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HomeMy WebLinkAboutContract 56160STATE OF T�XAS COUNTY OF TARRANT � ���� �,, 4� �(.�.I l�� ��a�r�� � § UDAG LOAN AGREEMENT This Loan Agreement ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipality organized under the laws of the State of Texas, and Fort Worth Affordability, Inc. ("FWAI"), a domestic nonprofit corporation. City and FWAI may be referred to individually as a"Party" and jointly as "the Parties". RECITALS WHEREAS, On or about September 7, 1979 the City entered into that cer•tain Urban Development Action Grant Agreement with the United States Department of Housing and Urban Development ("HUD"), UDAG Grant No. B-79-AA-48-0013 (the "UDAG Grant Agreement"), for use in acquiring land and constructing a parking garage located under General Wot•th Park in downtown Fort Worth (City Secretaty Contract No. 10610), as more specifically set forth in the UDAG Grant Agreement. The City has leased the parl<ing garage pursuant to and in accot•dance with that certain Lease Agreement ("Parking Garage Lease") dated on or about May 22, 1980 by and between the City and Hunt Hotel/Fort Worth, Ltd. (City Secretary Contract No. 11085, as amended and assigned). Rental i•evenues from the Parking Garage Lease are deeined "Grant Revenues" under the UDAG Grant Agreement (the "UDAG Grant Fund Proceeds"). The UDAG Grant Agreement allows the City to use the UDAG Grant Fund Proceeds (now described by HUD as "miscellaneous revenue") for community or economic development activities eligible for assistance under Title I of the Housing and Community Development Act of 1974, 42 USC 5301 et seq., as amended (the "Act"); WHEREAS, the City of Fort Worth and the Housing Authority of the City of Fort Worth, Texas doing business as Fort Worth Housing Solutions ("FWHS") were co-applicants for a federal Choice Neighborhood Initiatives ("CNI") grant; WHEREAS, as part of the City's support of the application, the City Council authorized the commitment of up to $1,110,000.00 of UDAG funds over the next 6 years to support the housing finance poi�tion of the CNI project; WHEREAS, The City and FWHS were awarded a$35 million CNI gt�ant in spring of 2020 to be used over six phases of development through 2026; WHEREAS, as part of the first phase of development, FWHS pt•oposes building a 174- unit affordable seniot• development to be known as the Cowan Place Apartments to be located at 5400 E. Rosedale Street ("Property"), as more particularly depicted in the attached Exhibit "A" — Map and Property Description, made a part of this Agreement for all put�poses, and will use a portion of the CNI grant funds among various other funding sources; UDAG Loan Agreement Foi�t Worth Affordability, Inc. _ .i '�' "',�; . - _ � �. e;`ao YJ�Y�9�1'fi, TX WHEREAS, FWAI is an instrumentality of FWHS and operates as a Texas nonpro�t corporation with the 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 aslced to be the recipient of any loan funds from the City instead of FW Cowan Place, LP; WHEREAS, FWAI proposes to use UDAG funds for the development, construction and operation of the Cowan Place Apartments, an eiigible project under the CDBG Regulations, whereby FWAI will (1) receive the funds fi�om 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 docuinents between FWAI and Developer to the City to collateralize the City's loan, and (4) assign the UDAG and City obligations to Developer; WHEREAS, Developer is a Texas limited partnership consisting of FW Cowan Place GP, LLC a Texas limited liability company, with FWAI as its sole member, as General Partnet; FW Rosedale MBS SLP, Inc., a Missouri Corporation, as Special Limited Partner; and a Limited Partnei; WHEREAS, FWAI shall ensure that any contractual documents with Developer related to the UDAG Funds, including the Developer Loan Agreement, shall include the provisions of this contract that relate to UDAG regulation and compliance, City regulations and compliance, default and remedies upon default, indemnity, audit, insurance, and all other obligations included herein, adapted as necessary and appt�oved by City; WHEREAS, Developer has received an award of 2021 Non-Competitive (4%) Housing Tax Credits fi�om the Texas Department of Housing and Coinmunity Affaii•s for a portion of the costs of the development of the Project; WHEREAS, The Project is located in a Community Development Block Grant ("CDBG") eligible census tract, which qualifies it fot• the use of UDAG miscellaneous revenue and will accomplish the public benefit of furthering a CDBG National Objective of pt•omoting activities that benefit low-and-moderate income residents; WHEREAS, FWAI has represented to City, and on the basis of such repr•esentation City finds, that the Project will meet the requirements of the UDAG Regulations for use of UDAG miscellaneous revenue; and WHEREAS, City residents and the City Council have determined that the development of quality, accessible, affordable housing is needed for moderate, low, and very low-income City residents. UDAG Loan Agreement Page 2 Fort Worth Affordability, Inc. NOW, THEREFORE, in consideration of the mutual covenants and obligations and responsibilities contained herein, including all Exhibits and Attachlnents, and subject to the terms and conditions hereinafter stated, the Parties undelstand and agree as follows: AGREEMENT 1. INCORPORATION OF RECITALS. City and FWAI hereby agree that the Recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Agreement. 2. DEFINITIONS. In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Affiliate means (i) all entities under common control with, controlled by or contt�olling FWAI; and (ii) all entities in which FWAI and/or FWAI's affiliated entities own an interest, For purposes of this de�nition, "control" means 50% or more of the ownership, deteimined by either value or vote. Business Diversity Enterprise Ordinance or BDE means the City's Business Diveisity Ordinance, Ordinance No. 24534-11-2020, as may be amended fi•om time to time. CDBG means the Community Development Block Grant, the grant program of the same name administered by HUD. CDBG Regulations means those reguiations set forth at 24 CFR Part 570 et seq. Central City means a geographic area within the City, defined by the City Council as shown in the map attached hereto as Exhibit "L" — Map of Central City. Central Citv Emplovment Goal has the meaning asct•ibed to it in Section 4.2.2. Central Citv Resident means an individual whose principal place of residence is located within the Central City. Certificate of Comnletion has the meaning ascribed to it in Section 5.4.6. Completion means the substantial completion of the Required Improvements as evidenced by a Neighborhood Services Department inspection, HUD Compliance Inspection Report and any other applicable final inspection approvals from the City showing that the Required Improvements have met City requirements and verification that the National Objective has been met. Completion Deadline means August 31, 2023. UDAG Loan Agreement Page 3 Foi�t Worth Affordability, Inc. Developer Deed of Trust means any deed of trust fi•om Developer to FWAI securing a loan and performance made using the City's UDAG Funds and covering the Property and securing the indebtedness evidenced therein and Developer's performance of the requirements of the Developer Loan and the UDAG and CDBG Regulations, as the same may be extended, amended, restated, supplemented or otherwise modi�ed. The Parties agree that the Deveioper Deed of Trust must be approved by City in both form and substance. Developer Loan means the UDAG Funds provided to Developer, by FWAI for the developinent of the Project. Developer Loan A�reement means any agreement in the amount of the UDAG Funds executed by Developer and FWAI setting out the terms and conditions governing the loan between the same using the UDAG Funds, which shall assign all obligations and requirements of this Contract to FW Cowan Piace, LP except as explicitly stated otherwise, and as may be extended, amended, restated, supplemented or otherwise inodified. The Parties agree that the Developer Loan Agreement and any amendment or modification thereto must be approved by City in both fotm and substance. Developer Loan Documents means security instruments which FWAI and Developer have executed and have been collaterally 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 fedet•al requirements, as the same may fi�om time to tilne be extended, amended, restated, supplemented or otherwise modified. Developer Promissory Note means any note in the amount of the UDAG Funds executed by Developer payable to the order of FWAI, as the same may be extended, amended, restated, supplemented or otherwise modi�ied. The Parties agree that the Developer Promissory Note and any amendment or modification thereto must be approved by City in both form and substance. Development Costs means the total job value assigned by issued building permits. Director means the Director of the City's Neighborhood Services Department. Effective Date means the date this Agreement is fully executed by the Parties as shown by the date written under their respective signatut•es. Force Maieure means an event beyond a Party's control, including, without limitation, acts of God, fires, strikes, national disasters, pandemics, wars, terrorism, riots, material or Iabor restrictions, and, with respect to Developer, unreasonable delays by the City in issuing any permits w'rth respect to the Project or inspection of any of part of the Project (taking into account the City's then-current worl<load with respect to the issuance of permits or the conducting of UDAG Loan Agreement Page 4 Fort Worth Affordability, Inc. inspections), but shall not include constiuction delays caused due to purely financial matters invoiving any entity, including, but not limited to, Developer, such as, without limitation, delays in the obtaining of adequate financing. Full-time Equivalent Job ("FTE") means a job filled by 1 or more individL�als for a period of not less than 40 houis pel• weelc. Funds means the UDAG miscellaneous revenue provided by City to FWAI undet• the terms of this Agreement. HUD means the United States Department of Housing and Urban Development. Loan means the UDAG Funds provided to FWAI by City for the purpose of FWAI loaning the funds to FW Cowan Place, LP, under the terms of this Agreement as more particularly described in the Loan Docuinents. Loan Documents means security instruments which FWAI, Developei• or any othet• party has executed and delivered to City including without limitation, the City's Prolnissory Note with FWAI, or any other siinilar security instruments evidencing, securing or guaranteeing City's interest and furthet• evidencing, securing, or guaranteeing FWAI's perforinance of all City and federal requirements, including the perfotmance requirements during the Performance Period, as the same may fi•om time to time be extended, amended, restated, supplemented or otherwise modified. Maturity Date means 40 yeais after Project Stabilization as defined in the HOME Contract, City Secretaiy Contract No. 56159, between Borrower and Lender for the HOME Loan ("HOME Contract"), but not later than December 31, 2063. Overall Employment Goal has the meaning ascribed to it in Section 4.3. Performance Period means 5 years fi�om the date of the Promissory Note. Promissory Note means any note in the amount of the Funds executed by FWAI, payable to the order of City, as the same may fi�om time to time be extended, amended, restated, supplemented or otherwise modified. The form of the Promissory Note is attached as Exhibit "D" — Loan Documents, made a part of this Agreement for all purposes. Property has the meaning ascribed to it in the Recitals and as more particularly described in Exhibit "A" — Map and Property Description. Proiect has the meaning ascribed to it in the Recitais and as more pai-ticularly described in Exhibit "B" — Proiect Summary. 