowledges and agrees and shall require Developer to acknowledge
and agree that for contracts $100,000.00 or larger, FWAI and Developer agree to abide by City's
policy to involve certified Business Equity Firms and to provide them equal opportunity to
compete fot• contracts for construction, provision of professional services, purchase of equipment
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments Page 43
and supplies and provision of other services required for the completion of the project, as stated
herein. For this Contract and the Developer Loan Agi•eement, FWAI and Developer must
comply with all federai Section 3 requirements. Additionally, Developer must mal<e good faith
efforts to work with the City of Fort Worth's Diveisity and Inclusion Depai�tment to ensure that
Business Equity Firms certified with the City are engaged to the extent possible for any covered
contracts procured after the effective date of this Contract.
14.15.2 FWAI acknowledges and aQrees and shall require Developer to acknowled�e
and a�ree that it is national policy to awat•d a fair share of contracts to disadvantaged business
enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises
("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be
taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of
supplies, equipment, construction and services.
14.15.3 FWAI acknowledges and agrees and shall require Developer to acknowledge
and agree that in order to comply with the reporting requirements of 24 CFR Part 92.508 (a)(7)(ii),
FWAI and Developer must submit the form attached hereto as Exhibit "K" — Contract and
Subcontract Activity Reporting Form for each contract or subcontract with a value of $25,000
or more paid, or to be paid, with HOME funds. This form shail be submitted with the final
Reimbursement Request.
14.16 Other Laws.
FWAI acknowledges and agrees and shall require Developer to acknowledge and agree
that failure to list any federal, state or City ordinance, law or regulation that is applicable to
Developer does not excuse or relieve Developer from the requirements or responsibilities in regard
to following the law, nor from the consequences or penalties for FWAPs or Developer's failure to
follow the law, if applicable.
14.17 Assi�nment.
14.17.1 FWAI acl<nowledges and agrees and shall require Developer to acknowledge and
agree that FWAI or Developer shall not assign all or any part of its rights, privileges, or duties
under this Contract without the prior written approval of City. Any attempted assignment of same
without approval shall be void, and shall constitute a breach of this Contract. Any approved
assignment of this Contract shall include assumption of the HOME Loan.
14.17.2 The City of Fort Worth consents to assignment of the HOME obiigations, City
obligations, and all other legal or grant requirements contained in this Contract fi-om FWAI to
Developer. Nothing herein shall be deemed a novation of FWAI of any obligations and FWAI
shall continue to be responsible for compliance with all HOME obligations, City obligations, and
all other legal or grant requirements contained herein to the extent Developer does not comply ot•
otherwise satisfy the obligation. City must approve the form and substance of the assigmnent to
Developer fi�om FWAI.
14.18. Ri�ht to Inspect FWAI and Developer Contracts.
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments Page 44
FWAI acicnowledges and agrees and shall require Developer to acicnowledge and agree
that that City has the right to inspect and approve in writing any proposed contracts or other legally
binding documents between (i) FWAI and Developer regarding the HOME funds, and this right
shall further require City's approvai of both the fot•m and substance of the contracts and other
documents, (ii) Developer and its general contractor and subcontractors, including any lower tier
subcontractors engaged in any activity that is funded as part of the construction of the Required
Improvements, (iii) Developer and any vendor contracts arising out of the operation of the project,
and (iv) Developer and any third party contracts to be paid with HOME Funds, prior to any charges
being incurred.
14.19 Force Majeure.
FWAI acknowledges and agrees and shall require Developei• to acicnowledge and agree
that if FWAI or Developer becomes unable, either in whole or part, to ful�ll its obligations under
this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public
enemies, wars, blockades, insurrections, riots, pandemics and epidemics, earthqualces, fires,
floods, restraints or prohibitions by any court, board, department, commission or agency of the
United States or of any States, civii disturbances, or explosions, inclement weather, or some other
reason beyond FWAI or Developer's control (collectively, "Force Majeure Event"), the
obligations so affected by such Force Majeure Event will be suspended only during the
continuance of such event and the completion date for such obligations shall be extended for a like
period. FWAI or Developer will give City written notice of the existence, extent and nature of the
Fot•ce Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to
give notice will result in the continuance of the FWAI's or Developer's obligation regardless of
the extent of any existing Force Majeut•e Event. FWAI and Developer will use commercially
reasonable efforts to remedy its inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to Affordability Requirements, indemnity
obligations, reporting requirements, auditing, monitoring, tenant income eligibility, t•ecord lceeping
and reports, City ordinances, the provisions of Section 6.6 pertaining to SAM, ot• any HOME
requirements, and any default and enforcement provisions necessary to enforce such provisions,
shall survive the termination of this Contract for the longer of (i) 5 years after the termination date
of this Contract, or (ii) 5 years after the termination of the Affordability Period unless a different
survival period is speci�cally set forth herein, and shall be enforceable by City against FWAI.
14.21 REVIEW OF COUNSEL.
The Parties acknowledge that each Party and its counsel have reviewed and revised this Contract
and that the normal rules of construction to the effect that any ambiguities are to be resoived against
the drafting party shail not be employed in the interpretation of this Contract or any of the exhibits
attached hereto.
15. INDEMNIFICATION AND RELEASE.
FWAI acknowledges and agrees and shall require Developer to acicnowledge and agree to
indemnity provisions in favor of City in substantially similar form as follows:
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FWAI, TO THE EXTENT PERMITTED BY APPLICABLE LAW, COVENANTS
AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN
EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES
FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS OF ANY KIND OR
CHARACTER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY LOSS
OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS
CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE
PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN
PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, BUT NOT FROM
THE CITY'S, OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, AND FWAI HEItCBY ASSUMES ALL LIABILITY AND
RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND
EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR
DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH TH� EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF TffiS
CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND
SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED
IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, BUT
NOT FROM THE CITY'S, OR CITY'S OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. FWAI, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, FURTHER COVENANTS AND AGREES TO AND DOES
HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY
AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING
OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF FWAI, ITS
OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR
CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF
CITY, , BUT NOT FROM THE CITY'S, OR CITY'S OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH FWAI AND CITY,
THAT TH� INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES
INDEMNITY BY FWAI, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO
IND�MNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN
NEGLIGENC�, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR
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CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH, BUT NOT THE
CITY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
FWAI, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AGREES TO
AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL
REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR
LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR
INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE
INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR
CONCUI2RENT NEGLIGENCE, BUT NOT THE CITY'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
FWAI SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS
A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME
FORM AS ABOVE.
16. WAIVER OF IMMUNITY BY FWAI AND DEVELOPER.
FWAI acicnowledges and agrees and shall require Developer to acknowledge and agree
that if FWAI or Developer is a charitable or nonprofit oi•ganization and has or claims an immunity
or exemption (statutory or otherwise) from and against liability for damages or injury, including
death, to persons or property, FWAI and/or Developer hereby expressly waives its rights to plead
defensively such immunity or exemption as against City. This section shall not be construed to
affect a governmental entity's immunities under constitutional, statutory or common law.
17. INSUI2ANCE AND BONDING.
FWAI maintain and shall require that Developer maintain coverage in the form of
insurance or bond in the amount of $500,000.00, which is the totai amount of the Loan and the
Developer Loan, to insure against loss fi�om the fi•aud, theft or dishonesty of any of FWAI's or
Developer's officeis, agents, trustees, directois or employees. The proceeds of such insurance or
bond shall be used to reimburse City for any and all loss of HOME Funds occasioned by such
misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating
that reimbursement for any loss or losses shall name the City as a Loss Payee.
FWAI acicnowledges and agr•ees and shall require Developer to acknowledge and agree
that Developer shall furnish to City, in a timely manner, btrt not later than 60 days after the
Effective Date, cei�tificates of insurance as proof that it has secured and paid for policies of
commercial insurance as specified het•ein. Further, if City has not received such certificates as set
forth herein, FWAI and Developer shall be in default of the Contract, the Developer Loan
Agreement, and City may at its option, terminate the Contract and the Developer Loan Agreement.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted pet•foimance or nonperformance of this Contract. FWAI shall
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require that Developer maintain, or require its general contractor to maintain, the following
coverages and limits thereof:
Commercial General Liability (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Business Automobile Liabilitv Insurance
$300,000 each accident on a combined single-limit basis
$300,000 Aggregate
Insurance policy shall be endorsed to cover "Any Auto" defined as autos owned, hired and
non-owned. Pending availability of the above coverage and at the discretion of City, the policy
shall be the primary responding insurance policy versus a personal auto insurance policy if or
when in the course of Developer's business as contracted herein.
Worlcers' Compensation Insurance
Part A: Statutoiy Limits
Part B: Elnployer's Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
Note: Such insurance shall cover employees performing worlc on any and ail projects
including but not limited to construction, demolition, and rehabilitation. Developer or its
contractors shall maintain coverages, if applicable. In the event the respective contractors
do not maintain coverage, Developer shall maintain the coverage on such contractor, if
applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more
fi�equently than once evely 12 months, and FWAI shall require that Developer shall revise such
amounts within 30 days following notice to FWAI and Developer of such requirements.
FWAI acknowledges and agrees and shall r•equire Developet• to acknowledge and agree that
Developer must submit to City documentation that it, and its general contractor, have obtained
insurance coverage and have executed bonds as required in this Contract prior to payment of any
monies provided hereunder.
FWAI acknowledges and agrees and shall require Developer to acknowledge and agree that where
applicable and appropriate, insurance policies required herein shail be endorsed to include City as
an additional insui•ed as its interest may appear. Additional insured pai�ties shall include
employees, officets, agents, and volunteeis of City.
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The Workeis' Compensation Insurance policy shall be endotsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver
of such requirement or as a waiver of the insurance reguirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by
the Departinent of Insurance or be otherwise eligible and authorized to do business in the state of
Texas. Insurers shail be acceptable to City insofar as their financial strength and solvency and
each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII
or other equivalent insurance industt•y standard rating otherwise approved by City.
Deductible limits on the foregoing insurance policies shall be at commercially reasonable levels,
and in no event exceed $100,000 per occurrence.
In the event there are any local, federal or other regulatory insurance or bonding requirements for
the project, and such requirements exceed those specified herein, the former shall prevail.
FWAI acknowledges and agrees and shall require Developer to acicnowledge and agree that
Developer shall require its contractors to maintain appiicable insurance coverages, limits, and
other requirements as those specified herein; and, Developer shall requir•e its contractors to provide
Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall
require its contractors to have City and Developer endorsed as additionai insut•eds (as their interest
may appear) on their respective insurance policies where applicable and appropriate.
FWAI acknowledges and agrees and shall require Developer to acknowledge and agree that
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
18. CERTIFICATION REGARDING LOBBYING.
The undeisigned for FWAI hereby cet•tifies, to the best of its knowledge and belief, that:
No Fede��al approprzated ficnds have been paid or tivill be paid, by or on behalf of
Developer, to any person for inflarenci»g or attempting to inflzience an office�° or
employee of any agency, a membeT^ of Cong��ess, an officer or employee of Congr�ess
in connection ��ith the art�arding of af�y Federal conh°act, the making of any federal
grant, the making of any Federal loan, the ente�°ing into of any coope�^ative
agreement and the extension, contina�ation, renewal, amendment, o�° modification
of any Federal contract, grant, loarr o�� cooperative ag�°eement.
If an}� funds othe�� than federally appropriated fi�nds have been paid or will be paid
to any person for influerrcing or attempting to influence a�� office�^ o�° employee of
any agency, member of Congress in connection with this Federal conh°act, g��ant,
loan or cooperative ag-�°eement, Developer shall complete anc� submit Standa��d
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Form-LLL, "Disclosui°e Form to Report Lobbyi�Zg, " in acco��dcrj�ce �vith its
insh�uctions.
This cei°tificatio» is a material �°ep�°esentatioj� of fact zrpon ��hich ��eliance ���as
placed 1��hen this Corth�act ti-vas made or entered into. Sirbmission of this ce�°tiftcate
is a prerequisite foi° maki»g or enterin�g ir�to this Contr°act imposed by 31 U.S.C.
Section 1352. Any perso» ��ho fails to file the j�equired cert�cation shall be subject
to cz civil penalty of not less than $10,000.00 and not more than $100,000.00 fo�°
each such failzr�•e.
FWAI shall require that the language of this certi�cation be included in all subcontracts or
agreements involving the expenditure of federal funds, including the Developer Loan Agreement
with Developer.
19. RELIGIOUS ORGANIZATION.
FWAI acl<nowledges and agrees and shall require Developer to acknowledge and agree
that Developer shall coinply with all applicable requirements as more particularly described in 24
CFR Part 5.109. No pot•tion of the HOME Funds shall be used in suppol�t of any sectat•ian or
religious activity. In addition, there must be no religious or membership criteria for tenants of a
HOME-funded unit.
19.1 Separation of Explicitly Reli�ious Activities.
FWAI acicnowledges and agrees and shall require Developer to acknowledge and agree
that Developer retains its independence and may continue to carry out its mission, including the
definition, development practice, and expression of its religious beliefs, provided that it does not
use HOME Funds to support or engage in any explicitly religious activities (including activities
that involve overt religious content such as worship, religious instruction, or proselytization), or
in any other manner prohibited by law.
19.2 Explicitly Religious Activities.
FWAI acknowledges and agrees and shall require Developer to acknowledge and agree
that if Developer• engages in expl'rcitly religious activities (including activities that involve overt
religious content such as worship, religious instruction, or proselytizat'ron), the explicitly religious
activities must be offered separately, in time or location, fi�om the programs or activities supported
by HOME Funds and pat�ticipation must be voluntary for tenants of a HOME-funded unit.
20. LITIGATION AND CLAIMS.
FWAI acknowledges and agrees and shall require Developet• to acknowledge and agree
that FWAI and Developer shall give City immediate notice in writing of any action, including any
proceeding before an administrative agency, filed against FWAI or Developer in conjunction with
this Contract, the Developer Loan Agreement, or the project generally. FWAI and/or Developer
shall furnish immediately to City copies of ail pertinent papers t•eceived by Developer or FWAI
with respect to such action or ciaim. FWAI and/or Developer shall provide a notice to City within
10 calendar days upon �ling under any banki•uptcy or financiai insolvency provision of law.
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21. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be effective
upon receipt when (i) sent by U.S. Mail, with proper postage, certi�ed mail return receipt
requested; (ii) by a nationally recognized ovel-night delivery service; (iii) by electronic mail or
other commercially reasonable manner; and addressed to the other Party at the address set out
below or at such other address as the receiving Party designates by proper notice to the sending
Party.
Citv;
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
Attention: Jo Ann Pate
Telephone: 817-392-6259
Copy to:
Neighborhood Services Department
200 Texas Street
Fort Wot�th, TX 76102
Attention: Chad LaRoque
Telephone: 817-392-2661
FWAI:
Fort Worth Affordability, Inc.
1201 E. 13t" Street
Fort Worth, TX 76102
Attention: Mary-Margaret Lemons
Telephone: (817) 333-3401
Investor•
Wincopin Circle LLLP
Attention: Asset Management
c/o Enterprise Community Asset Management, Inc.
11000 Broken Land Parkway Suite 700
Columbia, MD 21044
Special Limited Partner:
FW Rosedale MBS SLP, Inc.,
Attention: Hillaiy Zimmerman
720 Oliver Street, Ste 2500.
St. Louis, MO 63101
22. FWAI HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
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FWAI represents that it possesses the legal authority, pursuant to any proper, appropriate
and official motion, resolution or action passed or taken, to enter into this Contract and to perform
the responsibilities herein required.
23. INVESTOR'S AND SPECIAL LIMITED PARTNER'S RIGHTS TO CUFtE.
The Parties agree that the Investor and the Special Limited Partner shall each independently
have the right, but not the obligation, to cure any default by or complete any obligation of the
Developer or FWAI under the Loan Documents oi• the Developer Loan Documents during the cure
period or completion period provided therein, and the Parties hereto agree to accept any such cure
or completion tendered by the Investor or the Special Limited Partner.
24. BOYCOTTING ISRAEL PROHIBITED.
FWAI acknowledges and agrees and shall require Developer to acknowledge and agree to
the same. FWAI acknowiedges that in accor•dance with Chapter 2270 of the Texas Government
Code, City is prohibited fi�om entering into a contract with a company for goods or set•vices unless
the contraci contains a written verification from the company that it: (1) does not boycott Israei;
and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Contract, FWAI certifies that FWAI's signature provides
written verification to City that FWAI: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of this Contrac�
25. IMMIGRATION NATIONALITY ACT.
FWAI acknowledges and agrees and shall requir•e Developer to acknowledge and agr�ee to
the same. FWAI shall verify the identity and employment eligibility of its employees who perform
work under this Contract, including completing the Empioyment Eligibility Verification Form (I-
9). Upon request by City, FWAI shall provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Contract. FWAI shail
adhere to all Federal and State laws as well as establish appropriate procedures and controls so that
no services will be performed by any FWAI employee who is not legally eligible to perform such
services. FWAI, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PAR.AGRAPH BY FWAI,
FWAI'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon
written notice to FWAI, shall have the right to immediately terminate this Contt•act for violations
of this provision by FWAI.
26. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be considered
an original, but all of which shall constitute one instrument which may be sufficiently evidenced
by one counterpart.
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Cowan Place Apartments Page 52
27. FWAI and Developer an Independent Contractor.
FWAI and Developer shall operate hereunder as an independent contractor and not as an
of�cer, agent, servant or employee of City. FWAI and/or Developer shall have exclusive control
of, and the exclusive right to control, the details of the worlc and services performed hereunder,
and all persons performing same, and shali be solely responsibie for the acts and omissions of its
offcers, lnembers, agents, servants, elnployees, contractois, subcontractors, vendors, tenants,
Iicensees or invitees.
28. Doctrine of Respondeat Superior.
FWAI agrees that: the doctrine of respondeat superior shall not apply as between City,
FWAI, and Developer, any officers, members, agents, servants, employees, contractols,
subcontractois, vendors, tenants, licensees or invitees. FWAI agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City, FWAI and Developer.
It is further understood that City shall in no way be considered a Co-employer or a Joint einployer
of FWAI or Developet• or any officers, agents, servants, employees or subcontractor of FWAI or
Developer. Neither FWAI nor Developet•, nor any offcet•s, agents, servants, employees or
subcontt�actor of FWAI or Developer shall be entitled to any employment benefits fi�om City.
FWAI and Developer shall be responsible and liable for any and all payment and reporting of taxes
on behalf of itself, and any of its officer•s, agents, servants, employees or subcontractor. City does
not have the legal right to control the details of the tasks performed hereunder by FWAI oz•
Developer, its officet•s, members, agents, employees, contractois, subcontractors, vendors,
licensees or invitees.
29. FWAI and Developer Propertv.
FWAI agrees that City shall under no circumstances be responsible for any property
belonging to FWAI or Developer, any officeis, membeis, agents, employees, contractors,
subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destroyed or in
any way damaged and FWAI, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
AND DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARIVILESS CITY AND ITS
OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS
PERTAINING TO OR CONNECTED WITH SUCH PROPERTY, SAVE AND EXCEPT
THOSE ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF THE CITY, ITS OFFICERS, AGENTS OR EMPLOYEES.
30. Survival.
Any provision of this Contract that pertains to Performance Requirements, indemnity
obligations, reporting requirements, auditing, monitoring, tenant income eligibility, record keeping
and reports, City ordinances, compiiance with any federal obligations, and any default and
enforcement provisions necessary to enforce such provisions, shall survive the termination of this
Contract for the longer of (i) 5 years after the termination date of this Contract, or (ii) 5 years after
the termination of the Performance Period unless a different survivai period is specifically set fot�th
herein, and shall be enforceable by City against FWAI.
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Cowan Place Apai�tments Page 53
31. Prohibition on Bovcottin� Ener�y Companies.
FWAI acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited fi�om entering into a
contt•act for goods or services that has a value of $100,000 or more that is to be paid wholly or
partly fi�om public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
"boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the
extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreeinent, FWAI certi�es that FWAI's signature provides written verification to the City that
FWAI: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the tenn of this Contract.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries.
FWAI acicnowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited fi�om entering
into a contract for goods or set•vices that has a value of $100,000 or more that is to be paid wholly
or partiy fi�om public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification fi�om the company that it: (1) does not have a practice,
policy, guidance, or directive that discriminates against a�rearm entity or �rearm trade
association; and (2) wiil not discriminate during the term of the contract against a�rearm entity or•
fir•earm trade association. The terms "discriminate," "fireal-m entity" and "firearm trade
association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, FWAI certifies that
FWAI's signature provides written verification to the City that FWAL• (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity ot� firearm trade
association; and (2) will not discriminate against a firearm entity or frearm trade association
during the term of this Contract.
33. ELECTRONIC SIGNATURES.
This Agreement may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature" means electronically scanned and transmitted veisions (e.g.
via pdf file or facsimile transmission) of an original signature, or signatw•es electronically inserted
via software such as Adobe Sign.
[SIGNATURES APPEAR ON NEXT PAGE]
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Cowan Place Apartments Page 54
IN WITN�SS WH�REOF, the Pai•ties have executed 3 duplicate originals of this
Contract to be effective as of the Effective Date.
ST:
I �"
�City Secretary v
M&C 21-0499 Dated June 22, 2021
Form 1295: 2021-798933
� ...
Jo
AS �f�Fs?RM AND LEGALITY:
CITY OF FORT WORTH
BY� ��u�..d.l_a..L._--
Fet•nando Costa, Assistant City Manager
Date: 9�13 �2a2�
t City
.�,�`���OF�T.�o
�� •.�
�
Cj : �
y°s . �e
� �XAS�
FORT WORTH AFFORDA
a Texas nonpro�t corporation,
, INC.
By: %
Mary-Mat�•g,� t Lemons,
S ecretaru!`I'reasurer
CiTy of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the pei•son responsible
For the monitoring and administration of this contract, including
Ensuring all performance and reporting requirements.
Ci�c
Chad LaRoque, Housing Development and Grants Manager•
�. '-� +' '� _ � � �
,- -,, �.,,. .
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments
�"�'' �����tG;`I�'C (�i� 'II 5`;,
Signature Page
IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this
Contract to be effective as of the Effective Date.
ATTEST:
CITY OF FORT WORTH
By:
City Secretary Fernando Costa, Assistant City Manager
M&C 21-0499 Dated June 22, 2021
Form 1295: 2021-798933 Date: _ _ _ _
APPROVED AS TO FORM AND LEGALITY:
Jo Ann Pate, Assistant City Attorney
FORT WORTH AFFORDABILITY, INC.
a Texas nonprofit corporation,
(
:
Date:
�
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
For the monitoring and administration of this contract, including
Ensuring all performance and reporting requirements.
Chad LaRoyue, Housing Development and Grants Manager
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments Signature Page
EXHIBITS:
Exhibit "A" — Project Summary
Exhibit "A-1" — HUD Rent Limits
Exhibit "A-2" — Environmental Mitigation Action
Exhibit "B" — Budget
Exhibit "C" — Construction and Reimbursement Schedule
Exhibit "D" — Audit Requirements — Nof Applicable
Exhibit "E" — Loan Documents
Exhibit "F" — Reimbursement Forms
Exhibit "G" — Project Compliance Report: Rental Housing
Exhibit "H" — Federal Labor Standards Provisions — Davis-Bacon Requirements
Exhibit "I" — Section 3 Reporting Forms
Exhibit "I-1" — Section 3 Project Service Area Map
Exhibit "J" — Standards for Complete Documentation
Exhibit "K" - Contract and Subcontract Activity Reporting Form
Exhibit "L" - Deed Restriction
Exhibit "M" - Not Applicable
Exhibit "N" - VAWA Forms
Exhibit "O"— HOME Requirements
HOME DEVELOPER RENTAL CONTRACT Rev. 8/16/2021
Cowan Place Apartments List of Exhibits Page
EXHIBIT "A"
PROJECT SUMMARY
COWAN PLACE APARTMENTS
Capitalized terms not defined hel-ein shall have meanings assigned to the�n in the Contract.
DESCRIPTION:
Developer will use HOME Funds for a portion of the costs to develop the Cowan Place Apartments,
an affordable housing development for seniors age 55 yeats and oldet• on approximately 5.1 acres.
The project wiil have 1 residential building which will consist of up to 174 units including 163
one-bedroom units and 11 two-bedroom units. The four-stoiy t•esidential building will consist of
a community and activity space including a movie room, billiards table, health suite, beauty salon
and �tness center. The common at•eas will be lighted to provide added security for residents and
Cowan Place will be located within close proximity to public transportation and nearby amenities
including Rosedale Plaza Parlc.
FWAI acknowledges and shall t•equire that Developer acicnowiedge that Developer and FWAI will
be entitled to malce Reimbursement Requests unti130 days after the Coinpletion Deadline.
In consideration for the HOME Funds, FWAI acknowledges and agrees and shall require that
Developet• agrees to provide the following information and ineet the following requirements:
• Designate 13 Accessible Units in accordance with Section 504 requirements and the terms
of the Contract. Accessible Units shall be marketed in accordance with Section 7.7 of the
Contract.
• Designate 4 floating HOME Units in the project. Of these 4 HOME Units, 0 will be High
HOME Units and 4 will be Low HOME Units. HOME Rents will be charged in accordance
with the rents set forth in Exhibit "A-1" — HUD Rent Limits, published annually by HUD,
and shall not exceed the High HOME Rent.
• Submit Exhibit "G" - Project Compliance Report: Rental Housing regarding the
household income, size, race, ethnicity, gender of head of household, disabiiity status, and
rental assistance type for the initial tenant of the �rst HOME Unit to be leased. CITY WILL
WITHHOLD $50,000.00 OF THE HOME FUNDS UNTIL CITY VERIFIES THAT
ALL HOME UNITS ARE LEASED TO HOME ELIGIBLE HOUSEHOLDS.
� If the 4 HOME Units do not qualify as affordabie rental housing immediately upon lease-
up or at any time during the Affordability Period, the City may invoke any remedies
provided in the Contract, the Developer Loan Agreement, the Loan Documents, or the
Developer Loan Documents.
• Submit to the City, throughout the Affordability Period, a copy of its annual audit and
annual reports that are submitted to TDHCA.
SPECIFIC PURPOSE:
The specific purpose of this project is to benefit low and moderate income individuals and families
by pt•oviding them with affordable housing.
PROJECT OBJECTIVES:
The project will provide 174 housing units affordable to households earning less than 60% of
AMI, of which 4 will be designated as HOME Units. Additionally, the project will provide 9
PSH Units.
HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Rev. 08/19/2021
Cowan Place Apartments Page 1
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EXHIBIT "A-2"
ENVIRONMENTAL MITIGATION ACTION
COWAN PLACE APARTMENTS
FWAI aclrnowledges and agrees and will require Developer to acicnowledge and agree that HOME Funds
may be reimbursed for exempt activities; however, HOME funds will not be paid, and costs cannot be
incurred, until City has conducted and completed an environmental review of the proposed project site as
required under 24 CFR Part 58. The environmental review may result in a decision to proceed with,
modify, or cancel the project. Further, FWAI or Developer will not undertalce or commit any funds to
physical or choice limiting actions, including property acquisition, demolition, movement, rehabilitation,
conversion, repair or construction until satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
Special conditions, procedures, and requirements identiiied for the project may include and are not limited
to mitigation of any adverse effects identified by the environmental review process. The special conditions,
procedures, and requirements may differ and are subject to approval by City and HUD.
Environmental Mitigations are as follows:
City will provide Developer the executed environmental review record and certifications. Developer agrees
to abide by the special conditions, procedures, and requirements of the executed environmental review
certification approved by HUD.
Law, Authoritv. or Factor I Miti�ation Measure
Noise Abatement & Control Facades classified as "maximum fa�ade noise level" on Figure 5 of the
Acoustic Assessment in Attachment J inust include the following assemblies
in the construction:
• Wall: 4-inch brick with a 2-inch airgap to the rigid foam insulation board,
one layer 5/8-inch plywood supported on 6-inch wood studs with fiberglass
batt insulation in the cavity and one layer 5/8-inch type X gypsum board at the
interior. Min, STC 60
• Roof: Two layers %2-inch plywood roo�ng board on minimum 12-inch deep
joists with fiberglass batt insulation or blown-in insulation in the cavity.
Ceiling should be one layer 5/8-inch type X gypsum board on resilient rails or
clips. Min. STC 53
• Window: 2-1/8-inch double laminated insulating glass (1/2-inch thick
agminated glass, 3/4-inch airspace, 3/4-thick laminated glass). Min. STC 45
In the units situated with the living room at the corner of the building, a
maximum of 160 sq. ft. of glazing at the living rooms and 80 sq. ft. of glazing
at the bedrooms must be used. In the units situated with the bedroom at the
corner of the building, a maximum of 100 sq. ft. of glazing at the living rooms
and 120 sq. ft. of glazing at the bedrooms must be used. Facades classified as
"moderate fa�ade noise level" on Figure 5 of the Acoustic Assessment in
Attachment J must include the following assemblies in the construction:
• Wall: 4-inch brick with a 2-inch airgap to the rigid foam insulation board,
one layer 5/8-inch plywood supported on 6-inch wood studs with fiberglass
batt insulation in the cavity and one layer 5/8-inch type X gypsum board at the
interior. Min. STC 60
• Roof: Two layers '/2-inch plywood roofing board on minimum 12-inch deep
ioists with fiber�lass batt insulation or blown-in insulation in the cavity.
HOME DEV�LOPER RENTAL CONTRACT — �XHIBITS
Cowan Place Apartments Page 3
Ceili�lg should be one layer 5/8-inch type X gypsum board on resilient rails or
clips. Min. STC 53
• Window: 1-inch laminated insulating glass (1/4-inch thicic lalninated glass,
1/2-inch airspace, 1/4-thick glass). Min. STC 39 In the units situated with the
living room at the corner of the building, a Maximum of 160 sq. ft. of glazing
at the living rooms and 80 sq. ft. of giazing at the bedrooms must be used. In
the units situated with the bedroom at the corner of the building, a maximuin
of 100 sq. ft. of glazing at the living rooms and 100 sq. ft. of glazing at the
bedrooms must be used. Facades classified as "quiet fa�ade noise level" on
Figure 5 of the Acoustic Assessment in Attachment J must include the
following assemblies in the construction:
• Wall: 4-inch bi•icic with a 2-inch airgap to the rigid foam insulation board,
one layer 5/8-inch plywood supported on 6-inch wood studs with fibeiglass
batt insulation in the cavity and one layer 5/8-inch type X gypsum board at
thein terior. Min. STC 60
• Roof: Two layers'/2-inch plywood roo�ng board on minimum 12-inch deep
joists with fiberglass batt insulation or blown-in insulation in the cavity.
Ceiiing should be one layer 5/8- inch type X gypsum board on resilient rails or
clips. Min. STC 53.
• Window: 1/2-inch insulating glass (1/8-inch thick glass, 1/4-inch aiispace,
1/8-thick glass). Min STC 28. In the units situated with the living room at the
corner of the building, a maximum of 160 sq. ft. of glazing at the living rooms
and 80 sq. ft. of glazing at the bedrooms must be used. In the units situated
with the bedrooln at the corner of the building, a maximum of 100 sq. ft.
fiberglass batt insulation or blown-in insulation in the cavity. Ceiling should
be one layer 5/8-inch type X gypsum board on resilient rails or clips. Min.