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. UDAG Loan Agi•eement Page 5 Fort Worth Affordability, Inc. Reimbursement Request has the meaning ascribed to it in Section 5.4. UDAG means Urban Development Action Grant, the grant program of the same name administered by HUD. UDAG Grant A�reement has the meaning ascribed to it in the Recitals. UDAG Grant Fund Proceeds or miscellaneous revenue has the meaning ascribed to it in the Recitals. UDAG Re�ulations means the Act and all other laws, rules, regulations, and contractual obligations pertaining to UDAG and the use of the UDAG Grant Fund Proceeds or miscellaneous revenue. 3. TERM. 3.L Term of A�reement. The term of this Agreement commences on the Effective Date and ends 40 yeals after Project Stabilization occurs, unless eariier terminated as provided in this Contract. All provisions relating to completion of the Required Improveinents tet•minate in 3 years unless earlier terminated as provided in this Agreement or extended. All provisions relating to the federal Regulations and the employment requirements shall remain in full force and effect until the end of the Per•formance Period. 3.2 Term of Loan. The ter•m of the Loan shall commence on the date of the Promissory Note and ends 40 yeais after Project Stabilization (as defined in the Fort Worth City HOME Contract, City Secretary Contract 56159), so long as the terms and conditions of this Agreement and the Loan Documents have been met. 4. FWAI'S OBLIGATIONS. 4.1. Require Compliance with Federal and Citv Requirements. FWAI acknowledges and agrees and shall require Developer through its loan agreement and loan documents to acknowledge and agree to comply with the all requirements included herein, including all federal requirements, including the CDBG Requirements, and the City Requirements throughout the Performance Period. City shall have the right to approve all documents, conh�acts, loan documents, and other similar instruments between FWAI and Developer t•elated to the UDAG Funds. Approval by City does not relieve FWAI or Developer of their individual duty to comply with all federai and City regulations, even if omitted from appt•oved contract documents, unless specifically stated in an executed amendment that such requirement is waived. UDAG Loan Agreement Page 6 Fort Worth Affordability, Inc. 4.2 C_o_mpletion of Improvements. FWAI shall ensure that Developer invests at least $19,300,000.00 in Development Costs for the Improvements as of the Completion Date, which amount is subject to written veri�cation by the Dir•ector based on Complete Documentation subinitted to the Director by FWAI. 4.3. Employment and Resident Goals. FWAI shall require Developer or its Management Company to use its best efforts to employ at least 2 FTE that will be provided and filled on the Property (the "Overall �mployment Goal"), as follows: 4.3.1 Within the first 12-month period after the Completion Date, FWAI shall require that Developer or its Management Company to make reasonable efforts to ensure that Developer or its Management Company employs 1 FTE for Central City Resident for a total of at least 1 FTE by the end of the first 12-month period. 4.3.2 Within the second 12 month period after the Completion Date, FWAI shall require that Developer or its Management Company inalce reasonable efforts to ensure that Developer or its Management Company employs an additional 1 FTE for Central City Resident for a total of 2 FTE during the second 12-month period. 4.3.3 During the third, fourth, and �fth 12-month pet�iods after the Completion Date, FWAI shall require that Developer or its Management Coinpany make reasonable efforts to ensure that Developer or its Management Company maintains at least 2 FTE through the end of the Performance Period. 4.4. Reports. 4.4.1. Quarterly Construction Spendin� Reports. From the Effective Date until the Completion Deadline, FWAI will provide the City with a quarterly report in a for•m reasonably acceptable to the City that specifically outlines the then-cui-��ent aggregate Construction Costs expended by or on behalf of FWAI and the Developer for the Improvements. 4.4.2. Employment Reports. FWAI shall provide the City with a report fol� each year of the Perfoimance Period on or before the annual anniversaiy of the Completion Date that outlines the number of FTE provided and filled by Developer at the facility on the Property during the previous 12 months that were held by individuals t•esiding within the Centrai City, as evidenced by, without limitation, the zip codes of the residences of such individuals. The report shall be in the form attached to the Contract as Exhibit "G" — UDAG Loan Agreement Page 7 Fort Worth Affordability, Inc. Annual Evaluation Report, made a part of this Agl�eetnent for all pur•poses. If FWAI fails to provide any such report, the City will notify FWAI in writing, and FWAI will provide such report within thirty (30) calendar days following receipt of the written notice. Unless this Agreement is terminated by the City pursuant to Section 9 of the Contract, Section 4.3 shall suivive terinination or expit•ation of this Agr•eemeni. 4.4.3. Other Reports. FWAI shall supply any additional information reasonably requested by the City that is pertinent to the City's evaivation of FWAI's or Developer's compliance with each of the terms and conditions of this Agreement or that is reasonably necessaiy to assist the City in demonstrating compliance with UDAG Regulations. 4.5. Inspection of Propertv and Repuired Improvements. Following reasonable advance notice to FWAI, the City shall have, and FWAI shall provide or cause to be provided, access to the Property and any improvements thereon, in order for the City to inspect the Property and evaluate the Required Improvements to ensti�re compliance with the terms and conditions of this Agreement. FWAI shall cooperate fully with the City during any such inspection and/or evaluation. 4.6. Audits. The City shall have the right to audit FWAI's Recor�ds at any time during the Term of this Agreement and for 5 yeats thereafter in order to ensure compliance with this Agreement. FWAI shall make all Records available to the City on the Property or at another location in the City following r•easonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. This Section 4.5 shall survive the termination or expiration of this Agreement. 5. LOAN. 5.1. Amount. The City will loan FWAI $360,000.00 of UDAG miscellaneous revenue for the Project on the terms and conditions set forth herein. 5.2. Chan�e in Project Bud�et. FWAI agrees to utilize the Funds provided under this Agreement to supplement rather than supplant funds otherwise availabie for construction of the Project. 5.3. Loan Terms and Conditions. FWAI wili be required to: UDAG Loan Agreement Page 8 Fort Worth Affordability, Inc. 5.3.1 Execute and deiiver the Proinissory Note along with any other Loan Documents reguired by City. Additionally, FWAI shall simultaneously loan the UDAG funds provided through this Contract to Developer and shall collaterally assign the Developel- Loan Documents to the City in order to secure the UDAG Funds and ensure Developer's performance. 5.3.2 Provide City with a Mortgagee's Policy of title insurance in the amount of the Loan either through direct poiicy or an assigmnent or ensure that City is considered a successor in interest to the poiicy issued in favor of FWAI. 5.3.3 Pay all costs associated with closing the Loan. 5.3.4 Provide City with an estimated settlement statement fi•om the title company at least 3 business days before closing. 5.3.5 City must approve in writing any secured financing for the project that is to be subordinate to the Loan. City shail also have the right to review and approve the Developer Loan Documents. 5.3.6 The terin of the Loan shall be as specified in Section 3.2. The Loan shali bear no interest and shall be forgiven at the end of the Loan Term so long as (i) FWAI has not received any repayment ft•om Developer on the Developer Loan or in the event FWAI has received payment ft�om Developer on the Developer Loan, FWAI has remitted the full amount of such payment to City, and (ii) FWAI and Developer have camplied with all City requir•ements, state and federal laws, all federal regulations, including the CDBG and UDAG 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, title proceeds received based on the title policy for the Developer Loan, and any other money received by FWAI from Developer connected with the Developer Loan. In the event that FWAI receives any payment from Developer for the Developer Loan funded using City UDAG Funds, those funds are immediately repayable to City and must be repaid to City by FWAI within thirty days of its receipt of the fiinds. Failure to repay City shall be an event of default under this Contract and City may pursue any and all remedies included in this Contract, including withholding all remaining UDAG funds and demanding repayment of any UDAG funds previously paid to FWAI ot• Developer. 