STC 53
• Window: 1-inch laminated insulating glass (1/4-inch thicic laminated glass,
1/2-inch aiispace, 1/4-thick glass). Min. STC 39 In the units situated with the
living room at the corner of the building, a maximum of 160 sq. ft. of glazing
at the living rooms and 80 sq. ft. of glazing at the bedrooms must be used.
In the units situated with the bedroom at the corner of the building, a max. of
100 sq. ft. of glazing at the living rooms and 100 sq. ft. of glazing at the
bedrooms must be used. Facades classi�ed as "quiet fa�ade noise level" on
Figure 5 of the Acoustic Assessment in Attachment J must include the
following assemblies in the constiuction:
• Wall: 4-inch brick with a 2-inch airgap to the rigid foam insulation board,
one layer 5/8-inch plywood supported on 6-inch wood studs with fiberglass
batt insulation in the cavity and one layer 5/8-inch type X gypsum board at the
interior. Min. STC 60
• Roof: Two layer•s '/z-inch piywood roofing board on minimum 12-inch deep
joists with fiberglass batt insulation or blown-in insulation in the cavity.
Ceiling should be one layer 5/8-inch type X gypsum board on resilient rails or
clips. Min. STC 53.
• Window: 1/2-inch insulating glass (1/8-inch thick glass, 1/4-inch airspace,
1/8-thick glass). Min STC 28. In the units situated with the living room at the
corner of the building, a maximum of 160 sq. ft. of glazing at the living rooms
and 80 sq. ft. of glazing at the bedrooms must be used. In the units situated
with the bedroom at the corner of the building, a maximum of 100 sq. ft. of
glazing at the living rooms and 120 sq. ft. of glazing at the bedrooms must be
used. Should the optional rooftop terrace be constt•ucted, the following is
required:
HOME DEVELOPER RENTAL CONTRACT — EXHIBITS
Cowan Place Apa►•tments Page 4
• A 12-foot masonry wall along the east side of'the terrace, extiending 12 feet
beyond the north edge of the terrace
• A 5-foot masoniy screening wall for the entire width of the north edge of the
terrace
Contamination and Toxic The AARST "Soil Gas Control Systems in New Construction of Buildings"
Substances (CC-1000 2018) standard must be used in the design and construction of the
buildin .
Historic Preservation Should an archaeological site or artifacts inadvertently be uncovered, the City
must be immediately notified and a11 construction and ground disturbing
activities halted, so that the City may be able to contact the Delaware Nation,
Coushatta Tribe of Louisiana, and appropriate state agencies within 24 hours
of the discovery and arrange for a proper archaeological assessment to be
made.
Waste Water / Sanitary The final waste water plan must be approved by the City of Fort Worth priot• to
Sewet•s construction.
Water Supply The final water plan must be approved by the City of Fort Worth prior to
construction.
Vegetation, Wildlife During construction, all active nests should be avoided, and if found, a
biologist with the USFWS must be notified. No trees or bushes that have
active nests in them may be cut down without �rst consulting with the
USFWS, who will then determine if an onsite assessment from a qualified
biolo ist is necessar .
Solid Waste Disposal / Solid waste and recycling pt•oviders must be selected and in place before
Rec clin construction can be in.
HOME DEVELOPER RENTAL CONTRACT — EXHIBITS
Cowan Place Apa►•tments Page 5
EXHIBIT "B"
BUDGET
COWAN PLACE APARTMENTS
SOURCES AND USES
Citv is providin� fundin� to FWAI to be loaned to Developer for the benefit of the Project.
Accordingly, the followin� chart shows the sources and uses for the Project �enerally, not fundin� to
FWAI.
Development Name: � Cowan Place Apartments
Priority
Source # Fundin Descri tion of Lien Construction Financin Pennanent Financin Financin Partici ants
1 Construction Loan � St $15,677,000 Mason Jose h
Choice Neighborhood
Implementation (CNI) 2"a Fort Wortl�
2 Grant $5,423,532 Affordabili , Inc.
FWHFC Construction
5 Funds 3th $1,250,000 FWAI
FWHFC Permanent
Supportive Housing 4th
6 PSH Funds $225,000 FWAI
HOME Investment
Pai�tneiships Program Sth
7 HOME $500,000 FWAI
Urban Development
8 Action Grant UDAG) 6th $360,000 FWAI
Cavile Public Facility
8 Land/seller Loan �th $500,000 Cor oration
Community Development
Block Grant Funds 8th
9 CDBG $750,000 FWAI
TOTAL
SOURCES
OF
FUNDS $24,685,532 '
TOTAL
USES OF
Fi.INDS
HOME Funds Bud�et
Construction Hard Costs $450,000*
Holdback*X $50,OOOX
TOTAL $500,000
*FWAI acknowledges and agrees that FWAI will only be reimbuised for eligible expenses and based on work
completed and costs actually incurred. The amounts are estimates and are subject to change.
** City will hold back $50,000.00 of the HOME Funds until City veri�es that all HOME Units are leased to
HOME Eligible Households as well as the other requirements in Exhibit "C" - Construction and
Reimbursement Schedule.
HOME D�VELOPER RENTAL CONTRACT — EXHIBITS
Cowan Place Apa►�tments Page 6
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEM�NT SCHEDULE
COWAN PLACE APARTMENTS
City is providin� fundin� to FWAI to be loaned to Developei• for the benefit of the Proiect. Accordin�ly,
the followin� chart shows the eli�ible costs that FWAI may include in its Developer Loan A�reement with
Developer that are eli�ible for reimbursement from Citv.
Activi HOME Funds
PHASE I ACTNITIES: Land Acquisition $O
Predevelopment Soft Costs
PHASE I
COMPLETE by: First PaymentxX $0
December 31, 2021
PHASE II ACTIVIITES: Constr•uction Hard Costs $250,000
Prior to Reimbursement in Phase II, FWAI and/or
PHASE II Developer must submit the
COMPLETE by: contractor/subcontractor/vendor searches under the
December 31, 2021 Federal System for Award Management (www.sam.gov).
$250,000
Second Pa ment*X a j•ox. 25% com lete '�**
PHASE III ACTIVIITES: Construction Hard Costs $200,000
Prior to Reimbursement in Phase III, FWAI and/or
PHASE III Developer must submit the
COMPLETED by: contractor/subcontractor/vendor searches under the
June 30, 2022 Federal System for Award Management (www.sam.gov). $200,000
Third Pa mentX* (a rox. 75% com lete xYY
PHASE IV ACTIVITIES: Initial Lease-up of HOME Units $50,000.00
PHASE IV Prior to Reimbursement in Phase IV, the following items
COMPLETED by: June must be submitted:
l, 2023 1. Rent Schedule for HOME Units. See Section 7.5
2. Tenant Selection Policy. See Section 7.6
3. Affirmative Marketing Plan. See Section 7.7
$50,00O.00X
Prior to Reimbursement for Final Payment, Exhibit "G"
- Project Compliance Report: Rental Housing must be
submitted to City.
Final PaymentXx (Lease-Up of all HOME Units)Xx*
TOTAL $500,000.00
*FWAI will only be reimbursed for eligible expenses and based on work completed and costs actually
incurred. The amounts are estimates and are subject to change.
**FWAI must submit Complete Documentation with Reimbursement Request within 60 days from each
of the abovementioned deadlines in order to be reimbursed. Failure to timely submit Reimbursement
Requests and Complete Documentation along with any required reports shall be an event of defauit.
**xIf milestone is reached before the Phase completion date, reimbursement will be made when the
milestone percentage is reached and the City is provided all required documentation.
HOME DEVELOPER RENTAL CONTRACT — �XHIBITS
Cowan Place Apartments Page 7
EXHIBIT "D"
AUDIT REQUIREMENTS
COWAN PLACE APARTMENTS
NOT APPLICABLE
HOM� DEVELOPER RENTAL CONTRACT — EXHIBITS
Cowan Place Apartments Page g
EXHIBIT "E"
LOAN DOCUMENTS
COWAN PLACE APARTMENTS
Promissory Note
xoM� FUnas
Date: September 1, 2021
Borrower: Fort Worth Affordability, Inc., a Texas nonprofit corporation
Borrower's Mailing Address:
Fort Worth Affordability, Inc.
1201 E. 13t" Street
Fort Wol�th, TX 76102
Lender: City of Fort Worth, a Texas municipal corporation
Place for Payment:
City of Fort Worth
Neighborhood Set•vices Department
Attn: Assistant Dii•ector
200 Texas Street
Fort Worth, Tarrant County, Texas 76102, or any other place that Lender may designate in writing.
Principal Amount: $500,000.00
Loan Authority:
The loan evidenced by this HOME Note (the "HOME Loan") is being made pursuant to the HOME
Investment Partnerships Program authorized under Title II of the Cranston-Gonzalez National
Affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. ("HOME Program") and the
HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME
Regulations") with HOME funds for the development of the Cowan Place Affordable Senior
Developer, located in Fort Worth, Texas (the "Project").
Annual Interest Rate: 0%
Maturity Date: 40 years after Project Stabilization as defined in the HOME Contract, City Secretary
Contract No. 56159, between Borrower and Lender for the HOME Loan ("HOME
ContracY'), but no later than December 31, 2063.
Annual Interest Rate on Matured, Unpaid Amounts: 12%
HOME DEVELOPER R�NTAL CONTRACT — EXHIBITS
Cowan Place Apartments Page 9
Terms of Payment:
The Principal Ainount is a deferred forgivable loan. Paylnent of the Principal Amount will only be requir�ed
if any of the following conditions occur: (i) the project is not maintained and operated as affordable housing
for the duration of the Affordability Period as described in the Contract, (ii) Borrower does not comply with
the other terms of this Note or the HOME Contract, or (iii) absent a default under (i) or (ii), only to the extent
payment is received by Borrower fi�otn FW Cowan Place, LP ("Developer") on that certain Promissoi-y Note
dated September 1, 2021, in the original principai amount of $500,000.00, which note is collaterally assigned
to Lender as more particularly described in the HOME Contract.
This HOME Note is the Note required in the HOME Contract and has been executed and delivered in
accordance with that contract. The funds advanced by Lender are HOME funds and the HOME Contract
requires that the 4 residential rental units described below and located on the Property must qualify and
t•emain affordable rental housing in accordance with the HOME Prograln and the HOME Regulations for
the 20-year Affordability Period more par•ticularly defined in the 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 HOME Loan evidenced by this HOME Note will be in default if
the 4 HOME-assisted rental units more particularly described in the HOME Contract do not remain
affordable rental housing for the duration of the Affordability Period. The HOME Loan is being made
with the understanding that Borrower will simultaneously loan the HOME funds to Developer through a
Developer Loan Agreement between Developer and Borrower ("Developer Loan"). Borrower will require
that Deveioper execute a Developer Note to evidence the Developer Loan and a Deveioper Deed of Trust
to secure the Developer Loan. Borrower will also simultaneously assign the Developer Loan Agreement,
Developer Note, and the Developer Deed of Trust (collectively the "Developer Loan Documents") to the
City to collateraiize this HOME loan between Bot•rower and Lender. Borrower will also ensure that all
HOME, federal, state, and City obligations in the HOME Contract are included in the Developer Loan
Agreement to ensure Developer's compliance. In the event of default under the HOME Loan or the
Developer Loan, Lender may invoke any remedies provided in the HOME Contract or the Developer Loan
Documents for default.
To the extent that Borrower does not receive payment fi�om Developer on the Developer Loan, on
performance of the obligations described in the HOME Contract, the Developer Loan Agreement and the
terms and conditions of the HOME Loan Documents and Developer• Loan Documents, the HOME Loan
will be forgiven at maturity. In the event that Borrower receives any payment from Developer on the
Developer Loan, that amount shall be immediately payable and due to City as HOME program income.
Borrower shali pay the City within 30 days of receipt of the funds from the Developer. Failure to timely
pay City shall be an event of default. So long as all payments received by Borrower under the Developer
Loan have been timely paid to City, and all obligations described in the HOME Contract, the Developer
Loan Agreement and the terms and conditions of the HOME Loan Documents and Developer Loan
Documents, the t•emaining balance of the HOME Loan will be forgiven at maturity.
Security for Payment:
Assignment by Borrower to Lender of the Developer Loan Documents, including a Developer Promissory
Note dated September July 1, 2021 in the original principal amount of $500,000.00 payable to Borrower
by Developer and Leasehold Deed of Trust Security Agreement — Financing Statement of even date from
Developer to Borrower as Lender.
Property to be secured by Developer Loan Documents:
All of Block 1R, ROSEDALE PLAZA ADDITION, an addition in the City of Fort Worth, Tarrant County,
Texas, according to Plat thereof recorded in Volume 388-44, Page 48, Plat Records, Tarrant County, Texas.
Other Security for Payment:
As set forth in the HOME Contract and the HOME Deed Restrictions.
HOME DEV�LOPER RENTAL CONTRACT — EXHIBITS
Cowan Place Apai•tments Page 10
If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender the Principai
Amount plus interest on the Maturity Date. This HOME Note is payable at Place for Payment listed in the HOME
Contract. All unpaid amounts are due by the Maturity Date unless forgiven by Lender. After the Matut•ity Date,
Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate on Matured,
Unpaid Amounts, unless the amounts are forgiven by Lender in accordance with this Note and the HOME
Contract.
If Borrower defaults in the payment of this HOME Note or in the performance of its obligations under the
HOME Cont��act or the HOME Deed Restrictions, or in the performance of any obligation in any instrument
securing or collateral to this HOME Note, Lender may declare the unpaid Principal Amount, any earned interest,
and any other amounts owed on this HOME Note immediately due and payable. Borrower and each surety,
endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate
maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent pei•mitted by law.
Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of
the HOME Loan Documents, prior to exercising any remedies Lender shall give Borrower written notice of such
default. Borrower shall have a period of 15 days aftet• such notice is given within which to cure the default prior to
exercise of remedies by Lender under the HOME Loan Documents. Notwithstanding anything to the contraiy, if a
non-monetary event of default occurs under the terms of any of the HOME Loan Documents, prior to exercising any
remedies, Lender shall give written notice of such default. If the default is reasonably capable of being cured within
45 days, Bot•rower shall have such period to effect a cure prior to exercise of reinedies by Lender under the HOME
Loan Documents. If the default is such that it is not reasonably capable of being cured within 45 days, and if Borrower
(i) initiates corrective action within said period, and (ii) diligentiy, continually, and in good faith works to effect a
cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default
prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exet•cising remedies if its
secut•ity becomes or is about to become materially jeopardized by any failure to cure a default or the default is not
cured within 180 days after the first notice of default is given. If the default is not cured after notice within the time
periods stated above, Borrower and each surety, endorser, and guarantor waive all demand for payment,
presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest,
and notice of protest, to the extent permitted by law.
Borrower also promises to pay reasonable attorney's fees and cout�t and other costs if this HOME Note or
Developet• Note is placed in the hands of an attoiney to collect or enforce this HOME Note oi• the HOME
Regulations by City. These expenses will bear interest fi�om the date of default at the Annual Interest Rate on
Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for
Payment. These expenses and interest will become part of the debt evidenced by the HOME Note and will be
secured by any security for payment.
Interest on the debt evidenced by this HOME Note will not exceed the maximum rate or ainount of non-
usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in
excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been
paid, refunded. On any acceleration or required or permitted prepayment, any excess interest wili be canceled
automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the
Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting
provisions in this HOME Note and all other instruments concerning the debt.
Each Borrower, as appiicable, is responsible for all obligations t•ept•esented by this HOME Note.
Borrower may prepay this HOME Note in any amount at any time before the Maturity Date without
penalty or premium; provided however, eat�ly payment will not relieve Borrower of its obligations under the
HOME Contract or the HOME Regulations including but not limited to its obligation to pi•ovide the four (4)
HOME-assisted units throughout the Affordability Period.
HOME D�V�LOPER RENTAL CONTRACT — EXHIBITS
Co�van Place Apartments Page 11
When the context requires, singulat• nouns and pronouns include the plural.
The indebtedness evidenced by this HOME Note is and shall be subordinate in right of payment to the prior
payment in full of the indebtedness more particularly described in that one certain Loan Agreement of even date
between Borrower and the Fort Worth Housing Finance Corporation to be hereafter evidenced by a Promissoiy
Note of even date made by Bot•rower and payable to the Fort Woi-th Housing Finance Corporation ("FWHFC") in
the original principal amount of $1,250,000.00 (the "FWHFC Construction Loan"), and the indebtedness more
particularly described in that one certain Loan Agreement of even date between Borrower and the Fort Worth
Housing Finance Corporation to be hereafter evidenced by a Promissory Note of even date made by Borrower and
payable to the FWHFC in the original principal amount of $225,000.00 (the "FWHFC PSH Loan")(collectively the
"FWHFC Loan Documents").
Subject to any cure periods provided in the FWHFC Loan Documents, if there is a default in payment of
any part of principal or interest of the FWHFC Loans, or a breach of any covenants contained in the FWHFC Loan
Documents, the debt evidenced by this HOME Note will immediately become payable at the option of Lender.
A default exists under this HOME Note if (1) (a) Borrower or (b) any other person liable on any part of
this HOME Note (an "Other Obligated Party") fails to timely pay or perform any obligation or covenant in any
written agreement between Lender and Borrower or such Other Obligated Party; (2) any warranty, covenant, or
representation in this HOME Note or in any other written agreement between Lender and Borrower or any Other
Obligated Party is materially false when made; (3) a receiver is appointed for Borrower, any Other Obligated
Party, or any property on which a lien or security interest is created as security (the "Collateral Security") for
any part of this HOME Note; (4) any Collateral Security is assigned for the benefit of creditors(5) a banla�uptcy
or insolvency proceeding is commenced by Borrower or an Other Obligated Pai�ty; (6) (a) a banla�uptcy or
insolvency proceeding is commenced against Borrower or an Other Obligated Party and (b) the proceeding
continues without dismissal fot• 120 days, the party against whom the proceeding is commenced admits the
material allegations of the petition against it, or an order for relief is entered; (7) any of the foilowing parties is
dissolved, begins to wind up its affairs, is authorized to dissolve or wind up its affaiis by its governing body or
persons, or any event occurs or condition exists that permits the dissolution or winding up of the affaiis of any of
the following parties: (i) Borrower, or (ii) an Other Obligated Party; and (8) any Collateral Security is materially
ilnpaired by loss, theft, damage, levy and execution, issuance of an official writ or ot•der of seizut•e, or destruction,
unless it is promptly replaced with insurance proceeds, collateral security of like lcind and quality ot• restored to
its former condition.
The execution and delivery of this HOME Note and HOME Loan Documents are required under the
HOME Contract.
If any provision of this HOME Note conflicts with any provision of the HOME Contract, the HOME Deed
Restrictions, or any other document evidencing the same transaction between Lender and Borrower, the
provisions of the HOME Contract wiil govern to the extent of the conflict. Capitalized terms not defined herein
shall have meanings assigned to them in the HOME Contract
This HOME Note wi11 be construed under the laws of the state of Texas without regard to choice-of-law
rules of any jurisdiction.
This HOME Note is a nonrecourse obligation of Borrower. Neither Borrower nor any nor any other party
shall have any peisonal liability for repayment of the HOME Loan described in the HOME Contract. The sole
recourse of Lender under the HOME Loan Documents for repayment of the HOME Loan shall be the exercise of
its rights against the Security for Payment.
[SIGNATURE FOLLOWS]
HOME DEVELOPER R�NTAL CONTRACT — EXHIBITS
Cowan Place Apartments
Page 12
THE HOME CONTRACT, HOME NOTE, HOME DEED OF TRUST, AND HOME DEED
RESTRICTIONS CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGFtEEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.
FORT WORTH AFFORDABILITY, INC.,
a Texas nonprofit corporation
By:
Mary-Margaret Leinons, Secretary
HOME DEVELOPER RENTAL CONTRACT — EXHIBITS
Cowan Place Apartments Page 13
EXHIBIT "F"
REIMBURSEMENT FORMS
COWAN PLACE APARTMENTS
HOME DEVELOPER RENTAL CONTRACT — EXHIBITS
Cowan Place Apartments Page 14
Attachment I
INVOICE
Develope�•:
Address:
City, State, Zip:
Proj ect:
Tax ID Number
84-4160723
Developer's Certification: I certify that the costs incurced are valid and consistent with the terms and
conditions of the contract between City and Agency. By signing this invoice, I certify that to the best of nry
lcnowledge and belief the data included in this report is tiue and accurate. It is acknowledged that the
provision of false information could leave the certifying official subject to the penalties of federal, state, and
local law.
Original Signature and Date:
Name:
Title:
Fort Worth Affordability, Inc.
5400 East Rosedale Street
Fort Worth, TX 76105
Cowan Place Project
HOM� D�VELOPER RENTAL CONTRACT — EXHIBITS
Cowan Place Apartments Page 15
Attachment II
City of Fort Worth
Neighborhood Services Department
Expenditure Worlcsheet
Developer: Fo►•t Worth Affordability, Inc.
Project: Cowan Place Pro,ject
L"uie No. Date ' Check No. Pa ee or Beneficiar * Descri tiou'� Aniount
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Total
*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if
applicable.
HOME DEVELOPER RENTAL CONTRACT — EXHIBITS
Co�van Place Apartments Page 16
EXHIBIT "G"
PROJECT COMPLIANCE REPORT: RENTAL HOUSING
COWAN PLACE APARTMENTS
PROJECT COMPLIANCE REPORT: RENTAL HOUSING
Project Name: Contrac4 �: Owner Name:
Reporting Period: from To
� of HOAfE-Asasted Units: ?3 of High HOA9E Units Required: � of Larr HOME Units Required:
'AII data repoded should 6e consistent with requirements described in contract and any amendments
EXHIBfT "G"
Low or High n oi Date of Last Unt TenanPs ',6 of OMer
H461E Fe:so�ss Irtmme Utility ldonihiy knnual hted'+an Assistance 7}rpe ai
I.�ase datz Unit Number Rent UniY? Tenant Name in HH m oi 8Rs Cerirt�catian fAax Rent Allowanrx Rent G�4s ���� Hispanic? Ra^e 7 e houseF,ud
7Yu9 at Mousetloitl ofhsr Aealetance TY�e Race
sE'ect SeV_cC
1 ShgV_, nare1W_ny i Sc�c�cn e
2 E1'lelfy 2 HOIAE TBftA
36JigE 30�hH7EdEt3l,sta:e,
4 iwo parerts ariacal ass�stance
5 O'.h�f 4 !!0 d5E16I3fICE
Seiect
f V�Tlte
6 AmKlcan Intlla�lAlastan Nattve a Vfilte
2filaCklAMcanAm�tan 7A61a�i8WIlSE
3 ASCdn 6 61aCi d V.711fe
4 Ameltcin Inp'artlAastal NaC1e 9 NnHiCan In41aNAlastarl NallvO 8 813CR
SNa4'.eH3w3t3n.'Otl1etP3CIACl61a�tl?f 1063R++t
LOW H4ktE ienis may not exceE4 364 Df tlie �IJubtetl Inrnme of hWsci�u'ds at SOK aI3fE3 me9an
Inccrn�, atlJ�Ec4 tar�ausel�nle SKa 3ntl 30jus'[-0Poftznartl�itl W Ye�. PAUFImi:�, IaA� F;OME tents
may nvt exceetl Ne Hlgn HOAIE stantlaN ��nt�ic� may C� capFetl Oy Itie Fl1�}. A[ lease 26'i, oi HOME
uni;s N Fio)EC'.s wi�tl 5 aP il%ire H01.1E-aLSlst?C IPII[5 mLSi tf3'ie IDfi HOAiE fEntb.
H1�h Hoxierenls app�y ro an aa.zr HaMe-a�4:zetl unts a�d ae ca�cuat�tl as ine V_ss� mtne searon a
(GhGce VwctNtj FatrlAartef Rent or 30`.i o(atlhlE:cd mortllty Incane fct hGuseholds at 65°b are
mz�an flcorne, a7fuctetl ,'oc �DusehGd 61ze, and aqV�tetl fof len3it paitl UCI[E6.
6ath sefs otrents �e pu3nshzG by Huo, ana �alh ii�rtf tl�e loral cartlraG rent MUu�� renaR
asElstance, r�[cEptiof C�C{?C[-0a5e0 a55161ance'eMiM1e LaA' Fi�ME refit �s�is.
Certfica[on: The undersigned, hEreby, gves assurance that to the hesi of my knowledge and belief, the data �cluded
a� this repat es We and acrurate, and 'rf is a nan-profit agency, has beea apprwed by d+e g�vem�g body of ft+� orga+e'>zation
prorlo submissian.
Thfs complEtcd and s�ned document shouid be sutrmitled to the City annually per yaurcontract A capy should be reta�ned � yourfiles.
TiNe:
Prinl N�ne:
Signah�: _
Date:
Piwne No.:
HOME D�VELOPER RENTAL CONTRACT - EXHIBITS
Cowan Place Apartinents Page 17
EXHIBIT "H"
FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIFtEMENTS
COWAN PLACE APARTMENTS
Davis-Bacon Requirements are applicable to the Project due to the Senior Indebtedness, Section 8 Project-
Based Vouchers, and CDBG Funds. The City's HOME funds did not trigger Davis-Bacon. In the event a
HUD monitor requests proof of compliance with the Davis-Bacon Requirements, Developer shall produce
reports showing compliance in the form agreed upon and required by the Senior Lender to the City within
10 business days
HOME D�VELOPER RENTAL CONTRACT — EXHIBITS
Cowan Place Apartments Page 18
EXHIBIT "I"
SECTION 3 REPORTING FORMS
COWAN PLACE APARTMENTS
SECTION 3 BUSINESS CERTIFICATION
SECTION 3 SUMMARY REPORT (Form HUD-60002)
HOME D�VELOPER RENTAL CONTRACT — EXHIBITS
Co�van Place Apartments Page 19
t+«�T�►����rt�.a
�'it� �f F�i�t ���i�ti�
��i��1C�21 � �t1�1�1�`�'S ��1`�1�I�:c��1t�1Y �C�1 �'13�1t1�Ctli1�
Inst�vetion: E.ute�r tlae �o11a���in� in%i�x�afiou and select th� criteri� t�t a�pli�s �€� cert�f�; }rour bi�si.ues�=
S�ctian 3 Btuine:�} r;tat���.
Bnsi��ess Inforination:
N� of Susit��r�_
��:dresz of Bi�.siness=
I���nae of Busim�s} Chh�„�ner:
Tel�ahcm� as�d E��i1 uf
B�iu�� Ch�aner_
T}� csf Busi�ss: Coip�i�atian P�tn.�slii�a
�cf��ck �vpe rlrc�t a��ti�s j Sc�le �rc3piietoi-=�ip 3csint'�J�ut�re
�eIect fi°oin U�`E af ti�e folln�iug tlu�ee apdic►us that appl��s:
.�t 1ea-� 51°to af t� 1aL�siness i� a�,t�ed �nd cc�akralled 1��r 10�.��- oi- ti*�rr�' 1a�-irscc�na� �e�ou�. A 1��-
ar very lau�-�ou�e persan i� an individual Evho earu� at or belou* S�]°F'o :�IVII or xno nwre tl�:�� �#y.3G{�.DO
;ii7P5uall}�e�'eetive.ti�ril 1, �021_
At le�st 51°�a of tlne bi�,in�ss is o�,�aed ar►d �onti411ed t�_y ciu��ut guhlie hc�usiag residenty �vho
ci�xe��tly liti�e iu Secti� 8-assi ;te� 1�oi� ;ira�.
�h�i� 75°,'0 of th� 1a��x� hotu� pei�fianiied fcx- fihe busin��s o�.*e�r #tie ��iar t�ree-��ntf� per-iad ��e
}�ertoixu�+� b�� 5e�4i�na � u�ai��rs_ A Section ��vcr�-�aer is sn i�ci�t�id��1 ti��ho e� at ai� ��1csu� 80°'a til�fE �,r
�o ivare tl�.�u ���.34Q.OQ a�ntk�llv �effective e�t�ril 1, 2021.
�asi��ess r'4.ffiim�tion:
I af��u that #he aba��+e stat�ts are h-ue, c�lete> and carrect to il��e best of xuy }�xou�led�_ � uudei }t�ud
tliat bi�}inesse� wfia �.isrc�areseut theuuel��.s ��eetion 3 bu.a�i�.�sse} afad i��g�tt f�1se i�forn�tian to the
C;it� of F'ort �cnt� iva� has,e t��i�� �t�nfiracts tei�teci a� ct�fai�It and be barx�ed froxu ongaiag aud fi�h�m
c�sideratie�s fc3r ��+ntracti.ug o�oi-hu�itie�. I b�reb}� certif�: under genalty of 1ay.r, �;e: ��t the defuution
af a Se1ctio� 3 Busi�ess i�der federal re�xalations af the U.S_ l��p��t�ie�it �af H�i�g au� U�-��an
I7�evelo�t at �� G�'R Part 75, and tltat the f�llou� �tfca�Yatio� i3 �otreet to tlie be�t of mv ��vlec�e.
Pria# �laine:
sie;nat�u�. I)ate:
Ca�•t�ficatiora axpiras �vithi�a .:ix mantlr,� af tles dv1r� of sigr��riura.
R C:F'4�` USE (�l�L�'
Is the bta�iuess a� S�ctio�a 3 bi�.sit�ss base€# u�an their certiftca�te? i'E� 2��}
E�tlPLf�I�'R�� _tIL�S3' REI:�.L+�' I:hLiS F(?Rli L�rp THEIIt .5'E�'ITD:� 3 C`0�1:[PLL�'�TC`E FILE F(?T
F�Ti E ��:��.S:
Cit�� of Fort t+�ort�h N'erghf�arho�d Servrtes t�epE_
�,ier.� Fffec��a�e as �if r",uy u3t �2t7Pi
HOME DEVELOPER RENTAL CONTRACT — EXHIBITS
Cowan Place Apartments Page 20
Gsy of Fort Wor,h
SecT'ron 3\'lariv ar.d T: vetcd Secron 311brker Certifiodon
eackground:5cctia�3i:apmYiaonofth HUOAceofl9SSikatpromo[rskclemnomicdevetopma,2,nc; 6orhoodeconom�cimpro�cmen�andind'rviduol:ei:uff'r'enry.7oehe6reaee,2c.<enipa•:ible,SeccAn3req�+rez�h:+[heCie��ofFortl'lann
�CfW)a: edpic�tafccminHUDfinancialauistance(c6.,CBDG,MOt.IE,:ndMOPWdpro6ramfundz)provAejo6L'::n�seandemp'oymrntapportunRicztobv.-or4crylow-inmmercsGents�.nconnc� nwithprojcctz=nd:ctrvitirth:tttesefundshNp
p�Ee i� thcia �d5hbwhoods. Devebpers, mr.tnctur, or submntractors rcceivin5 CFV! funds must maLe rea:onahle cffarts m mmpiy with ehi: pmsr.m. This report dcmonshates how hurncs er,t:tics ccrtify thc Scttion 3 status oE [hur rmpbyeu and
rtport on their labor haurs that:upporc Scction 3 empWymm[ 6o�is.