5.3.7 Early repayment of the Loan shall not relieve FWAI of its obligations under this Agreement or compliance with UDAG Regulations, CDBG , Regulations or other applicable HUD regulations. UDAG Loan Agreement Page 9 Fort Worth Affordability, Inc. 5.3.8 This Agreement and the UDAG note between City and FWAI shall secure repayment of the UDAG Funds, to the extent such funds are not forgiven, and performance by FWAI of all obiigations under• this Agreeinent during the term of the Loan. The Developer Deed of Trust shall secure both repayment of the UDAG Funds and performance by Developer of its obligations under this Developer Loan Agreement. 5.3.9 At City's sole discretion, default under this Agreement may be considered a defauit of the Developer Loan. 5.3.10 Failure by FWAI to comply with this Section 5.3 will be an event of default under this Agreement and the Loan Documents. 5.3.11 As a condition precedent to receipt of any Funds, FWAI must execute this Agreement and any other documents required by City; must cause the Developer to execute the Developer Loan Documents; and Inust collaterally assign the Developer Loan Documents to City to coliateralize the City's loan. 5.3.12 FWAI shall require Developer to agree that except for permanent loan conversion with Developer's permanent lendet�, 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 federal guidelines, which approval shall not be unreasonably withheid, conditioned or delayed. Such approval will be based on the City's review of the then-curt�ent fnancial information, underwriting and subsidy layering requirements, and may require renegotiation of the Loan te�ms. Renegotiation of the Loan term may include modification of the maturity date (if permitted by any senior lender), payment amount adjustment, or any other modiiication necessary to comply with federal regulations. A refinance of the Senior Loan or any subsequent refinance shall not automatically cause repayment of the Loan. Notwithstanding the foregoing, refinancing by Developer of the Senior� Indebtedness will not requit•e prior written approval of the City of Fort Worth so long as such refinancing would not increase the principal amount of the Seniot• Indebtedness beyond the original principal amount 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, inciuding subordination agreements, approval of which shall not be unreasonabiy withheld or delayed, and nothing herein shall limit City's t•ights to modify the Loan as allowed herein. UDAG Loan Agreement Page 10 Fort Worth Affordability, Inc. 5.4. Draws on Loan Funds. Funds will be disbuised to FWAI to be paid to Developer within ten (10) days of the City's approval of FWAI's Reimbursement Requests, inclliding submission of Complete Documentation to City in compliance with Section 5.4.1 (each a"Reimbursement Request"). The Funds wiil be disbursed in accordance with Exhibit "C" — Reimbursement Schedule. FWAI must provide complete documentation to support the reimbursetnent request; however, it is understood that portions of FWAI's Complete Documentation may come fi•om Developer. It is expressly agreed by the Parties that any Funds not reimbursed to FWAI shall remain with City. 5.4.1. Complete Documentation. FWAI shall provide City with Complete Docuinentation with each Reimbursement Request, which shall consist of the following, along with any other necessary information requested by City under section 5.4.7: 5.4.1.1 Exhibit "E" — Invoice Forms. This form shall contain the amount reguested for reimbursement in the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). This form must be signed by an authorized signatory of FWAI. By signing the invoice, FWAI is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Contract, and the data contained in the report is true and correct. 5.4.1.2 Attachment II — Expenditure Worksheet. This form shall itemize each expense requested for reimbursement by FWAL In order for this report to be complete the following must be submitted: 5.4.1.2.1 Invoices for each expense with an explanation as to how the expense pertains to the pT�oject, if necessary; and 5.4.1.2.2 Proof that each expense was paid by Developer based on wot•k completed and costs actually incurred, a which proof can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 5.4.2 Deadline for Submittin� Reimbursement Requests. FWAI shall submit ali Reimbuisement Requests along with Documentation to City within 60 calendar days fi�om each of the deadlines Exhibit "C" — Reimbursement Schedule. 5.4.3 No Obli�ation to Make Pavment After Deadlines. Complete as shown in CITY SHALL HAVE NO OBLIGATION TO MAI�E PAYMENT ON ANY UDAG Loan Agreement Page I 1 Fort Worth Affordability, Inc. REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHiN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — REIMBURSEMENT SCHEDULE. In addition, FWAI's failure to timely submit Reimbursement Requests and Complete Docuinentation along with any t•equired repot•ts shall be an event of default. 5.4.4 No Obligation to Malce Payment After 30 days of Completion Deadline. CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30 CALENDAR DAYS OF THE COMPLETION DEADLINE. 5.4.5 Withholdin� Pavment. CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST THAT DOES NOT INCLUDE THE REQUIRED 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 deterinination. 5.4.6. Proiect Completion Report. FWAI will submit a Project Completion Report in substantially the same form as that set forth in the attached Exhibit "F" — Project Completion Report made a part of this Agreement for ail purposes. 5.4.7. Supportin� Documentation. FWAI will also supply the City with any supporting documentation reasonably requested by City to verify the information set forth in the documentation subinitted pursuant to Sections 5.4.1, including, but not limited to, (i) final lien waivers signed by the Project's general contractor or subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass" inspections for such worlc; and (iii) documentation to show compliance with BDE or DBE bidding process for such work, if applicable, 5.4.8. Withholdin� of Funds. IF THE REQUIRED REPORTS AND APPROPRIATE SUPPORTING DOCUMENTATION ARE NOT RECEIVED WITHIN THE TERM OF THIS AGREEM�NT OR AS REQUIRED BY THIS AGREEMENT, CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT OF ANY REIMBURSEMENT REQUEST. Failure to submit required reports shall be an event of default. 5.5. Identifv Proiect Expenses Paid with Funds. UDAG Loan Agreement Page 12 Fort Worth Affordability, Inc. FWAI will keep or cause to be kept accounts and records in such a manner that City may readily identify and account for Project expenses reimbursed with Funds. These records shall be made avaiiable to City for audit purposes and shail be retained as required hereunder. 5.6. Acicnowled�ement of City Payment of Funds. Within 60 calendar days of the Completion Date, an officer of FWAI shall execute an acknowledgement that City has paid all Funds due under• this Agreement, or shali deliver a document executed by an of�cer of FWAI identifying all or any portion of the Funds that City has not paid to FWAI. Once City has met all of its obligations for payment of the Funds, an officer of FWAI shall execute an acicnowledgment of same. 6. PROJECT. 6.1. Completion of Project. 6.1.1. Improvements. The Project must be completed by the Completion Deadline. Construction of the Project must pass all applicable City-required inspections during the construction period, and receive a final "pass inspection" report from the City by the Completion Deadline. 6.2 Employment Requirements. FWAI must require Developer or its Management Company to make reasonable efforts to employ at the facility on the Property a lninimum of 2 FTE employees who reside in the Central City by the end of the Loan term. In order to demonstrate compliance with the requirements of this Section, FWAI shall provide the City with an annual employment report that sets forth information as to the number of FTE empioyees employed by the Developer or its Management Company during the 12 months covered by such report. The report shall be in the form attached as Exhibit "G" — Annual Evaluation Report, made a part of this Agreement for all purposes. This annual report must be received by City on or before the 15th day of the month following the end of the 12 months covered by the report. In the event that the 15��' day of the month in which such a report is due fails on a weekend or a City holiday, the report shall be due the next business day. At the City's request, FWAI shall provide any additional documents or records reasonably necessary for the City to verify the employment requirements for the Project. FWAI must maintain copies of all such documentation for 5 years following expiration of this Agreeinent. This Section 6.2 shall survive expiration or earlier termination of this Agreement. 6.3 Subcontractin� with Small and Minoritv Firms, Women Business Enterprises Commitment. UDAG Loan Agreement Page 13 Fort Woi�th Affordability, Inc. FWAI acicnowledges and agrees that for contracts �50,000.00 or larger it will abide by City's policy to invoive cel•ti�ed Business Ec�uity Fi�ms and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of othei• services required for the completion of the Project, as stated herein. For this Contract, Developer must malce good faith efforts to work with the City of Fort Worth's Diveisity and Inclusion Department to ensure that Business Equity Firms certi�ed with the City are engaged to the extent possible for any covered conti•acts proclu•ed after the effective date of this Contract. It is national policy to award a fair share of contracts to disadvantaged business enteipr•ises ("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. 6.4. Issuance of Final "Pass Inspection" Report of Completion Date of Project. Within 60 calendar days of the issuance of a"pass inspection" report by the City, and following receipt by the City of the final construction spending repoi-t for the Project, and assessment by the City of the information contained therein, if the City is able to verify that Developer expended at least $19,300,000.00 of total construction costs on the Pr•oject, it shall certify that the Completion Date has been fulfilled (the "Completion Date"). 6.5. Inspections. At any time during normal office houts throughout the term of this Agreement, and following reasonable notice to FWAI, FWAI shall require that Developer provide City access to the Pt•operty and any impt•ovements thereon, including the Project, in order for City to inspect the Project to ensure compliance with the terms and conditions o� this Agreement. FWAI shall cooperate fully with City during any such inspection andlor evaluation. Notwithstanding the foregoing, FWAI shali have the right to require that any City representative be escor�ted by security personnel while on the Property. 