Project Name and kddress:
Businessinformation
...,_...... ._,.
usm� or e��o�.:
Address d B�e nea-
fleme o( C�tact
Coneea Tde
Cu�rtxx Fmnl. on
Project Stert Uete:
Reporting Period
roer�54,er��,
Em lo ee Cef6fication Infofmation and Totai tabor Haurz ae ort
Emplayed6y ��hnthe7mt5Ycen Wlltime Totalilo.afLebarMa+rs
EmployeeDeeeot IiveswiehinNeSerriceArea Nauriy Low- Tergeted
EmployeeNeme FmplayeeAddrzs H_� Seetion3 Yo�nhBuiid 1VngeRete
B�N� orlheNeighborlwodafthe Portiopant WegeRete (�nudize� �"mme [o�utru�ion Pfolcssionel Sectim3 Sectian3
Procct \Vohv Su»m W«trr 54arkv
�� �� No ��� No No'�
. .. �.�. No .. No �..... No ...
............ No � No �... .. Nn �....
... .. ..', No .. No ... . Na � ..
'.' Nu No No '
.. .. . No �.... No �.. .. No �...
. . �.. No �.... Na No �.�
. .. �.: No ��. No �.. . No ....
��� Na Na No �.'.
.... ... . . No �... �.�o �� �.�. No .....
.. '. � Ho � No . . . No ....
-� � �� No �� No No'��
�.�: Poa Wo �� No � �
��� f7a �� No No'�
... . .. No � Na �� F!n �.'...
����No ��� No No �.
...... No �... No Na .....
�� No No �� No ���
� � No � No h7o : �
���No No ��� No ����
��� No �� No No .�
. ... .. Na �. . No No �'..
= No Mo Na ��-
� � �� No ��� No Na �
:�� Na Flo � No'....
������ No � � Na No ���
: No No ..... F!o .. ..
-���No ��� No Ha -
:: Na No � No �����
���� No fIe P7o ����
� � � � � � � No No � No � � � �
��� No No No �.�.
������� No ��� No Na �
��. ��� t7a No No �� �
��� �� No ��� No Na ���
. . . No �.... No ...... No �...
� � No � � No � No ���
TotallaborHours 0_00 0_00
HOME DEVELOP�R RENTAL CONTRACT — EXHIBITS
Cowan Place Apa►•tments Page 21
Goals Summary
HUD e.t�hli:Yed Sescon 3 soaL• to ha"d recipienu (lii:c [FWJ acco��nmble iw their efforts m suppott the pro5.am. The 5wls oec -*c ch:t 25;E of che mtal tabcr hours reportcE arc per?armed 6y Sm:on 3 warker ard thn Sb ef ths to:a� I:bor hours repartM
rformcd b Tv eted Scaion 3 wohets.
OOdTo�telleborNarn Tni:ircfuac:eR¢r_b�ctixtswrtiweiFrvfcc:.aei:ernrew>H�r.m+�tcu'�Wtet�rrrsttM1escdon3erin'MEReil2a'rxr3lnbcrtars ms�nnoeintlwJtlNeTvattmsNrs.
Goal me[ ii af lea:t 25'w of fiie projea fio�r. are atnibvtcd m Scctian 3\'larrer..
0.00 Sectian 3 Waher Lnbar Hwrs OPl)0! !: af Tatd Inbor Nowz God MeL Ce:t tum: ercen if inet and }'eibw� if rot met.
x Goal me[ if at least 5`b ot thc tot�i projec[ haurs arc a Vributed to TarSeted
0.00 Te`gemd Ssttiun 3 Warker tetrw Nours F6N/0! % of Tatal laber Iluurs Gad Met? Seeion 3 Vloek«v [<II tums 5reen if ine: ard }ellm.v if nat met.
OUt�eacfi EVentr: Contrsaor must piavide r.idenm that thcy h�w m:dc nuelitetive cffort• to -s: rt 4ax and uery la.vyxwnc perzon. xith employmmi and trx'r„� e opportuniT :. Qu-�'hti�e cflorts cort�st of, huc:rc noc 13nitcd io, FnV"eion Center
oWe:che�cnL,em o mi' 6f�irortr_�nin m I menfo rtvn' f.':�ersor'obvacart adc,communit meetin .Other�lzm leza.'activRirsareindudafinthaDcfiMio�SeRion.
Oete Type ot Event or Activity ��'-�� Duaibe Buan<ss Pottiopetion
Attudenr�
FxP]/20/262i Cemv.uni 6atn@rtz�Gc.cerslCommvnif [antvr Ap+:o.r.1,Gt�O [enchad{ozn pAcar4,renaweda oilcv5o�urttWrerlmcs
Iteithet aal was not met meani the oai labur hours rell is ellow {ease ez lain our eiforts to meet the unmet oa1. You ma reference the a6ove even[s heitl antl activNes untlertaken.
&lSInPSs Affti112L1Oi1:
la�rm[t,at�heabox:tatemmu:rcwacamplete,a�Mmrrentochehc2a�myknonled�;e. lunders:ndch:thwincseswhomisrcprr.rnsinformationa6av[theiremp'aree �ndreporthLeinfwma5onsotheCrtyofPurclVor,hmayhatieeh.rir
mrztr.cts termina4d ss def:u�t and be 6:ried from on6o'�ne and fi.ture co�sYertons for contr.ctn6 opportuni�u. 1 hereby cerufy, �rder penairy of 1=v., we mmt the defiratior.sof a SecGon 3 Bu:ires �nde. fedcril rebuL-tions oF the 1i5. Dep:rtment of
Houvn6 and Urban Oexlnprnmc x 2A [Efi P:rt 7i, and xhat ihe fdbwinb inFormation is m�ect ro the best of my Lnowkd6e.
Pnnt N:me:
SqnaNrc.
Drtr
oefinitions
Forth purpou:ofthisrtport,aloworveryloirincomeworkerso�ewhocamsatarbcbw8�'and50'doftF<:rs�msdianir,cu�nc(Al.tl�,tespecti4:cly.Farfi:nl�<a�2021,NUDh�sert:6li:hedalowinmme:a�:ryforanindiridualasnortrorethan
3as,3oo.00 ��.n�:^y ���aw� ap�a i, zozi�.
Ou[readi efforts ieul�de b�c :re not lim@ed to the fo'.lonin6:
�ij E�S:ve i�n autre�ch eHorL m 5en�u-ate job appic�nez wh�o arc T.•5eted Seaion 3 warker:.
�2) Prarded tr.'nin5 or apprentee:6ip oppoewrrtic.
�3) Pror'dedtechninl ass'�tanceto h<�p Secra� 3 workers campetc forjolr (e6_ rcume avi K�na, mxhir5).
�{) Heid or�e o� more jo6 f:'�x.
�5) Prvr.ded aai4.na to apply for(or attend community mllrpe, a iouryear eduotonai insvRtion, or �notion:�J:ecFm3ni tnir�Irvo.
(6) Vrvrided techniol a:a'ciance w help Section 3 huiiness car�cerns un2er.t�nd vnd bid on conbaRz
(7) Divticd mntnctr �rtto smaller jo6: m facFr.te p�rt�paHan by Sectiw 3 6�sr,ess concems.
Professiaeul uevices means r.oriconstn.rt'on servias ch-t. req�irc an :dvanced de5ree or prvFczan.l6censiny'vd d��ny but nat IimRed ro, rmtr�R: far k�f serrir�s, £nanciai mrv-utin�, acmvntn5 servica, emirwim<ntai a.eesms; architstaral
ard e5�8 en fiireerinr, service:. Prafess»nad �n m haurs are ead�ded finm tt< mr.{ ��yor hou+z buc ca� be induded in the kcran 3 ar Tar�e:cd Seceion 3 L�bor ho�7s A tte empbyee meetz Ne definkion of a Section 3 or T:.Seted Sut�on 3 a�wker.
A Seetian 3 Muinea i: o�a th:t meees et Ieart one o5the fo"?ovrin5 mteria, dacumen4d w ifi'rn tne prior:ix-manth period of submittin6 the c�cadon :nd report
�1) At lea;t 51`.i a.vr.ed and mntrelled by low- or verl ��'^'�^�ome per.ws; OR
�2} Oier 75'% of the ia6or hour. pef.wm<d for the bu:inGs o�.cr the prior ihrermonth period are perfortned 6y SeRion 3 workvs; OR
�3) It is a busxa at leart 51'f o-uxd and cnnvolled by current ry bli� houvn6 rtsidenC or readent• who a�rrcnCj! 6ve in Sert��an 8zssmd Mu:ir,s.
A Senia� 3 wohu is any uork.r who cu*renc}• frts or nfien hned wrzhin the past five yearz frc nc Iessx anc of the fdlowin; cac�ariu, as d«�mer.ted:
�1}Thc workd: ir.come fw the prr.�iow or ar,nu:!&ed nle dar }ear is be',ow thc inmme ii�.mic exab€ehed by HUD; OR
�2}The'xotkcr is empb}ed by : certificd Sect�:on 3 busi�ess; OR
�3} The wohn iz a YouNeuld p:rticip�nt.
A Tergeted Section 3 wohu ior projsts receiv.n5 housin5 a� mmmueiicty de�<lopmrnt F ancial :s:istance me-v�s a Section 3 worMer who:
�1} is emplaycd by a Scc[ion 3 6usir.cz; ON
(2) curtmth/ ftz or whm hired frt :S le:st ane of the fdbwin5 cate�oriu, a: documtnted vi�thix� the past £rvc }'e-ds:
(] IrvinS within [he scnice nea or the reiEhborhood M the preject w
�il A YouMBu.iW partidpa�t.
HOME DEVELOPER RENTAL CONTRACT — �XHIBITS
Cowan Place Apartments Page 22
Section 3 Summary Report
Economic Opportunities for
Low — and Very Low-Income Persons
Section 6ack of page for Public Reporting �uNen statemeni
U.S. Department of Housing
and Urban Development
Office of Fair Housing
And Equai Opportunity
OMB Approval No: 2529-0043
(exp. 11/30/2010)
HUD Feld Office:
1. Recipient Name & Address: (street, city, state, zip) 2. Fedeni Identification: (gmnt rm_) 3. Total Amount of Award:
4. Contact Person 5. Phone: (Include area code)
6. Length ot Grant 7. RepoNng Penod:
B. Dale Report Submiited: 9. Program Code: (Use separate sheet 10. Program Name:
for each program code)
Part I: Employment and Training (" Columns B, C and F are mandatory fields. Include New Hires in E&F)
A 8 C D E F
Number of Number of New 9'0 of Aggregate Num6er % of Totai Siafl Hours Number of Seclion 3
Job Category Netiv Hires Hires Ihal are of Staff Hours of New Hires (or Section 3 Employees Trainees
Sec. 3 Res'benLs Ihat are Sec. 3 Residents and Trainees
`Professionals
Technicians
O�celClerical
Construction by Trade (List)
Trade
Trade
Trade
Trade
Trade
Other (List
Total
' Program Codes
1 = Flexible Su6sidy
2 = Sedion 202/811
3 = Publidlndian Housing
A = Development,
B = Operation
C = Modem'izalion
Page t of 2
4 = Homeless Assistance
S=HOME
6 = HOME State Administered
7 = CDBG EntiOement
6 = CDBG Slate Administered
9 = Other CD Ptograms
70 = Olher Housing Programs
form HUD 60002 (62001)
Ref 24 CFR 135
HOME DEVELOP�R RENTAL CONTRACT — �XHIBITS
Cowan Place Apartments Page 23
Part II: Contracts Awarded
1. Construction Contracts:
A. Total dollar amount of all contracts awarded on the project
B. Toial dollar amount of contracts awarded to Sectlon 3 businesses
C. Percentage of the total doilar amount fhat was awarded to Section 3 businesses � %
D. Total number of Section 3 businesses receiving contracts
2. Non-Construction Contracts:
A. Total dollar amount aIi non-construction contracts awarded on the projecUaciivity
8. Total dollar amounl of non-construction contracts awarded to Sectlon 3 businesses
C. Percentage of the total dollar amount that was awarded to Section 3 businesses
D. Total number of Sectlon 3 businesses receiving non-co�struction contracts
Part III: Summary
%
Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing
and community development programs, to the greatest extent feasible, toward low-and very low-income persons, particularly those who
are recipients of government assistance for housing. (Check all that apply.)
Attempted to recruit low-income residents through: local advertising media, signs prominently displayed at the project site,
contracts with the community organizations and public or private agencies operating within the metropolitan area (or
nonmetropolitan county) in which the Section 3 covered program or project is located, or similar methods.
Participated in a HUD program or other program which promotes the training or employment of Section 3 residents.
Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the
definition of Section 3 6usiness concerns.
Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located.
___ _ Other, describe below.
Pubiic reporting for this coilection of information is estimated to average 2 hours per response, including the time for reviewing insiructions,
searching existing data sources, gathering and maintaining the data needed, and compieting and reviewing the collection of information.
This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB
number.
Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u, mandates that the Department ensures that
employment and other economic opportunities generated by its housing and community development assistance programs are directed
toward low- and very-low income persons, pariicularly those who are recipients of government assistance housing. The regulations are
found at 24 CFR Part 135. The information wili be used by the Department to monitor program recipients' compliance with Section 3, to
assess the results of the DepartmenYs efforts to meet the statutory objectives of Section 3, to prepare reports to Congress, and by
recipients as self-monitoring tool. The data is entered into a database and will be analyzed and distributed. The collection of information
involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3. The
information will be coilected annuaily to assist HUD in meeting its reporting requirements under Section 808(e)(6) of the Fair Housing Act
and Section 916 of ihe HCDA of 1992. An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB
Circular A-108 are not applicable. The reporting requirements do not contain sensitive questions. Data is cumulative; personal identifying
information is not included.
Page 2 of 2 (orm HUD 60002 (112010)
Ref 24 CFR 735
HOME D�VELOPER RENTAL CONTRACT — EXHIBITS
Cowan Place Apartments Page 24
EXHIBIT "I-1"
SECTION 3 Project Service Area Map
COWAN PLACE APARTMENTS
Total Population of t3,830
'_ � mite Buffier ,
!� Cowan Place ��4
d 0.125 �25 4.5 0.75
MYes
HOME DEVELOP�R RENTAL CONTRACT — EXHIBITS
Cowan Place Apartments
TuK�r_.�ry�
'�•t=!*VK�JItC6ycltc�IVt.MLLtu�.tY�M���o�u^ha�c• v'z4N.na(�:S�H�';wYH�P�=�+-1hL-r
nb�miYm�l P+'M��� �'� n.i'! mi iv» :ts- ��M� W M a �itb`.4 t�.H�l. �nSnxris;. r at.ia)tnj ���aw.
n a:....e,.n....e,n �na,.yn�...,..r .m �.x..,.�, �ny ,�en.�.�. �.rn.. �_�,. _� F��,:.,ylo:Te.�r.
«. �tr s� r'a�t �w.t-...�,.. � r.sa.-.tati� ea: rt..-.,..-r c+.,e a.e.
Page 25
�ow�r� F'1�ce 'I Mil� Buffer R�dius
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
COWAN PLACE APARTMENTS
�"��� ��►�.T�.�
�
Standard �rf Dace�mentati�n fa�r Reimbursement of d�evelapment Gvsts
�ast
Acquisition of Real Prop�rty
Pre-De�elopment and Soft
Costs (Architect, Engineer,
Landscape Design, Survey,,
Appraisals, Environmental, Legal
Fees, Okher Consultants, Etc.}
�oc«mentation Standard
- Notice to Seller (date must be on or before the date of options agreement
or sales contract and signed by the buyer and seller7
- Re�arcied Deed of Trust
• Purcl7ase pgreementw/ Re�uired HUD language
- Master SeEtlement StatEment{HUD-1
� Appraisdl �r other document used to determine Rurchase price
- Praof of Payment {o.e_� 6ank staterraentf cancelled checkj
• Verifieatian of Vacant Status (as app9icable}
Inv�oice should include:
■ date;
■ company's tetterhead;
■ address for tivhich service is provided;
■ destription of service{s) and item(s};
■ amount far itemized seruices; and
■ total arnount
Proof of Payment (i_e., ban[c statement or cancelled check)
Fully executed contracE/service agreements/letter agreements and
applicable amendn�ents
o Provide printout from ovww_sam_�ov verifying
cantractorJsubcantracEoris nat listed on the de6arred and
suspension list
If onfy a portion is being paid vrith Gity funds, then �hovr cal�ulation and
document�tion of haw costs are allocated.
Piei�hborhood Seivices
FINAL as of 6�21,/2017 Page 1
HOME DEV�LOPER R�NTAL CONTRACT — EXHIBITS
Cowan Place Apartments Page 26
� �� � �� _ _. .-�
�tand�rd of Documentation far Reimb�rsement of C7ev�loprner�t Gosts
Construction Costs
(Contractors &Su6cor�tractors)
• Invoice should include:
■ total amount
• Pro€�f of Payrnent (i_e., banlc statement or eancelled check)
- Capy of applicable inspectian repart(s} conducted by N5D Insp�ctor
- Copy af execut�d agreem�ents
■ Provideprintoutfromw�,vvs+i.sam.�avverifying
coniractor/subcontractor is not li�ted on the ,�ebarred and
suspensian list
- If only a portion i� being g�aid ��rith City funds, then sMovr calculation and
dotumentatian af how costs are allocated_
• For payment of final retainage forthe prime contractar, provide lien
�v�ivers forthe prime and all subcontractors_
- List af subcofltractars
Materi�ls
Developer
Invoice shauld include:
■ d��e;
{if applicable}
■ �ate;
■ company's letterhead;
■ address for �vhich service is pro�ricl�d;
■ de�cription af service(s} �nd item{sj;
■ amaunt for itemized services; and
■ company's letterhead;
■ address for t��hich service is provided;
■ description of service{s) an� item(s};
■ amaunt for itemiz�d serUices; arod
■ total amaunt
n
Developer Fee
(if paid directly from HOME funds)
Proof of Payrnent {i.e., 6ank statement or cancelled checEc)
Verificativn af delivery
• Fina[ Invoice ReflectingTotal DevelopmentCost
• Proof o� payment for any other eniityJfund'ang source contnbuting to
develapment costs
- Show calculatian of agreed upan developer fee percentage
- Copies of final lien releases from contractvrJsubcontractor
• Complete Documentation income eligibility af buyersjrenters (i.e., income
documents for eligible hor-r�ebuyer/tenants, sales cantract between
developer/homebuyer, HAP Deed of Trust with required affardability
period language, ete.}
- Lease documents
- Fina) inspect�ons of compteted units
�1ei�hvorhood Sei�vicey
FIPtAL as of 6/21%201? Fage� 2
HOME DEVELOPER RENTAL CONTRACT — �XHIBITS
Cowan Place Apartments Page 27
EXHIBIT "K"
CONTRACT AND SUBCONTRACT ACTIVITY REPORTING FORM
COWAN PLACE APARTM�NTS
Excel spreadsheet to be provided. This form must be completed and returned to NSD
within 30 days after the pre-construction meeting
and annually thereafter on June 30ti� of each year while the contract is active.
Contract and Subcontract Activity 0.5. Departmenl of Housing and Urban Oevelopment 06/BAppmval No.: 2535-0117 (erp. t137l2013)
Pubtic Fieportinq euram 1« u:s w�letlwn a �nto�matbn ts esemated to a�•erage .50 twurs per response, inchnSeg the time Ia revie�M�rg 5ishudions, searctarg ezislkg data sources, qathanng a�w m�inialNrg ihe data rreeded, arM mmple6ng arw �evirMrt3 No
wt'zctlon o� Wormelbn. TTLs �Notmalion Is vdistary. HUO may rrol m8ec! �Ns inbtmatlon, erM yoU are �wt ttqukM lo mr�fe�e tl�s fam, uNess tt tispla)s e cunently vaEa 07.18 Contrd Nun�ef.
Exxutltre OtdEr 72127 tlaletl JUM/ 14, 1983, 6�recis Ne hlinority BusNess Oevebpn�ni PianS sW A be dxvek/petl by each Fetleal Age'uy aM �h.it �Mse aonial pla�ss sAall es�sh m'nonty Wgness d=vebpmcnl ob(x�tives. Tlx Nfcrtna6on k usc4 �y HUD lo �ron0or
a�M evakiab MBE atOVN25 ag3lnsi Ne Iolal plOgtam atlMiy antl �he tle5lgnaled mifwfily bu5ltess enteryrlw (M8� goais Tho Depazb�m� feqldres V1e WomlaYon fD proYkle gJ!darce antl a�ctsigN lor progtams bt N8 dEvebpmenl 0/ mYiIX&y �uslness en�erprls(i
conwrtimg lAYw(fi/ Bu;Ness �e�4l�pnnfenL ii �he infomutbn is mt co�xted HU� xrottlA nd 0= abte lo es4abfsh meaNrvilul M8E gt�als �rof Jahta[a IABE pertormarice againsi Ihese goals.
Widte no assurames a wrd�nea5ry Is pkaqea io respoMeMs, nUo g=neralry aiswses ws data wuy �n response to a Fleeaom oi IMofmalicn req�est
Prlvncy Ac� No�ICo - The Vofletl Slales Oepartrtleitl ol Housng antl Uiban DeYe#pmmt, Fetlerai FWusitg PAMnSUaild�, i5 aulMllZetl b SOUtM Ilte Inbtmatlon mquesletl in itita fam �y VvWe ot 7iG8 72, Un1iEd SL �es Code, Sec[ f 701 e[ seq., eM regWalbns
promuyated u�vcur�r a� rme iz, eode a Feeer� aeywai�s. n K;e nw oa aisdcsea w rareasea outsde ma unaea s��es oepam�m oi Hou�+�q ana uman oe�ewpn,en� wiu�n yvur wr�em, exwPt as req�,tred or perma�ea oy iaw.
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i- New Conshuction i- Ner' ConslrucUon 6= Proie55bl�al 2- Black Americans 1= Pll Iraured. Y�ddu�ing Section 8 5- Seclion 202
2= EdUcaUON�21Nng 2= Substantfal Rehab. 7= TenvR SelNces 3= Native Mrerkare Z= Fl=bae 51#,kly 6= HUbHeltl (Mawgctn=nij
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Prevbu5 M�llofls afe obwlete. lorm MU0.1516 (fl�48)
DEED RESTRICTIONS - HOME Page 28
EXHIBIT "L"
DEED RESTRICTION
COWAN PLACE APARTMENTS
DEED RESTRICTIONS - HOM� Page 29
DEED RESTRICTIONS
HOME Funds
THESE DEED 12�STRICTIONS ("Deed Restrictions") are made effective as of
September 1, 2021, by and between FW COWAN PLACE, LP, A TEXAS LIMITED
PARTNERSHIP ("Owner"), as Grantor, and CITY OF FORT WORTH, TEXAS, a home rule
municipality in the State of Texas ("City"), as Grantee.
WITNESETH:
WHEREAS, City has received a grant from the United States Department of Housing and
Urban Development ("HUD") through the HOME Investment Partnerships Program, Catalog of
Federal Domestic Assistance No. 14.239 ("HOME"), with which City desires to pt•omote activities
that expand the supply of affordable housing and the development of partnerships among City,
local governments, local lenders, private industry and nonprofit housing organizations;
WHEREAS, the primary purpose of the HOME program pursuant to the HOME
Investment Partnerships Act at Title II of the Ci•anston Gonzales National Affordable Housing Act
of 1990, as amended, 42 U.S.C. 12701 et seq.(the "Act") and the HOME Investment Partnerships
Program Final Rule, as amended, 24 CFR Part 92 et seq. ("HOME Regulations"), is to benefit
low- and moderate-income individuals and families by providing thein with affordable housing;
WHEREAS, Owner proposes to use HOME funds for a project whereby Owner will
construct, develop, own, and operate a new 174-unit affordable senior rental complex in the City
to be known as Cowan Place Apartments (the "Project");
WHEREAS, City has agreed to lend $500,000.00 in HOME funds to Fort Worth
Affordability, Inc. ("FWAI"), with the intent that FWAI will simultaneously (i) loan the HOME
funds to Owner, (ii) assign all HOME, federal, state, and City obligations to Owner that are
contained in the HOME Contract between City and FWAI, and (iii) coilaterally assign to the City
its Deed of Trust, Note, and its rights, but not its obligations, under the Loan Agreement between
FWAI and Owner, and Owner has agreed to accept, a loan from FWAI of City HOME funds in
the amount of $500,000.00 (the "Loan"), puisuant to the requirements of the HOME program and
in accot•dance with all obligations assigned to it from that certain HOME Contract, City Secretary
Contract No. 56159, between FWAI and City, for the purpose of assisting Owner in developing
the Project;
WHEREAS, as a condition to City making the Loan of the HOME Funds, Owner must
agree to comply with certain occupancy, rent and other restrictions for a period of time in order to
comply with the HOME affordability requirements, and agrees to convey to City certain covenants
and restrictions that will burden the hereinafter described real property so that the Project will meet
the HOME requirements ("HOME Requirements");
NOW, THEREFORE, in consideration of the making of the Loan of HOME Funds by the
City and allowing such funds to be used to fund the loan from FWAI to Owner, and the
disbursement of any part thereof, and in order to comply with the requirements of the Act and the
DEED RESTRICTIONS - HOME Page 30
HOME Regulations, Owner (together with its successors and assigns and subsequent owners of
the Project), hereby agrees that the following i•estrictions shall apply to the real property described
in the attached Exhibit "A", incorporated herein for all purposes:
1) In compliance with the maximum per unit subsidy amount rules at 24 CFR Part
92.250(a) and the minimum amount of assistance rules at 24 CFR Pat•t 92.205(c), the number of
units in the Project which have been designated by Owner and approved by the City as subject to
all occupancy, rent, and affordability requirements contained in the HOME Regulations shall
consist of 4 units of the 174 total residential units in the Pi•oject ("HOME Units").
2) The HOME Units rented or available for rent to households whose annual incomes
do not exceed 80% of area median income ("AMI"), as set annually by HUD with adjustments
for family size ("High HOME Eligible Tenants"), shall be 0 units ("High HOME Units"). The
number of HOME Units rented or available for rent to families whose annual incomes do not
exceed 50% pet•cent of AMI ("Low HOME Eligible Tenants") shall be 4 units ("Low HOME
Units"). The HOME Units are floating.
3) Owner hereby acknowledges and agrees that the Project is to be owned, managed
and operated as a rental housing project for affordable housing as set forth in 24 CFR Part 92.252
and, that the HOME Units must be occupied only by HOME Eligible Households as de�ned in the
HOME Contract and must also meet the following t•equirements to qualify as affordable housing
and will be subject to the following restrictions and covenants:
a. High HOME Rents. The maximum HOME rents are the lesser of:
(1) The fair marlcet rent for existing housing for comparable units in the
at•ea as established by HUD under 24 CFR Part 888.111; or
(2) A rent that does not exceed 30% of the adjusted income of a family
whose annual income equals 65% of AMI with applicable adjustment for the
bedroom size of the relevant housing unit. High Home Rent may not exceed the
maximum rent limitations established by HUD minus utility allowances. For the
pw•poses of these Deed Restrictions, "utility allowances" are those monthly
allowances for utilities (excluding telephone) adopted by City in accordance with
the HOME Regulations and HUD guidance, as more particularly described in the
HOME Contract.
b. Low HOME Rents. Rents fot• Low HOME Units must meet one of the
following rent requirements:
(1) The rent does not exceed 30% of the annual income of a family at
50% of AMI as set annuaily by HUD with adjustments for family size. Low Home
Rent may not exceed the maximum rent limitations established by HUD minus
utility ailowances. However, if the t•ent determined under this paragraph is higher
than the applicable rent under (a) of this section, then the maximum rent for HOME
Units under this paragraph is that calculated under paragraph (a); or
DEED RESTRICTIONS - HOME Page 31
(2) The rent does not exceed 30% of the family's adjusted income. If
the family receives Federal or Texas project-based rental subsidy and the very low-
income family pays as a contribution toward rent not more than 30% of the family's
adjusted income, then the maximum t•ent (tenant contribution plus project-based
rental subsidy) is the rent allowable under the Federal or Texas project-based rental
subsidy program.
c. The Owner will not refuse to lease a HOME Unit to a certificate or voucher
holder under 24 CFR Part 982 (Section 8 Tenant-Based Assistance: Uni�ed Rule for
Tenant-Based Assistance under the Section 8 Rental Certificate Progt•am 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 status of
the prospective tenant as a holder of such certi�cate, voucher, or comparable HOME
tenant-based assistance document.
4) Initial Rent Schedule and Utility Allowances. Owner must verify that all tenants
of HOME Units are HOME Elig'rble Households with full Tenant Documentation at the time the
initial lease for a HOME Unit is executed as more particularly described in the HOME Contract.
Tenants must certify the number of people in tenant's household along with such peison's names
and ages. Owner shall obtain �nancial infor►nation on all members of a tenant's household.
5) Tenant Income. Ownet• must use the definition of annual income used by 24 CFR
Part 65.609 to establish tenant incoine eligibility and shall use the most current HUD Income
Guidelines. Owner must verify that all tenants of HOME Units are HOME Eligible Households
with full Tenant Documentation as more particularly described in the HOME Contract. Owner
must verify the income of the tenants of the HOME Units annually after the initial lease is executed
but may use a City-approved tenant self-certification form as Tenant Documentation.
Notwithstanding the foregoing, Owner must verify the income eligibility of all HOME Eligible
Households with full Tenant Documentation eveiy 6th year of the Affordability Period. Owner
must maintain copies of Tenant Documentation as required under the HOME Contract. In the
event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, Owner
shall have 30 days io determine if a market rate tenant qualifies as a HOME Eligible Household
or fill an empty market rate unit with a HOME Eligible Household.
6) Tenant Lease and Tenant Selection. Owner•'s lease for the HOME Units shall
comply with 24 CFR Part 92.253 as more particularly described in the HOME Contract. Owner's
tenant selection policy and criteria shall be consistent with the purpose of providing housing in
accordance with the HOME Regulations including addressing non—discrimination and affirmative
marketing as more particularly set out in the HOME Contract.
7) The Project shall be maintained to and fully comply with all City codes and federal
Housing Quality Standards.
8) The Affordability Period for the Project is 20 years ("Affordability Period"). The
Affordability Period begins on the date that the project status is changed to "complete" in IDIS,
DE�D RESTRICTIONS - HOME Page 32
HUD's project tracking system. City will provider Owner notice of the date on which the
Affordability Period began within 90 days of said date.
9) The preceding use restriction and Affordability Period (i) shall run with the land,
(ii) shall be binding upon the Owner and Owner's heirs, peisonal representatives, successors and
assigns, and (iii) shall be enforceable by actions at law or in equity by the City, its successors and
assigns and/or one or more third-party beneficiaries. For the purpose of these Deed Restrictions, a
third-pat•ty beneficiary shall be any lnember of a HOME Eligible Household as defined in the
HOME Regulations. Owner hereby subjects the Project (including the Project site) to the
covenants, reservations and restrictions set forth in these Deed Restrictions and Owner hereby
declares its express intent that the covenants, reservations and restrictions set for•th herein shall, be
deemed covenants running with the land and shall, pass to and be binding upon Owner's successors
in title to the Project. Each and every contract, deed or other instrument hereafter executed
covering or conveying the Project or any portion thereof shall conclusively be held to have been
executed, delivered and accepted subject to such covenants, reservations and restrictions as set
forth in such contract, deed or other instrulnents.