6.6. Approval bv Citv Not Release of Responsibilitv. Approval by the City of any plans and specifications relating to the Pt•oject shall not constitute or be deemed (i) to be a release of the responsibility or liability of FWAI, Developer, or any contractoi•s, their respective officers, agents, elnployees and subcontractors, for the accuracy or the competency of the plans and specifications, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other documents; or (ii) an assulnption of any responsibility or liability by City for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and speci�cations or other documents by FWAI, Developer, or any contractois, and their respective UDAG Loan Agreement Page 14 Fort Woi�th Affordability, Inc. officers, agents, employees and subcontractors. 6.7. Other Laws. The failure to list any federal, staie or City ordinance, law or regulation that is applicable to FWAI or the Project does not excuse or relieve FWAI from the requirements or responsibilities in regard to following the law, nor fi�om the consequences or penalties for FWAI's failure to follow the law, if applicable. 7. AUTHORITY TO EXECUTE AGIZEEMENT. FWAI represents that it possesses the legal authority, pursuant to any proper, appropriate and ofiicial motion, resolution or action passed or taken, to enter into this Agreement and to perform the responsibilities herein required. 8. AUDITS BY CITY. City reserves the right to perform an audit of FWAI's Project operations and finances at any time during the term of this Agreement and for 5 yeais thereafter, if City determines that such audit is necessary for City's compliance with the CDBG Regulations, UDAG Regulations, or other City policies, and FWAI shall allow access to all pertinent materiais as described herein. If such audit t•eveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to FWAI of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold fut�ther funding under this and/or other contract(s) with FWAI. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT FWAI OR DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED THE FUNDS OR SPENT FUNDS ON ANY INELIGIBLE ACTIVITIES, FWAI AGREES TO REIMBURSE CITY WITHIN 30 DAYS' OF CITY'S NOTICE IN THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 9. DEFAULT AND TERMINATION. 9.1. Failure to Complete the Project If the project is not complete by the Completion Deadline, City will have the right to terminate this Agreemeni immediately upon provision of wriiten notice to FWAI. In this event, FWAI shail fot•feit all rights to the Loan and shali be required to repay any UDAG Funds within 30 days of the notice that were already paid to FWAI. 9.2. In General. Unless specifically provided otherwise in this Agreement, FWAI shail be in default hereunder if FWAI breaches any term or condition of this Agreement or any term or condition of any agreement it has for the use of the UDAG Funds. In the event that UDAG Loan Agreement Page 15 Fort Woi�th Affordability, Inc. such a breach remains uncured after 45 calendar days following written notice by City (or such other notice period as may be specified herein) or, if FWAI has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 45 calendar days to cut�e, and such breach remains uncured for such pet•iod as may be determined by both Parties mutually and in good faith, City shall have the right to terminate this Agreement immediately upon provision of written notice to FWAI. In this event, FWAI shall forfeit all i•ights to the Funds and shall be required to repay any UDAG Funds within 30 days of the notice that were already paid to FWAI. The City shall accept cure by the limited partner or the special liinited partner of Developer on the same terms as FWAI on behaif of FWAI. 9.3. No Funds Disbursed while in Breach. FWAI understands and agrees that no Funds will be disbuised by the City at any time that FWAI is in default under this Agreement or any agreement it has for the use of the UDAG Funds, even if FWAI has additional time to cure or is attempting to cure such default. 9.4. By FWAI for Convenience. FWAI may terminate this Agreement for any reason by providing at least 30 calendar days' written notice to the City. 9.5. Dissolution of FWAI. In the event FWAI is dissolved or ceases to exist, this Agreement shall immediately terminate effective as of the date of FWAI's dissolution or cessation of existence. 10. REPAYMENT OF FUNDS. In the event that this Agreement is terminated for any reason puisuant to Section 9 above, FWAI must repay any Funds received hereunder within 30 days of the effective date of termination. If FWAI fails to repay any such Funds, the City shall have the right to exercise all legal remedies available to it under this Agreement. 11. ASSIGNMENT AND RIGHT TO INSPECT. 11.1 This Agreement shail inure to the benefit of and is binding on the Parties and their respective legal representatives, successors and assigns, including Developer. FWAI shail not assign all or any part of its rights, privileges, or duties under this Agreement without City's prior written consent; provided however, FWAI may assign its rights hereunder to any Affiliate who assumes in writing all of FWAI's obligations hereunder but only after delivering at least 30 days written notice of such assignment to City. Any such assignment will not reiease FWAI from its obligations undet• this Agreement. Any attempted assignment of this Agreement to other than an Affiliate without City's wt•itten consent shall be void, and shall constitute a breach of this UDAG Loan Agreement Page 16 Fort Worth Affordability, Inc. Agree�nent. The City further consents to assignment of the federal obligations, City obligations, and all other legal or grant requirements contained or i•eferenced in this Agreement from 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 ail federal obligations, City obligations, and all other legal or grant requirements contained herein to the extent Developer does not comply or otherwise satisfy the obligation. City must approve the form and substance of the assignment to Developer from FWAI. Notwithstanding anything to the contrary contained herein, the City approves the assumption of the Developer Loan by FWHS, ot� its designated affiliate, in the event the right of first refusal is exercised by FWHS, or its designated af�liate, in accordance with the Developer's Partnership Agreement. 1L2 FWAI acicnowiedges and agrees 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 UDAG funds, and this right shall further require City's approval of both the form and substance of the contracts and other documents, (ii) Developer and its general contractor and subcontractors, inciuding 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 opet•ation of the project, and (iv) Developer and any third party contracts to be paid with UDAG Funds, prior to any charges being incurred. 12. INDEMNIFICATION AND RELEASE. FWAI, TO THE EXTENT PERMITTED BY APPLICABLE LAW, COV�NANTS 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 D�SCRIBED 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 HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERF'ORMANC� OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT UDAG Loan Agreement Page 17 Fort Worth Affordability, Inc. CAUS�D 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 THE INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES INDEMNITY BY FWAI TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH, 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 CONCURRENT 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. 13. INSURANCE AND BONDING. FWAI will maintain coverage in the fot•m of insurance or bond in the amount of $360,000.00 to insure against loss from the fraud, theft or dishonesty of any of FWAI's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse City for any and all loss of Funds occasioned by such misconduct. To effectuate such UDAG Loan Agreement Page 18 Fort Worth Affordability, Inc. reimbursement, such fidelity coverage shall include a rider stating that reimbulsement for any loss or losses shall name the City as a Loss Payee. FWAI shall furnish to City, in a tiinely manner, and prior to the start of construction, certificates of insurance as proof that it or Developer has secured and paid for policies of commercial insui�ance as specified herein. If City has not t•eceived such certi�cates as set forth herein, FWAI shall be in default of the Agreement and the Loan and City may at its option, teiminate the Agreement. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Agreelnent. FWAI shall require that Developer lnaintain, or require its general contractor to maintain, the following coverages and limits thereof set forth in Exhibit "I" — Insurance Requirements at the limits specified therein. FWAI shail maintain its insurance and require that Developer or its general contract maintain their insurance with underwritels authorized to do business in the State of Texas and which are satisfactory to the City. 14. LITIGATION AND CLAIMS. FWAI shall give the City immediate notice in writing of any action, including any proceeding before an administrative body, filed against FWAI in conjunction with this Agreement or the Project. FWAI shall furnish immediately to City copies of all pertinent papeis received by FWAI with respect to such action or claim. FWAI shall provide a notice to City within 10 days upon �ling under any banla•uptcy or financial insolvency provision of law. 15. NOTICE. All notices required or permitted by this Agreement must be in writing and are deemed delivered on the earlier date of the date actualiy received or the third day following deposit in a United States Postal Service post office or receptacle; with propet• postage, certified mail return receipt requested; 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 Pat�ty. Citv: , City of Fort Worth Attention: Dit�ector• Neighborhood Services Department 200 Texas St. Fort Worth, TX 76102 Telephone: 817-3 92-7540 With a copy to: City of Fort Worth Attention: Jo Ann Pate City Attorney's Office 200 Texas St. UDAG Loan Agreement Page 19 Fort Worth Affordability, Inc. Fort Worth, TX 76102 Telephone: 817-392-7600 City of Fort Worth Attention: Project Coordinator Neighborhood Services Department 200 Texas St. Fort Worth, TX 76102 Telephone: 817-392-7540 FWAI: Fort Worth Affordability, Inc. Attention: Mary-Margaret Lemons, Secretary and Treasurer 1201 East 13��' Street Fort Worth, TX 76102 Telephone: 817- 333-3401 With a copy to: Coats Rose, P.C. 9 Greenway Plaza, Suite 1000 Houston, TX 77046 Attention: Bariy J. Palmer Telephone: (713) 653-7395 Wincopin Circle LLLP c/o Enterprise Community Asset Management, Inc. 11000 Broken Land Parkway, Suite 700 Columbia, MD 21044 Attention: General Counsel Special Limited Partner: FW Rosedale MBS SLP, Inc., Attention: Hillary Zimmerman 720 Oliver Street, Ste 2500. St. Louis, MO 63101 16. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or iminunities. UDAG Loan Agreement Page 20 Foi�t Worth Affordability, Inc. 17. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or uneilforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. NO WAIVER. The failure of either Party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 19. VENUE AND JURISDICTION. Venue for any action, whether i�eal or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Agreement shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 20. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of City and FWAI, and any lawful assign or successor of FWAI, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 21. FORC� MAJEURE. Subject to any CDBG Regulations, UDAG Regulations, and any other applicable rules and regulations of HUD, it is expressly undeistood and agreed by the Parties that if the performance of any obligation hereunder is delayed on account of an event of Force Majeure, the Party so obligated wiil be excused fi�om doing the same for an amount of time equal to the duration of the event of Force Majeure. 22. INTERPRETATION. The Parties acknowledge that each Party and its counsel have reviewed and revised this Contract and that the nor•mal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any of the exhibits attached hereto. 23. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. UDAG Loan Agreement Page 21 Fo��t Worth Affordability, Inc. 24. ENTIRETY OF AGREEMENT. This Agreement, including the Exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreeinent between the City and FWAI as to the matters contained herein. Any prior or contempor•aneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both. 25. COUNTERPARTS. This Agreement may be executed in multiple counterpal-ts, each of which shall be considered an original, but all of which shall constitute one instrument which may be sufficiently evidenced by one counterpart. 26. IMMIGRATION NATIONALITY ACT. FWAI shall verify the identity and employment eligibility of its employees who perform worlc under this Contract, including completing the Employment Eligibility Verification Form (I- 9). Upon request by City, FWAI shall provide City with copies of all I-9 forms and suppot�ting eligibility documentation for each employee who performs worlc under this Contract. FWAI shall 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. TO THE EXT�NT PERMITTED BY APPLICABLE LAW, FWAI SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY FWAI, FWAI'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to FWAI, shall have the right to immediately terminate this Contract foi- violations of this pt•ovision by FWAI. 27. Boycottin� Israel Prohibited. FWAI acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited fi•om enter•ing into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; 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 FWAPs signature provides written verification to City that FWAI: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Contract. 28. FWAI and Developer an Independent Contractor. FWAI and Developer shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. FWAI and/or Developer shali have exclusive control UDAG Loan Agreement Page 22 Fort Worth Affordability, Inc. of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, contractors, subcontractors, vendois, tenants, licensees or invitees. 29. Doctrine of Respondeat Superior. FWAI agrees that: the doctrine of respondeat superior shall not apply as between City, FWAI, and Developer, any offcers, members, agents, set•vants, employees, contractors, subcontractors, vendol•s, tenants, licensees or• invitees. FWAI agrees that nothing herein shall be construed as the creation of a partneiship or joint enterprise between City, FWAI and Developer. It is fut-ther understood that City shall in no way be consider•ed a Co-employer ot• a Joint employer of FWAI or Developer or any officers, agents, servants, employees or subcontractor of FWAI or Developer. Neither FWAI nor Developer, nor any officers, agents, sei•vants, employees or subcontractor 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 of�cers, agents, servants, employees or subcontractor. City does not have the legal right to controi the detaiis of the tasks pet•formed hereunder by FWAI or Developer, its officers, members, agents, employees, contractois, subcontractors, vendors, licensees or invitees. 30. FWAI and Developer Property. FWAI agrees that City shall under no circumstances be responsible for any property belonging to FWAI or Developer, any offcei•s, members, agents, employees, contractot•s, subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destt•oyed 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. 31. Survival. Any provision of this Contract that pet•tains to Performance Requirements, indemnity obligations, reporting requirements, auditing, monitoring, tenant income eligibility, record keeping and i•eports, City ordinances, compliance with any federal obligations, and any default and enforcement provisions necessaiy 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 yeai•s after the termination of the Performance Period uniess a different survival period is specifically set forth herein, and shall be enforceable by City against FWAI. UDAG Loan Agreement Page 23 Fort Worth Affordability, Inc. 32. Prohibition on Boycottin� Ener�y Companies. FWAI acicnowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., RS., S.B. 13, § 2, the City is prohibited fi�om entering into a contl�act for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or moi•e full-time employees unless the contract contains a written verification fi�om the company that ii: (1) does not boycott eneigy 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 Agreement, FWAI certifies that FWAI's signature provides written verification to the City that FWAL• (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Contract. 33. Prohibition on Disct�imination Against Firearm and Ammunition Industries. FWAI acknowledges 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 services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written vet•ifcation from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "�rearm 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 FWAPs 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 or iirearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Contract. 34. Waiver of Immunitv bv FWAI. If FWAI or Developer is a charitable or nonprofit organization and has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, FWAI 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. [SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO PAGES] UDAG Loan Agreement Page 24 Fort Worth Affordability, Inc. IN WITNESS WHEFt�OF, the Parties have executed 3 duplicate originals of this Contract to be effective as of the Effective Date. ST: l �—f"Y),�:�fil CITY OF FORT WORTH By: i�ity Secretaiy M&C Dated 2021 — �t,i ;,2 �� Date: �i I��', �{�% �� Foi�m 1295 : 2021-798916 Fernando Costa Assistant City Manager Date: 9�13 2021 TO FORM AND LEGALITY: te, City Attorney ��� �.���.��� , .��.�.' , d � :� �� • * "'��� �>CP�� FORT WORTH AFFORDABILITY, INC. a Texas nonprofit corpor�ation, By: Mary-Margaret Lemons, Secretary/Treasurer Date: ;.. City of Foi�t Woi•th Contract Compliance Manager: By signing I acknowledge that I am the peison responsible Foi• the monitoring and administration of this contract, including Ensuring all perfor•mance and reporting requirements. Chad LaRoque, Housing Development and Grants Manager UDAG Loan Agreement Fort Wo��th Affordability, Inc. R ,�f��8�8A�, ��6�E�� `; Ct;B�P ��� ��� �' �� tlo MNI�� 8 IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this Contract to be effective as of the Effective Date. ATTEST: City Secretary M&C Dated 2021 Date: Form 1295:2021-798916 CITY OF FORT WORTH By: Fernando Costa, Assistant City Manager 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 perfortnance and reporting requirements. Chad LaRoque, Housing Development and Grants Manager � UDAG Loan Agreement Page 25 Fort Worth Affordability, Inc. EXHIBITS Exhibit "A" — Map and Property Location Exhibit "B" — Project Summary Exhibit "C" — Reimbursement Schedule Exhibit "D" — Loan Documents Exhibit "E" — Invoice Forms Exhibit "F" — Project Completion Report Exhibit "G" — Annual Evaluation Report Exhibit "H" — Audit Requirements- Not Applicable Exhibit "I" — Insurance Requirements Exhibit "L" — Map of Central City UDAG Loan Agreement Page 26 Fort Worth Affordability, Inc. EXHIBIT "B" FORT WORTH AFFORDABILITY, INC. PROJECT SUMMARY Capitalized terms not defined herein shall have meanings assigned to them in the Agl�eement. DESCRIPTION: FWAI and Developer proposes to develop the 5400 block of East Rosedale Street lcnown as the Cavile Place Apartments ("Project"). Developer will construct, develop, own, and operate a new 174-unit affordable housing development for seniois age 55 years and older, FWAI is acting as an intermediaiy lender to ensure that the Project realizes the most beneficial tax and equity treatment possible. A total of 174-units will be set aside for households earning 60 percent or less of Area Median Income ("AMI"). At least five percent of the total units will be Pel-manent Supportive Housing ("PSH") units. The four-story residential building will consist of one- and two- bedroom units with community and activity space including a movie room, biliiards table, health suite, beauty salon and fitness center. Project is located within close proxilnity to public transportation and nearby amenities including Rosedale Plaza Parlc. I��1.� �C�7.7► I_�►[�1�.7 �[�lll l.� �1► I�1►Y K`A • Invest a minimum of at least $19,300,000.00 in the project, and a�nal "pass inspection" issued by August 31, 2023. • FWAI shall require Developer or its Management Company to use its best efforts to employ at least 2 FTE that will be pz•ovided and filled on the Property (the "Overall Employment Goal"), as follows: � Within the fiist 12-month period after the Completion Date, FWAI shall require that Developer oi• its Management Company shall malce reasonable efforts to ensure that Developer or its Management Company employs 1 FTE for Central City Resident for a total of at least 1 FTE by the end of the second fitst 12-month period. • Within the second 12-month period after the Completion Date, FWAI shall require that Developer or its Management Company shall malce reasonable efforts to ensur•e that Developer or its Management Company employ an additional 1 FTE for Central City Resident for a total of 2 FTE during the second 12-month period. • During the third, fourth, and fifth 12 months periods after the Completion Date, FWAI shall require that Developer or its Managelnent Company shall make t•easonable efforts to maintains at least 2 FTE through the end of the Performance Period. SPECIFIC PURPOS�: The speci�c purpose of the Project is to assist with the housing goals of the Transformation Plan to revitalize and increase quality affordable housing opportunities in the Cavile Place/ Historic Stop Six Neighborhood. UDAG Loan Agreement Page 28 Fort Worth Affordability, Inc. PROJECT OBJECTIVES: The Project will benefit low-and-moderate income pelsons and accomplish the public puipose of furthering the United States Department of Housing and Urban Development's national objective of promoting activities that benefit low and moderate-income persons in Southeast Fort Worth. UDAG Loan Agreement Page 29 Foi-t Worth Affordability, Inc. EXHIBIT "C" FORT WORTH AFFORDABILITY, INC. I t»11► I:�II:i.`1 Dl► 1�1►Y I6Y�1: iD11i111 D1 Milestone Payment Amount At 25% Completion $100,000.00 At 50% Coinpietion $100,000.00 At 75% Completion $100,000.00 Within 60 days of City's issuance of a�nal "pass inspection" $60,000.00 and acceptance of Exhibit "F" — Project Compietion Report. TOTAL LOAN AMOUNT X$360,000.00 *FWAI acicnowledges and agrees that FWAI will only be reilnbursed for eligible expenses and based on work completed and costs actually incurt•ed. The amounts are estimates and are subject to change. UDAG Loan Agreement Page 30 Fort Worth Affordability, Inc. EXHIBIT "D" FORT WORTH AFFORDABILITY, INC. L_�-:-► 1� ►L__►-- UDAG Loan Agreement Page 31 Fort Worth Affordability, Inc. PROMISSORY NOTE Date: Borrower: September , 2021 Fol•t Worth Affordability, Inc., a Texas non-profit corporation Borrower's Mailing Address: Attention: Maiy-Margaret Lemons, Secretaiy/Treasurer 1201 E. 13th Street Fort Worth, TX 76102 Lender: City of Fort Worth, Texas, a Texas municipality Place for Payment: c/o Director, Neighborhood Services Department 200 Texas Street Fort Worth, Tarrant County, TX 76102 or at any other place that Lender n�ay designate in writing Principal Amount: $360,000.00 Loan Authority: The loan evidenced by this Note (the "Loan") is being made pursuant to grant proceeds connected to that certain Urban Development Action Grant ("UDAG") Agreement between the City of Fort Worth and the United States Department of Housing and Urban Development ("HUD"), UDAG Grant No. B-79-AA-48-0013, for authorized community or economic development activities eligible for assistance under Title I of the Housing and Community Development Act of 1974, 42 USC 5301 et seq., as amended (the "UDAG Program"). Annual Interest Rate: Zero Percent (0%) Maturity Date: As described in that cei�tain UDAG Loan Agreement between Borrower and Lender, as City Sect•etary Contract No. 56160, a public document on fle in the Office of the City Secretary, City of Fort Worth, 200 Texas Street, Fort Worth, TX 76102 (the "Loan AgreemenY') Annual Interest Rate on Matured, Unpaid Amounts: 12% Terms of Payment (principal and interest): The Principal Amount is a deferred forgivable loan. Payment of the Principal Amount will only be required if any of the following conditions occur: (i) Borrower does not comply with the terms of this Note ot• the Loan Agreement, or (ii) absent a default under (i), only to the extent payment is received by Borrower from FW Cowan Place, LP ("Developer") on that certain Promissory Note dated September 1, 2021, in the originai principal amount of $360,000.00, which note is collaterally assigned to Lendet• as more particularly described in the Loan Agt•eement. UDAG Loan Agreement Page 32 Fort Worth Affordability, Inc. To the extent that Borrower does not receive payment froin Developer on the Developer Loan, as defined in the Loan Agreement, and on pet•formance of the obligations described in the Loan Agreement, this 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. Borrower shall pay 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 paynlents received by Borrower under the Developer Loan have been timely paid to City, and all obligations described in the Loan Agreement have been fulfilled, the remaining balance of this Loan will be forgiven at maturity. Security for Payment: Assignment by Borrower to Lender of the Developer Loan Documents, as defined in the Loan Agreement, including a Developer Promissoiy Note dated September 1, 2021 in the original principal amount of $360,000.00 payable to Borrower by Developer and Leasehold Deed of Trust Security Agreement — Financing Statement of even date from Developer to Borrower as Lender. Pt•operty to be secured by Developer Loan Documents: Real property in the City of Fort Worth, County of Tarrant, State of Texas, described as follows: All of Block 1R, ROSEDALE PLAZA ADDITION, an addition in the City of Fort Worth, Tarrant County, Texas, according to Plat thereof t•ecorded in Volume 388-44, Page 48, Plat Records, Tarrant County, Texas Other Security for Payment: As set forth in the Loan Agreement. If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender the Principal Amount plus intet•est on the Maturity Date. This Note is payable at 200 Texas Stt•eet, Fort Worth, Texas 76102. All unpaid amounts are due by the Maturity Date unless forgiven by Lender. After the Maturity Date, Borrower proinises to pay any unpaid principal balance pius interest at the Annual Interest Rate on Matured, Unpaid Amounts, unless the amounts are forgiven by Lender in accordance with this Note and the Loan Agreement. If Borrower defaults in the payment of this Note or in the performance of its obligations under the Loan Agreement, or in the performance of any obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid Principal Amount, any earned interest, and any other amounts owed on this Note immediately due and payable. Borrower and each surety, endorset•, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notiee of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the UDAG Loan documents, prior to exercising any remedies Lender shall give Boi•rower written notice of such default. Borrower shall have a period of 15 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the UDAG UDAG Loan Agreement Page 33 Fort Worth Affordability, Inc. Loan documents. Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms of any of the UDAG Loan docu�nents, 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, Borrower shall have such period to effect a cure prior to exercise of i•emedies by Lender under the UDAG 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) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessaiy to cL�re the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded fi�om exercising remedies if its security becomes or is about to become materialiy jeopardized by any failure to cure a defaiilt or the default is not cured within 180 days after the fiist notice of default is given. If the default is not cured after notice within the time periods stated above, Borrower and each surety, endoiser, 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 attoi•ney's fees and court and other costs if this Note or Developer Note is placed in the hands of an attorney to collect or enforce this Note or the federal regulations by City. These expenses will bear interest from the date of default at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at 200 Texas Street, Fort Worth Texas, 76102. These expenses and interest will become pai�t of the debt evidenced by this Note and will be secured by any secut•ity for payment. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximuin amount will be ct•edited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automaticaily 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 Note and all other instruments concerning the debt. Borrower may prepay this Note in any amount at any time before the Maturity Date without penalty or premium; provided however, early payment will not t•elieve Borrower of its obligations under the Loan Agreement or the federal regulations. When the context requires, singular nouns and pronouns include the plural. Prior Lien: The indebtedness evidenced by this 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 Bot•rower and the Fort Worth Housing Finance Corporation to be hereafter evidenced by a Promissory Note of even date made by Bort�ower and payable to the Fort Worth Housing Finance Corporation ("FWHFC") in the original principal amount of $1,250,000.00 UDAG Loan Agreement Page 34 Fort Worth Affordability, Inc. (the "FWHFC Construction Loan"); the indebtedness inore pal�ticularly described in that one certain Loan Agreement of even date between Borrower and the FWHFC 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"); and the indebtedness more particularly described in that certain HOME Contract of even date between Borrower and the City of Fort Worth to be hereafter evidenced by a Promissory Note of even date made by Borrower and payable to the City of Fort Worth in the originai principal amount of $500,000.00 ("HOME Loan"). Subject to any cure periods pt•ovided in the FWHFC Loan documents and the HOME Loan documents, if there is a default in payment of any pat•t of principal or interest of the FWHFC Loans or the HOME Loan, or a breach of any covenants contained in the FWHFC Loan documents or HOME Loan documents, the debt evidenced by this Note will immediately become payable at the option of Lender. A default exists under this Note if (1) (a) Borrower or (b) any other person liable on any part of this Note (an "Other Obligated Party") fails to timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower or such Other Obligated Pai�ty; (2) any warranty, covenant, or representation in this Note or in any other written agreement between Lender and Borrower or any Other Obligated Party is materially false when made; (3) a receiver is appointed for Borrower, any Other Obligated Party, or any property on which a lien or security intet•est is created as security (the "Collateral Security") for any part of this Note; (4) any Collaterai Security is assigned for the benefit of creditors; (5) a bankruptcy or insolvency proceeding is commenced by Borrower or an Other Obligated Pat�ty; (6) (a) a banlcruptcy or insolvency proceeding is commenced against Borrower or an Other Obligated Party and (b) the proceeding continues without dismissal for 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 following parties is