10) Owner hereby agrees to execute further documentation required by the City or
HUD which may be necessary to cause these Deed Restrictions to comply with the laws,
ordinances and/or t•egulations referenced herein or in the Developer Loan Agreement or the City's
HOME Contract, or the HOME Regulations (or any other applicable laws that supplement, amend,
restate, replace or otherwise pertain to such laws, ordinances and/or regulations).
11) Sale or Transfer of the Land or Project. Until the termination of these Deed
Restrictions, Owner hereby covenants and agrees not to sell, transfer or otherwise dispose of any
portion of the real property or Project, without obtaining the prior written consent of the City, not
to be unreasonably withheld, conditioned, or delayed. Any transfer or disposition of the real
property or the Project without the written agreement of the City, in a form as will meet the
requirements of a conveyance of real property in Texas, shali be null, void and without effect, shall
cause a reversion of title to Owner and shall be ineffective to relieve Owner of its obligations under
this doculnent. Notwithstanding anything else in this section to the contrary, transfers by Owner
to an afiiliate or subsidiary in accordance with the t•ight of first refusal and purchase option, as
included in the Right of First Refusal Agreement between FW Cowan Place, LP, and the Housing
Authority of the City of Fort Worth, Texas doing business as Fort Worth Housing Solutions shall
not require City's consent; however, Owner shall provide City notice within 30 days of the
transfer's completion. The new owner shall be t•equired to assume all obligations of Owner
hereunder.
12) Owner and City hereby declare their undeistanding and intent that the covenants,
reservations and restrictions set foi�th herein directly benefit the real property.
13) Default; Remedies. City shali deciare an "Event of Default" to have occurt•ed
hereunder if City becomes aware or is notified in writing of a default in the performance or
observance of any covenant, agreement or obligation of Owner set forth in these Deed Restrictions,
and if such default remains uncured for a period of 60 days after written notice of such default
shall have been given by City to Owner, or if such default is not able to be cured within 60 days,
DEED RESTRICTIONS - HOME Page 33
if Owner is not diligently pursuing a cure, in City's sole discretion.
In the event of any action at law or suit in equity by one party to these Deed Restrictions
against another party with respect to these Deed Restrictions, the party prevailing in such action
shall receive from the other party and the other pat•ty shall pay to the prevailing party, in addition
to all other sums which may be payable to the prevailing party as a result of such action, a
reasonable suin for the prevailing party's attorneys' fees and costs and other expenses of such action
or suit.
No failure to exercise and no delay in exercising any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or further exercise
thet•eof, or the exercise of any other r•ight. The rights and remedies herein provided shall be in
addition to all other rights or remedies provided by law. No modification or waiver of any
provision of these Deed Restrictions, or consent to departure here from, shall be effective unless
in writing and signed by the parties and no such modi�cation, consent, or waiver shall extend
beyond the pat•ticular case and purpose involved. No notice or demand given in any case shall
constitute a waiver of the right to take other action in the same, similar or other instances without
such notice or demand.
14) Owner shall cause this document, and all amendments and supplements hereto and
thereto, to be recorded and iiied in the real property records of Tari•ant County and in such other
places as City may reasonably request. Owner shall pay all fees and charges incurred in connection
with any such recording.
15) These Deed Restrictions shall be governed by the laws of the State of Texas.
16) Headings and titles herein are fot• convenience only and shall not influence any
construction or interpretation.
17) If any provision of these Deed Restt•ictions shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not
in any way be affected or impaired thereby.
18) All terms not defined herein shall have the meaning proscribed to them in the
City's HOME Contract or the Developer Loan Agreement. If any provision of these Deed
Restrictions conflicts with any provision of the HOME Contract or the Developer Loan
Agreement, the provisions of the HOME Contract, as assigned to Owner through the
Developer Loan Agreement, will govern to the extent of the conflict.
19) THE TERMS AND CONDITIONS OF THESE DEED RESTRICTIONS ARE
SUBJECT TO HUD'S REQUIREMENTS SET FORTH IN THE ATTACHED HUD RID�R
INCORPORATED HEREIN FOR ALL PURPOSES.
[Signatuf•e Pages to Follow]
DEED RESTRICTIONS - HOME Page 34
IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authorized representatives, all on the date �rst written hereinabove.
OWNER:
FW COWAN PLACE, LP,
a Texas limited partnet•ship
By: FW Cowan Place GP, LLC,
a Texas limited liability company,
its general partner
By: Fort Worth Affordability, Inc.,
a Texas nonprofit corporation,
its sole member
By:
Name: Mary-Margaret Lemons
Title: Secretary/Treasurer
By: FW Rosedale MBS SLP, Inc.,
a Missouri corporation,
its Special Limited Partner
By:
Name: Vincent R. Bennett
Title: President
STATE OF TEXAS
COUNTY OF TARRANT
§
§
§
I HEREBY CERTIFY that on or about this day of , 2021, before me, a Notary
Public for the state aforesaid, pelsonally appeared Maiy-Margaret Lemons, known to me or
satisfactorily proven to be the person whose name is subscribed to the foregoing ot• attached
document, who acknowledged that she is the Secretary/Treasurer of Fort Worth Affordability, Inc.,
a Texas nonprofit corporation, the sole member of FW Cowan Place GP, LLC, a Texas limited
liability company, the general partner of FW Cowan Place, LP, a Texas limited partnership; that
she has been duly authorized to execute, and has executed, such instrument on its behalf for the
purposes therein set forth; and that the same is its act and deed of said limited partneiship.
IN WITNESS WHEREOF, I have set my hand and Notarial Seal, the day and year first above
written.
Notaiy Public, State of Texas
DEED R�STRICTIONS - HOME Page 35
Cowan Place Apartments
STATE OF MISSOURI §
§
CITY OF ST. LOUIS §
On this, the day of , 2021, before me, the undersigned
officer, personally appeared Vincent R. Bennett, who states that he is the President of FW Rosedale
MBS SLP, Inc., a Missouri corporation, the special limited partner of FW Cowan Piace, LP, Icnown
to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument
and acknowledged that he, being authorized to do so, executed the same for the purpose therein
contained, and desires the same to be t•ecorded as such.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public, State of Missouri
IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authot•ized rept•esentatives, all on the date first written hereinabove.
CITY OF FORT WORTH
a Texas home rule municipality
Fernando Costa, Assistant City Manager
Date:
APPROVED AS TO FORM AND LEGALITY:
Jo Ann Pate Assistant City Attorney
STATE OF TEXAS §
§
COUNTY OF TARRANT §
This instrument was acknowledged before me on September _, 2021, by Fernando Costa,
Assistant City Manager of the City of Fort Worth, a Texas home rule municipality, on behalf of
such municipality.
Notary Pubiic, State of Texas
DEED RESTRICTIONS - HOME Page 36
Cowan Place Apartments
EXHIBIT "A"
Legal Description
A LEASEHOLD ESTATE IN THE FOLLOWING 12EAL PROPERTY:
Real property in the City of Fort Worth, County of Tarrant, State of Texas, described as follows:
Ail of Blocic 1R, ROSEDALE PLAZA ADDITION, an addition in the City of Foi�t Wot�th, Tarrant
County, Texas, according to Plat thereof recorded in Volume 388-44, Page 48, Plat Records,
Tarrant County, Texas,
DE�D RESTRICTIONS - HOME Page 37
Cowan Place Apartments
HUD Rider To Restrictive Covenants
This RIDER TO RESTRICTIVE COVENANTS is made as of September l, 2021, by FW Cowan
Place, LP. ("Borrower") and the City of Fort Worth ("Agency").
WHEREAS, Borrower has obtained financing from Mason Joseph, Inc. ("Lender") for the benefit
of the project known as Cowan Place Apartments ("Project"), which loan is secured by a Leasehold
Deed of Trust Security Agreement — Financing Statement ("Security Instrument") dated as of
September 1, 2021, and wiil be recorded in the Real Property Records of Tarrant County, Texas
("Records") and is insured by the United States Department of Housing and Urban Development
("HUD");
WHEREAS, Borrower has received HOME funds fi�om Fort Worth Affordability, Inc., through a
loan funded through the Agency, which Agency is requiring certain restrictions be recorded against
the Project; and
WHEREAS, HUD requires as a condition of its insuring Lendet•'s financing to the Pt�oject, that the
Agency agr•ee to the terms in this Rider; and
WHEREAS, the Agency has agreed to such terms of this Rider.
NOW, THEREFORE, in consideration of the foregoing and for other consideration the receipt and
sufficiency of which are hereby acicnowledged, the parties hereby agree as foliows:
(a) In the event of any conflict between any provision contained elsewhere in the Restrictive
Covenants and any provision contained in this Rider, the provision contained in this Rider shall
govern and be controlling in all respects as set forth more fuily herein.
(b) The following terms shall have the following definitions:
"HUD" means the United States Department of Housing and Urban Development.
"HUD Regulatory Agreement" means the Regulatory Agreement between Borrower and HUD
with respect to the Project, as the same may be supplemented, amended ot• modified from time to
time,
"HUD-FHA Requirements" means (i) the Mortgage Loan Documents, including without
limitation, the Security Instiument, the HUD Regulatory Agreement, and (ii) Program Obligations.
"Lender" means Mason Joseph, Inc., its successors and assigns.
"Mortgage Loan" means the moi�tgage loan made by Lender to the Borrower pursuant to the
Mortgage Loan Documents with respect to the Project.
"Mortgage Loan Documents" means the Security Instrument, the HUD Regulatoiy Agreement and
all other documents required by HUD or Lender in connection with the Mot•tgage Loan.
D�ED RESTRICTIONS - HOME Page 38
Cowan Place Apartments
"National Housing Act" means the National Housing Act of 1934, as amended.
"Program Obligations" has the meaning set forth in the Security Instrument.
"Residual Receipts" has the meaning specified in the HUD Regulatory Agreement.
"Security Instrument" means the mortgage or deed of'trust from Borrower in favor of Lender, as
the same may be supplemented, amended or modified.
"Surplus Cash" has the meaning speci�ed in the HUD Regulatory Agreement.
(c) Notwithstanding anything in the Restrictive Covenants to the contrary, Borrower covenants
that it will not talce or permit any action that would result in a violation of the HUD-FHA
Requirements or Restrictive Covenants. In the event of any conflict between the provisions of the
Restrictive Covenants and the provisions of the HUD-FHA Requit•ements, HUD shall be and
remains entitled to enforce the HUD-FHA Requirements. Notwithstanding the foregoing, nothing
herein limits the Agency's ability to enforce the terms of the Restrictive Covenants, pt•ovided such
terms do not conflict with statutory provisions of the National Housing Act or the i�egulations
related thereto. The Borrower represents and warrants that to the best of Borrower's knowledge
the Restrictive Covenants impose no terms or requirements that conflict with the National Housing
Act and related regulations.
(d) Intentionally omitted
(e) Borrower and the Agency acknowledge that Borrower's failure to comply with the covenants
provided in the Restrictive Covenants does not and shail not serve as a basis for default under the
HUD-FHA Requirements, unless a default also arises under the HUD-FHA Requirements.
(� Except for the Agency's reporting requirement, in enforcing the Restrictive Covenants the
Agency will not �le any claim against the Project, the Mortgage Loan proceeds, any reserve or
deposit required by HUD in connection with the Security Instrument or HUD Regulatory
Agreement, or the t•ents or other income ft•om the property other than a claim against:
i. Available surplus cash, if the Borrower is a for-profit entity;
ii. Available distributions of surplus cash and residual receipts authorized fot• release by
HUD, if the Borrower is a limited distribution entity; or
iii. Available residual receipts authorized by HUD, if the Borrower is a non-profit entity.
(g) For so long as the Mortgage Loan is outstanding, Bort•ower and Agency shall not further amend
the Resti•ictive Covenants, with the exception of clerical errors or administrative correction of non-
substantive matters, without HUD's prior written consent.
DEED RESTRICTIONS - HOME Page 39
Cowan Place Apartments
(h) Subject to the HUD Regulatoiy Agreement, the Agency may require the Borrower to indemnify
and hold the Agency harmless from ail loss, cost, damage and expense arising fi•om any ciaim or
proceeding instituted against Agency relating to the subordination and covenants set forth in the
Restrictive Covenants, provided, however, that Borrower's obligation to indemnify and hold the
Agency harmless shall be limited to available suiplus cash and/or residual receipts of the Borrower.
(i) [Intentionally omitted]
IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authorized rept•esentatives, all on the date first written hereinabove.
[SIGNATURE PAGES FOLLOW]
D�ED R�STRICTIONS - HOME Page 40
Cowan Place Apartments
Owner:
FW COWAN PLACE, LP,
a Texas limited partnership
By: FW Cowan Place GP, LLC,
a Texas limited liability company,
its general partner
By: Fort Worth Affordability, Inc.,
a Texas nonpro�t corporation,
its sole member
By:
Name: Maly-Margaret Lemons
Title: Secretat•y/Treasurer
By: FW Rosedale MBS SLP, Inc.,
a Missouri corporation,
its Special Limited Pai-tner
By:
Name: Vincent R. Bennett
Title: Pt•esident
STATE OF TEXAS
COUNTY OF TARRANT
§
§
§
I HEREBY CERTIFY that on or about this day of , 2021, before me, a Notary
Public for the state aforesaid, personally appeared Mary-Margaret Lemons, known to me or
satisfactorily proven to be the pelson whose name is subscribed to the foregoing or attached
document, who acknowledged that she is the Secretary/Treasurer of Fort Worth Affordability, Inc.,
a Texas nonprofit corporation, the sole member of FW Cowan Place GP, LLC, a Texas limited
liability company, the general partner of FW Cowan Place, LP, a Texas limited partnership; that
she has been duly authorized to execute, and has executed, such instrument on its behalf for the
purposes therein set forth; and that the same is its act and deed of said limited partnership.
IN WITNESS WHEREOF, I have set my hand and Notarial Seal, the day and year first above
written.
Notary Public, State of Texas
DEED RESTRICTIONS - HOME Page 41
Cowan Place Apartments
STATE OF MISSOURI §
§
CITY OF ST. LOUIS §
On this, the day of , 2021, before me, the undersigned
officer, personally appeared Vincent R. Bennett, who states that he is the President of FW Rosedale
MBS SLP, Inc., a Missouri corporation, the special limited partner of FW Cowan Place, LP, known
to ine (or satisfactorily proven) to be the person whose name is subscribed to the within instrument
and acicnowledged that he, being authorized to do so, executed the same for the purpose therein
contained, and desires the same to be recorded as such.
IN WITNESS WHEREOF, I hereunto set my hand and official seai.
Notary Public, State of Missouri
IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authorized representatives, all on the date �rst written hereinabove,
CITY OF FORT WORTH
a Texas home t•ule municipality
Fernando Costa, Assistant City Manager
Date:
APPROVED AS TO FORM AND LEGALITY:
Jo Ann Pate Assistant City Attorney
STATE OF TEXAS §
§
COUNTY OF TARRANT §
This instrument was acknowledged before me on September _, 2021, by Fernando Costa,
Assistant City Manager of the City of Fort Worth, a Texas home rule municipality, on behalf of
such municipality.