dissolved, begins to wind up its affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or any event occurs or condition exists that permits the dissolution or winding up of the affairs of any of the following parties: (i) Borrower, or (ii) an Other Obligated Party; and (8) any Collateral Security is materially impaired by loss, theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction, unless it is promptly replaced with insurance proceeds, collaterai security of like kind and quality or restored to its former condition. The execution and delivery of this Note are t•equired under the Agreement. If any provision of this Note conflicts with any provision of the Loan Agreement, the provisions of the Agreement will govern to the extent of the conflict. This Note will be construed under the laws of the state of Texas without regard to choice-of-law rules of any jurisdiction. This Note is a nom•ecourse obligation of Borrower. Neither Borrower nor any other party shall have any personal liability for repayment of the Loan described in Agreement. The sole recourse of Lender under the Loan Documents for repayment of the Loan shall be the exercise of its t•ights against the Security for Payment. UDAG Loan Agreement Page 35 Fort Worth Affordability, Inc. FORT WORTH AFFORDABILITY, INC., A Texas non-profit corporation By: Mary-Margaret Lemons, Secretaiy/Treasurer UDAG Loan Agreement Page 36 Foi�t Worth Affordability, Inc. EXHIBIT "E" FORT WORTH AFFORDABILITY, INC. INVOICE FORMS INVOICE Agency: Fort Worth Affordability, Inc. Address: 1201 East 13th Street City, State, Zip: Fort Worth, TX 76102 Program: Cowan Place Apartments Project Period of Service: FEIN # Agency's Certification: By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious or fraudulent information, or the omission of any material fact, may subject me to criminal, civil, or administrative penalties for fraud, false statements, false claims, or otherwise. U.S. Code Title 18, Sec. 1001 and Title 31, Sec. 3729-3730 and 3801-3812. Signature and Date: Name: Title: Mary-Margaret Lemons Secretary, Treasurer Attachment II UDAG Loan Agreement Page 37 Fort Worth Affordability, Inc. City of Fort Worth Neighborhood Services Department Expenditure Woi•Icsheet Agency: Fort Worth Affordability, Inc. P►•ogram: Cowan Place Apartments Project ; Check Line No. No. '' Date Pa ee' Descri tion Account Code Amount 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 TOTAL UDAG Loan Agreement Page 38 Fort Worth Affordabi(ity, Inc. EXHIBIT "F" FORT WORTH AFFORDABILITY, INC. ( �' �' Property Owner: Company(Project Name: Project Contact: Telephone: Propertyr Owner Address pf Different}; Address of Property Subjed to Agreement: Fax: Title: E-Mail: Conslruction Start Date: � � Construction Compietion Date: � —� Date of i�suance of the Certificate c,f �ccupancy or final City "pa,� ins�edion" report: s 1 'Ple�se attach a copy of Certificate of Occupancy or City °pass inspection" reportx Company names, addresses, and the amounts paid during the consWction period should be attached to this report Use of the Excel spreadsheet provided to you by the City of Fort Worth is recommended. eaNSTRucrioN Total Construdion Dollars Spent this Reporting Period (Aj: $ FORT WORTH COMPANIES Uniess specified otherwise in your agreement, a Fort Worth Company is defined as a business that has a Principal Office located within the corporate limits of the Citythat provides the product or service for which credit is svught for purposes of a specific commitment set forth in a given agreement. Totai Construction Dollars Spent wiCh fort Worth Companies (8): 5 Percentage ofTotal Construction Dollars Spent with Fort Worth Companies (B/Aj: t .a,e_ 40 A Fort Worth Certified M/WBE Company is defined as a minority ar woman-owned 6usiness ihat (i) has received certification as either a minority 6usiness enterprise (MBE), a woman business enterprise (WBE), or a disadvantaged business enterprise (DBE) by the North Central Texas Regional Certification Agency (NC1RU), and (ii) has a Principal Office located within the corporate limits of the City of Fort Worth that provides the product or service for which credit is sought for purposes of a specific commitment set forth in a given agreement Please verify that M1WeE vendars are located in Fart Worth by contacting the MJVJBE office at (817)212-2674 or MWBEFrontDeskcafortworthtexas.c�ov. Total Construction Dollars Spent with Fart Worth Certified M/WBE Companies (C): $ Percentage of Tatal Construction Doil�rs Spent with Fort Worth Certified M/WBE Companies (UA): g•b Copy of Certificate of Occupancy issued by the City of Fort Worth's Pianning and Development Department or fina) City � -� "pass inspedioM report (J A Copy of Certificatian from the Narth Centr�l Texas Regional CertHication Agenry for Each M/WBE Vendor EXHIBff C: List af all Company Names, Addresses, Invoice Numbers, and Amounts Paid During Construction. Clearly note (J Fort Worth and Fort Worth M/WeE Companies. (Excel format Use of the E:ccel spreadsheet proWded 6y the City is recommended.) UDAG Loan Agreement Fort Worth Affordability, Inc. PROJECT COMPLETION REPORT City flf �ort Warth Project Campletion Report _ _ ---- UDAG /lgreemeM for utt 4'Jorth Rflordability Inc. Page 39 � � _ � � City of �ort V1/orth Project Completion Report UDAGAgreementfor �orttNorthhPfordability,lnc. V. CERTIFICATI�3N ' In connection with the review of the economic development grant agreement for the respective audit term, betareen the City of Fort �lJorth and (Company Name) we confirm, to the best of our knowledge and beiief, the followinc� representations made to the City of Fort Worth: 1.) We are responsible for the information provided in the Project Compietion Report. �.) We have made availa6le aIl information that we believe is relevant to the Projed Completion Report. 3.) We will respond fully to ail inquiries made by the City of Fort Worth during the audik process. 4.) We acknotivtedge that the City of Fort Worth is responsible for evaluating the criteria and determining that the criteri� are appropriate far meeting the terms of the agreement. Name of Certifying Officer. Titie: Sig�ature of Certifyin� dfficer. Phone: E-maii: Date: ���.-���=,,, �,�,,_,,�� ��������d�- IT-�-��-v����_ ��,_.�.�.���. ��� ��h1����� � ��� �:, �A__ , � In order to remain eligible for [he incentive, you must retum the completed report to: Hand delivery: Neighborhood Services Department Community Development Division Attn: Leticia Rodriguez 908 Monroe Street, 3�d Floor Fort Worth, TX 76102 For assistance call: (817) 392-7319 By mail: City of Fort Worth Neighborhood Services Department Attn: Leticia Rodriguez 200 Texas Street Fort Worth, TX 76102 You may also forward an electronic copy of the completed report to: Leticia.Rodriquezna fortworthtexas.qov. Please note that if you do not submit this form electronically, you must submit an original hard copy of the report a�d all attachments to the above stated physical address for proper filing and review. Abo�t ihe pwject Compl�tion tompliante Review Process Initi�Ily, the �ity af Fod Wnrth`s intemal Audit bepartment may revievr the provided list of �II Invoi[QslPay Applications for Total Co�7sttuctiorl [bsts, Eart Worth ConStruttion cost5, and Fort Worth MlWBE Cbn3ttuCtion ro3ts (if �pp�irable to yout �gre�ment). City StaFf will th0n selett a sample oF Invofce3lPay Applications to test, communicate to the Project Contacti which items have 6een selected (or tha 5ampl�, and r2quest additional dvcumentatian for ihe sele[ted sample anly. �atamples of additional d�umentation wfll include copies o( invaiee�/pay �ppletakfons, copies af can[elled thecki, and copies of the general ledger documenting ehccks posting Co the general ledger. If Staff is able td suttessfuily trace the Invaice/pay Applic�tians [o caneetl�d thetics �nd thp general 6edger, and the information an the InvaiteslPay Applitations is corred and cantains all required informatinn, Staff will uGlize the intormation from the sample to form a condus(on regarding compliance with the agrepment However, if Staff finds more th�n the mirtlmum allow�ble deviations (this number varie5 6ased upan th� �ample size), Staff vrill have tb exp�nd the s�mpl� size and review mor2 Invod[es/Pay Appiitatians. Therefor�, it i3 imperative that Staff receives tomplete and accurat2 Irtformatiat. Staff will work tlosely with the Certifyin� O#f(ter andlor the appropriate repres�niaHves oF the companies to try to re3olv� questions and differences in reportQd amdunts. Statf vrili atso keep the [ontact persons apprised oF any issues andior norncompliant categories as they are determined. UDAG Loan Agreement Page 40 Fort Worth Affordability, Inc. EXHIBIT "G" FORT WORTH AFFORDABILITY, INC. ANNUAL EVALUATION REPORT i' #' �ity of Fort Worth Annual Evaluation Report Reporting Period:January 1, CompanylProject Name: Property Otvner: Project Contact: Te�ephone: Fax: Property Owner Addmss (If Different}: Address of Property Subject to Agreement: [o Decem6er 3 t, E-Mail: ! i. INI/ESTMENT' VAIUA'CION h[F+L F'Rd�P�f,TY Current Year Appraised Value - Land: $ Current Year Appraised Value - Improvements: 5 Appraised value of improvements added this period: S PEFi�UPdAL Pit47P���TY (the value as re���rted ro and c��tified 6y the ianant Jeppraisal QistiictT Current Year Appraised Value-Machinery,Equipment, and Other Business Personal Property: $ New Machinery and Equipment Costs Incurred During Period: 5 � Curcent Year Appraised Value Inventory and Supplies: $ Appraised Value of Machinery, Equipment, and Other Business Personal Property added this Period: S Pcecentage of Imentory Subject to Otfier Exemptions (l.e, Freeport/ForeignTrade Zone}; .