Notary Public, State of Texas
DEED RESTRICTIONS - HOME Page 42
Cowan Place Apartments
Exhibit A — Legal Description
A LEASEHOLD ESTATE IN THE FOLLOWING REAL PROPERTY:
Real property in the City of Fort Worth, County of Tarrant, State of Texas, described as follows:
Ail of Blocic 1R, ROSEDALE PLAZA ADDITION, an addition in the City of Fort Worth, Tarrant
County, Texas, according to Plat thereof recorded in Volume 388-44, Page 48, Plat Records,
Tari•ant County, Texas,
DEED RESTRICTIONS - HOM� Page 43
Cowan Place Apartments
EXHIBIT "N"
VAWA FORMS
COWAN PLACE APARTMENTS
Notice of Occupancy Rights under the Violence Against Women Act (Form HUD-5380)
Model Emergency Transfer Plan for Victims of Domestic Violence, Dating Violence, Sexual
Assault, or Stalking (Form HUD-5381)
Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence,
Sexual Assault, or Stallcing (Form HUD-5383)
Certification of Domestic Violence, Dating Violence, Sexual Assault, or Stalking and
Alternate Documentation (Form HUD-5382)
Violence, Dating Violence or Stalking Lease Addendum (Form HUD-91067)
Where permitted by federal regulations, FWAI and/or Developer may use its own forms so
long as they meet the requirements of the VAWA and its accompanying regulations. FWAI
and/or Developer is responsible for ensuring that the proper forms and required actions are
taken in compliance with VAWA and any applicable regulations, and acknowledges that it
is solely responsible for using the appropriate forms as they may be changed from time to
time.
DEED RESTRICTIONS - HOME Page 44
Co�van Place Apartments
EXHIBIT "O"
HOME REQUII2EM�NTS
COWAN PLACE APARTMENTS
Capitalized terms not de�ned herein shall have meanings assigned to them in the Contract.
FWAI and/or Developer shall ensure that the Property Manager receives a copy of the HOME
Contract which outlines the HOME Regulations. Below is an outline of the HOME Requirements
that the Property Manager will be responsible for while managing the HOME Units in the project.
Some of the Capitalized terms not defined herein shall have meanings assigned them in the HOME
Contract.
FWAI shall require that Developer ensures compliance with the following and includes the
following requirements in its property management agreement:
1. Property Manager acicnowledges that the project operates under the HOME Program's
Section 504 requirements. Accordingly, Pt•operty Manager shall exercise its commet•cially
reasonable efforts to take the following steps to:
Comply with Section 504 requirements and other federal accessibility
requirements. The project must contain 13 Accessible Units. Of these, 9 must be
accessible to individuals with mobility impairment, and 4 must be accessible to
individuals with visual impairments.
2. Property Manager will follow the procedures given by Developer to rent HOME Units to
tenants who have incomes at or below 80% AMI; provided however, the first tenant to
occupy a High HOME Unit, as defined in the HOME Contract, must be a tenant whose
annual income adjusted for family size does not exceed 60% of AMI.
3. Property Manager must manage the HOME Units as set forth in the chart below to ensure
that they are occupied by tenants that are either High HOME Eligible Tenants or Low
HOME Eligibie Tenants as described in the chart. Of the 4 HOME Units, 0 must be HIGH
HOME Units and 4 must be LOW HOME Units. The Low HOME Units must be occupied
by households earning at or below 50% AMI. These veiy low-income tenants must occupy
HOME Units at or below the Low HOME Rent. The mix of bedroom units for the HOME
Units is shown on the chart below. The mix of bedt�ooms of the HOME Units must be
proportional to the overail bedroom mix of ail the units in the project. Property Manager
must manage the HOME Units in accordance with the chart, the HOME Requirements and
the guidelines contained in the Managing Rental Unii Mix Undef• HONIE published by
HUD at:
https://files.hudexchan�e.info/resources/documents/Mana�n�-Rental-Unit-Mix-Under-
HOME.pdf.
I30ME UNIT MIX
Units
163 1-BR
112-BR
DEED RESTRICTIONS - HOM�
Cowan Place Apartments
Page 45
174 total
High HOME Units 0 1-BR 0 2-BR
0 total)*
Low HOME Units 3 1-BR 1 2-BR
4 total '�
*The HOME Units may be designated as floating, if the HOME Units are comparable to the non-
assisted units in the ro'ect.
4. Property Manager must notify Developer in writing within 30 days if any HOME Unit is
occupied by a tenant who is not income eligible, or if any HOME Unit remains vacant for
more than 90 days.
5. The HOME Units are floating. When a"floating" unit is changed within the project, the
newly designated "floating" unit must be comparable to the non-HOME assisted units.
6. Property Manager must charge the appropriate High HOME and Low HOME rents and not
charge rents in excess of the HOME Program rents for any given year. These program i•ents
change annually and City will provide Developer and Property Manager with updated
HOME rent limits so that rents may be adjusted (not to exceed the maximum HOME rent
limits). For projects that have floating HOME Units, per HUD regulations, changes may
need to be made where instances of tenant's income either rises above or falls below certain
thresholds. Property Manager should refer to the Managifig Re�z�tal Unit Mix Under
HOME found at https://files.hudexchange.info/resources/documentslMana�ing-Rental-
Unit-Mix-Under-HOME.pdf for guidance. Property Manager should retain necessary
documentation to demonstrate that each HOME Unit is occupied by an income-eligible
tenant. General rental housing records must be kept on-file for 5 yeats after the
Affordability Period, as defined in the HOME Contt•act, ends.
7. Before executing any lease for a HOME Unit, Property Manager must verify all new
tenants' income eligibility using the annual income definition in 24 CFR 5.609. Income
documentation must be sufficient to show that a tenant is a HOME Eligible Household.
Tenant Documentation may include but is not lilnited to copies of paychecks, Social
Security and disabiiity verification letters, interest or rental income statements, retirement
income statements, child support and alimony veriiication, unempioyment benefit letters,
and the like for initial tenant income eligibility verifications, and the tenant income
veri�ication required eveiy 6th year of the Affordability Period. Documentation for tenant
income eligibility veriiications for other than the initial lease and the 6th year of the
Affordability Period shall be a City approved income self-certification form. Property
Manager shall use the most current HUD Income Guidelines and Technical Guidance for
Determining Income and Allowances to deteimine tenant eligibility.
8. Property Manager shall maintain copies of Tenant Documentation and all tenant self-
certification forms as required under the HOME Contract.
9. Pt•operty Manager shail submit for City approval a sample tenant lease prior to accepting
tenant applications. This sample lease must include:
DEED RESTRICTIONS - HOM� Page 46
Cowan Place Apartments
a. Tenant must be given at least 30 days written notice before rent increases may be
implemented, and 30 days written notice must be given notifying the tenant inust
vacate the unit.
b. The lease term fo1• a HOME Unit must be for at least 1 year, unless the tenant and
Property Manager agree on a shorter teim.
c. Tenant rents may not increase until the original lease expires, or until 1 year
anniveisary of tenant entering into the lease, whichever occurs first.
d. HUD publishes the HIGH and LOW HOME i•ents annually, and Property Manager
should use the numbers provided to calculate rents for the HOME Units.
e. Maximum allowable HOME rents must be reduced if the tenant pays utilities.
f. Tenant lease must inform tenant that their income will be reexamined annually,
either at the anniveisary of the initial income verification, or at lease renewal.
g. Tenant lease must explicitly state that their rent may increase if the tenant is placed
in a HOME Unit and at the time of income recertification, their income increases
above the required thresholds.
10. Rents charged to tenants are subject to the HOME Regulations at 24 CFR 92.252 (a) and
(b). Under no circumstances may the maximum rental amounts charged to tenants of
HOME Units exceed the High Home Rent minus monthly allowances for utilities and
services (excluding telephone) established by HUD. Property Manager agrees to abide by
HUD-approved schedules of HOME rent levels and locally adopted utility allowances
published by the local housing authority. Property Manager should keep recor•ds that
include documentation to back up rent levels and utility allowances.
11. Property Manager must have a tenant selection policy which provides for:
a. The selection of tenants from a written wait'rng list in the chronological order of
their application, insofar as is practicable;
b. The prompt written notification to any rejected applicant providing the grounds for
such rejection; and bi-lingual leasing and management assistance.
c. Ensure that holders of rental assistance subsidies (such as HUD's Housing Choice
Voucher or similar subsidy) are not excluded fi�om renting a unit in the Required
Improvements.
d. The tenant selection policy must address non-discrimination and affirmative
marketing per federal guidelines.
e. Market accessible units in the following ot•der:
L Market within the property to persons requiring an accessible unit.
2. Reference waiting list to check fot• persons requiring accessible unit.
3. Market to general community for persons requiring accessible unit.
4. Market to persons that do not require accessible unit.
DEED RESTRICTIONS - HOME Page 47
Cowan Place Apartments
The tenant
Regulations
laws.
selection policy inust address inanaging HOME Unit mix under HOME
The tenant selection policy must comply with state and local tenant/landlord
Property Manager shall adopt affirmative marlceting procedures and requirements for the
HOME Units. The procedures and requirements must include methods foi• informing the
pubiic, owners and potential tenants about fair housing laws and policies so as to ensure
that all individuals, without regard for sex, age, race, color, creed, nationality, national
origin, religion, handicap status, disability, familial status, sexual orientation, gender
identity, gender expression or transgender, are given an equal opportunity to participate in
the project. The pi•ocedut•es and requirements must also inciude the designation of an
individual that will be responsible for marketing the project and establishing a clear
application screening plan and the maintenance of documentation and records to evidence
af�rmative marketing procedures have been implemented. City shall have no responsibility
with regard to affirmative marketing of the project. Affirmative marketing procedures shall
be submitted to City for approval prior to implementation.
12. Property Manager shall abide by all federal non-discrimination and fair housing laws.
13. Property Manager undeistands and agrees that it will be subject to monitoring by City for
compliance with the HOME Regulations for the duration of the 20 year Affordability
Pet•iod. Property Manager will provide repoi�ts and access to project files as requested by
City during the Affordability Period and for 5 years after the end of the Affordability
Period, and will meet ail the reporting requirements set out in the HOME Contract. These
requirements shall survive the early termination or expiration of the HOME Contract. City
shall have access at all reasonable hours to the Property Manager's offices and records
dealing w'rth the HOME Units, and its officers, directors, agents, employees, and
contractors for the purpose of such monitoring.
DEED RESTRICTIONS - HOME Page 48
Cowan Place Apartments
Pa
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UNCIL '
� City of Fort Worth - Action Details
Details
File #:
Type:
MC 210499 Version: 1
A�vard of Contract Consent
; �
Title: (CD 5) Authorize Expenditure of a Total of $860,000,00 of Identified Federal Funds, in the Fonn of
Forgivable Loans to Fort Worth Affordability inc., for the Development of the Cotvan Place Affordable
Senior Housing Development Located at 5400 East Rosedale Street as Part of the Muld-Year Choice
Neighborhoods Implementation Grant in the Cavile Place/Historic Stop Six Area; Authorize Execution of
Contracts and Related Loan Documents; Authorize Acceptance of Assignment to City by Fort Worth
Affordability Inc., of Contracts and Loan Documents for its loans to FW Cowan Place, LP for the eenefit
of the Project; Authorize Assignment of Federal Grant Obligations from Fort Worth Affordability Inc. to
F1N Cowan Place, LP.; Authorize the Substitution of Funding Years; and Adopt Attached Appropriation
Ordinance
Mover:
Result:
Agenda note:
Minutes note:
Action:
Action text:
Consent Votes (0;0)
0 records
Person Name
,No records to display.
Seconder:
Approved
Approved. Appropriation Ordinance No. 24943-06-2021
Vote
City of Fort Worth,
Mayor and
DATE: 06/22/21
LOG NAME: 19COWAN PLACE - CDBG FUNDS
SUBJECT
M&C FILE NUMBER: M&C 21-0498
(CD 5) Authorize Execution of a Subrecipient Agreement with the Housing Authority for the City of Fort Worth, Texas Doing Business as Fort Worth
Housing Solutions in the Amount of $750,000.00 in Community Development Block Grant Funds for Construction Costs Associated with the
Infrastructure Improvements in Support of the Cowan Place Affordable Housing Development Located at 5400 East Rosedale Street
RECOMMENDATION:
It is recommended that the City Council:
1
�
3.
Authorize the City Manager to execute a subrecipient contract with the Housing Authority for the Clry of Fort Worth, Texas Doing Business As
Fort Worth Housing Solutions in the amount of $750,000.00 in Community Development Block Grant Funds for the construction costs
associated with infrastructure improvements in support of the Cowan Place Affordable Housing Development located at 5400 East
Rosedale Street;
Authorize the City Manager, or his designee, to substitute funding years in order to meet United States Department of Housing and Urban
Development commitment, disbursement and expenditure deadlines; and
Authorize the City Manager, or his designee, to amend contract as necessary for completion of the project provided any amendment is within
the scope of the program and complies with City policies and all applicable laws and regulations governing the use of federal grant funds.
DISCUSSION:
On October 22, 2019, City Council authorized the City to act as a co-applicant with Fort Worth Housing Solutions (FWHS) for a Choice
Neighborhoods Implementation (CNI) grant from the U.S. Department of Housing and Urban Development (HUD), adopted a revised Cavile
Place/Historic Stop Six Neighborhood Transformation Plan (Transformation Plan), and committed $39,375,654.00 over a six-year period for
various improvements and activities in the Cavile Place and Historic Stop Six neighborhood, subject to receipt of the grant. In Spring 2020, the
City was notified that the City and FWHS had been awarded the CNI grant. (Mayor and Council Communication (M&C) 19-0268). As co-applicant,
the City agreed to support FWHS in implementing the Transformation Plan by providing resources to eligible activities, including a commitment of
$3,250,000.00 in Community Development Block Grant (CDBG) funds to be awarded over the next six years. The purpose of this M&C is to move
fotward with awarding CDBG funds for the first year in the amount of $750,000.00 for eligible activities.
The Cowan Place Project (Project) is part of Phase 1 of the Transformation Plan and will consist of a new multifamily, affordable apartment
complex. The Project will have up to 174 units for seniors 55 and older, with 156 units set aside for households earning sixty percent or less of area
median income (AMI) and at least five percent of the total units set aside as permanent supportive housing (PSH) units. Phase 1 will also include
infrastructure improvements in support of the Project. These improvements include, but are not limited to, improvements within the public right of
way such as street reconstruction, water and/or sewer improvements, curb and gutter, public sidewalks, and street lights.
Staff recommends the execution of a subrecipient agreement with FWHS in the amount of $750,000.00 in CDBG funds, to be paid on a
reimbursement basis, to fund the construction costs of the infrastructure improvements necessary for the completion of the Project. So long as
FWHS completes all obligations and complies with all City and CDBG requirements, there will be no repayment of the CDBG funds. Contract term
will commence on the date of execution and will expire upon the completion of the 5-year performance period.
In addition to CDBG funding, the City also committed to providing additional funds from various federal grants in support of the Transformation
plan, including the HOME Investment Partnerships Program and the Urban Development Action Grant. Authorization for use of the additional funds
for the Project is being sought through a separate M&C.
The Fort Worth Housing Finance Corporation (FWHFC) approved a resolution in support of the CNI grant and the Transformation Plan on October
22, 2019. The resolution set aside $1,250,000.00 of FWHFC funds for constr�ction-to-permanent loans for affordable housing development
financing and an additional $1,250,000.00 specifically for the development of Permanent Supportive Housing. (Resolution No. FWHFC-2019-06).
A portion of these funds are anticipated to be used in support of the Project.
The Project will assist the City in fulfilling its goals under the City's Comprehensive Plan, Choice Neighborhoods Implementation Grant,
Transformation Plan and Consolidated Plan by providing quality, accessible, affordable housing for low- to moderate- income residents and
supporting economic development and revitalization.
A Form 1295 is not required because: This contract will be with a governmental entity, state agency or public institution of higher education: Fort
Worth Housing Solutions
Texas
Council Communication
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, funds are available in the current operating budget as
appropriated, in the Grants Operating Federal Fund. Neighborhood Services (and Financial Management Services) will be responsible for the
collection and deposit of funds due to the City. Prior to an expenditure being incurred, Neighborhood Services has the responsibility to validate the
availability of funds. This is a reimbursement grant.
Submitted for City Manager's Office b�
Fernando Costa
6122
Originating Business Unit Head:
Victor Turner
: :
Additional Information Contact: Chad LaRoque 2661
Leticia Rodriguez
7319