__ ..., 4.G 71I.10B CREATIdNiRETEN'fiQN i Tolal Cunent Employees at End of Rcporting Period: Tota) Current Employees thaY are Fort Worth Residents: Total Current Employees that are Central tity Residents Total Cunent Employees that Qualify as LowlModerate Income: Average Salary �uring Reporting Period: 5 Home addresses of permanent, full-time empioyees hired perthe agreement should he attached to this report. Please verify that your emp�oyees live within Fort Worth by using the interactive map tool found at htt�!lmapit.fortvrorthtexas.gov/HED Mao/. Once you arrive at the site ditk on Employment Incentives Report Aiso provide an excel document with aIl your empioyment infom�ation on a CD or U58 and submit with this rep�rt or send the document by e-mail to leahbrown�fortworthtexas.aov. IV.SUPFL`t AI�D SERVICE CONTRACfS ,1b^lARDS TO FORT WC�RTH Ct7Mi'AC11�5 � Total Suppty and Service Contract Dollars Spent this Reporting Period: 5 Tofal Suppiy and Service Contract Dollars to Fort Worth Companies: $ Percentage ofTotal Supply and Service Contrad Dollars to Fort Worth Companies: A,W�fFtR�JS TO Pr11f�lC�€2iTY/.NOh�9E�J ONINEG OUSIPJE55 Eh67Est�e-ftISES (A�t(4VE�E} Total Suppiy and Service Contract Dollars to M/1^/8E Companies :$ UDAG Loan Agreement Fort Worth Affordability, Inc. Title: % Page 41 ( i' i' Campany/Project City of Fort Worth Annual Evaluation Report Percentage ofTotal Supply and Service Contrad Dollars to MlWBE Companies: {MIWBE Doliars/Tota) Contract Dollars) o�b _ _ __ _ _ _ _ V. ADDI f7aNAL Ih1FQl�MATI�M (TO BE AiTA[HED) �_� List of Real Property Tarrant Appraisa I District llccount Num6ers tnPpr,�rat oa rro�«r. ��:,h p��w �aPr�ry camm��,+-r�� �� Copy of Certificate of Dccupancy issued by the City of Fart Worth's Planning and Development Department in�,Pr��o an,•v�o�tte � A Copy of Certificatlon (or the certification number} from the North Central Texas Regional Certification Agency ' � for Esch M/WBE Vendor. �] Employee Address Verification Report with Supporting Document�tion (_J� List of Vendor Names, Addresses, and Amounts Paid During Reporting Period UI. CERTIFICAfiI�JPI j In connection with the review of the tax abatement/economic development grant agreement for the respective audit tertn, between the City of Fort Worth and (Company Namej we confirm, to the best of our knowledge and belief, the following representations made to the City of Fort Worth. 1.) We are responsible for the information provided in the Annual Evatuation Report. 2.) The City of Fort Worth is responsible forevaluating the criteria and determining that the criteria are appropriate for meeting the terms of the agreement. 3.) We have made available all infarmation that we believe is relevant to the Annual Eva�uation Report. 4.) We will inform the City if any events occur su6sequent to February t, 2013 that would require adjustment to, or modification to, the Annuai Evaluation Report. 5.) We will respood fully to ail inquiries made by the City of Fort Worth during the review. Name of Certifying O�cer. Title: Signature of Certifying Officer. Phone: Fax: Date: In order to remain eligible forthe incentive, you must retum the completed report by February t st to: City of Fort Worth Neighborhood Services Department Att�: Mrs. Leticia Rodriguez — Neighborhood Development Coordinator 200 Texas Street Fort Worth, TX 76102 For assistance call: (817) 392-7319 You may also forward an electronic copy of the completed report to: Leticia.Rodripuez anfortworthtexas.qov. Please note that if you do not submit this form electronically, you must submit an original hard copy of the report and all attachments to the above sfated physical address for proper filing and review. UDAG Loan Agreement Page 42 Fort Worth Affordability, Inc. EXHIBIT "H" FORT WORTH AFFORDABILITY, INC. AUDIT REQUIREMENTS INTENTIONALLY DELETED UDAG Loan Agreement Page 43 Fort Worth Affordability, Inc. EXHIBIT "I" FORT WORTH AFFORDABILITY, INC. INSURANCE It�QUIREMENTS FWAI shall furnish to City in a timely manner, but not later than the Effective Date, certificates of insui•ance as proof that it lias requii•ed Developer or its general contractor to secuj�e and paid fot� policies of conlmei•cial insui•ance as specified het•ein. If City has not received such certi�cates by the Effective Date, FWAI shall be in default of the Contract and City may, at its option, terminate the Contract. FWAI maintain and shall require that Developer maintain coverage in the form of insurance or bond in the amount of $360,000.00, which is the total amount of the UDAG Loan and the Developer Loan, to insure against loss from the fraud, theft or dishonesty of any of FWAI's or Developer's officers, agents, trustees, directois or employees. The proceeds of such insut•ance or bond shall be used to reimburse City for any and all loss of UDAG Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reiinbursement for any loss or losses shall name the City as a Loss Payee. Such insurance shall covei• all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract. Developei• shall maintain, or require its general contractor to maintain, the following coverages and limits thereof: Commercial General Liabilit. (y_CGL) Insnrance $1,000,000 each occurrence $2,000,000 aggregate limit Non-Profit Or�anization Liability or Di1•ectors & Off'icers Liabilit�(i�pplicable) $1,000,000 Each Occurrence $1,000,000 Annual Aggregate Limit Business Automobile Liability Insurance $ 300,000 each accident on a combined single-limit basis Insurance policy shall be endorsed to cover "Any Auto", de�ned as autos o��ned, hired and non-owned. Pending availability of the above coverage and at the discretion of City, the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Developer's business as contracted herein. Workers' Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease-each employee $500,000 disease-policy limit UDAG Loan Agreement Page 44 Fort Worth Affordability, Inc. Note: Such insui•ance shall covei• employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation. Developer or its contractors shall maintain coverages, if applicable. In ihe event the respective contractois do not maintain coverage, Developer shall maintain the coverage on such contractot�, if applicable, for each applicable conti•act. UDAG Loan Agreement Page 45 Fort Worth Affordability, Inc. � Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more fi�equently than once eveiy 12 months, and Developer shall revise such amounts within 30 days foliowing notice to Developer of such requirements. Developer will submit to City documentation that it has obtained insurance coverage and has executed bonds as i•equired in this Contract prioi• to payment of any tnonies provided hereunder. Where applicable, insut•ance policies required herein shall be endoi•sed to include City as an additional insured as its interest may appear. Additional insured parties shal] include employees, officers, agents, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Any failure on pai�t of City to t•equest certificate(s) of insurance shall not be construed as a waiver of such reqnirement or as a waiver of the instn�ance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Depai•tment of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VI1 or other equivalent insurance industiy standard rating otherwise approved by City. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by City. In the event there are any local, Fedei•al or other regulatoiy insurance or bonding requirements fot• the Project, and such requirements exceed those specified herein, the former shall prevail. Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Developer shall require its contractors to provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall require its contractors to have City and Developer endorsed as additional insurers (as their interest inay appear) on their respective insurance policies. Developer shall require its general contractor to maintain builders risk insurance at the value of the construction. UDAG Loan Agreement Page 46 Fort Woi•th Affordability, Inc. EXHIBIT "L" FORT WORTH AFFORDABILITY, INC. MAP OF CENTRAL CITY Central City Map 0 2.5 5 10 �5 Ctq„ipNN1TCMaFMWqM.UnvuUatxtilrtpoO�sEmiseWdfllMdepp�KWelcws.iltlsM�ucfisiW M/am�tbnalqvpxes�nEmoyiwlM1cvebKnqepsred6rmat>Nebrle0�.��9�eem unayfiypnoosn. Miles mecarwrwx�n. w� s�noremau�xrvaruve.�aacv'u�a�oeaia�"�Ae.eia:a,o�wwenro.,�„a„�_., UDAG Loan Agreement Page 47 Fort Worth Affordability, Inc. ;� Centrai City FORTWORTH. �'r� City Limits Boundary ���e `�-" CERTIFICATE OF INTERESTED PARTIES FORnn 1295 1of1 Complete Nos.1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number: of business. 2021-798916 Fort Worth Affordability, Inc, Fort Worth, TX United States Date Filed: 2 Name of governmenta entity or state agency that is a party to the contract for which the form is 09/07/2021 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 20-1681285 This supercedes certificate #2021-761439 - UDAG Funding q Nature ofinterest Name of Interested Party City, State, Country (place of business) (check applicabie) Controlling Intermediary Lemons, Mary-Margaret Fort Worth, TX United States X Hall, Brittany Fort Worth, TX United States X Scarth, Danny Fort Worth, TX United States X Ramirez, Michael Fort Worth, TX United States X Stinson, Richard Fort Worth, TX United States X Attaway, Terri Fort Worth, TX United States X Hunter, Shannon Houston, TX United States X Hodge, Lauren Houston, TX United States X Palmer, Barry Houston, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Mary-Margarel Lemons, and my date of bi�th is 03-29-1981 My address Is 120t li 13�h Su•eet, l�ort Worth, TX , 76102, uSA I declare under penalry of perjury that the foregoing is true and correct, Executed in TarrantCounry, State of Texas on the 7th day of September, 2021. Fort Worth Affordability, Inc. � By: Mary-Margaret Lemons, Secretaiy/Treasurer Si a re of au rized agen o contracting business entity (Declara t) Forms provided by Texas Ethics Commission www.ethics.state,tx,us Version V1.1.191b5cdc � i Pa � CI 6J'' I :h e ICIL � City of Fort Worth - Action Details Details File �: MC 210498 Version: 1 Type: Award of Contract Consent � Ttle: (CD 5) Authorize Execution of a Subrecipient Agreement tivith 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 vrith the Infrastructure Improvements in Support of the Cowan Place Affordable Housing Development Located at 5400 East Rosedale Street Mover: Result: Agenda note: Minutes note: Action: Action text: Approved Approved. Consent Vo#es (0;0) 0 remrds ' Percon Name No records to display. Seconder: Vote City of Fort Worth, Mayor and DATE: 06/22/21 M&C FILE NUMBER: M&C 21-0499 LOG NAME: 19COWAN PLACE - HOME UDAG FUNDS SUBJECT (CD 5) Authorize Expenditure of a Total of $860,000.00 of Identified Federal Funds, in the Form of Forgivable Loans to Fort Worth Affordability Inc., for the Development of the Cowan Place Affordable Senior Housing Development Located at 5400 East Rosedale Street as Part of the Multi- 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 Benefit of the Project; Authorize Assignment of Federal Grant Obligations from Fort Worth Affordabiliry Inc. to FW Cowan Place, LP.; Authorize the Substitution of Funding Years; and Adopt Attached Appropriation Ordinance RECOMMENDATION: It is recommended that the Ciry Council: 1. 2. 3. 4. 5. 6. 7. 8. 9. Authorize expenditure in the amount of $500,000.00 of HOME Investment Partnerships Program grant funds in the form of a forgivable loan to Fort Worth Affordability Inc., for the development of the Cowan Place Senior Apartments located at 5400 East Rosedale Street; Authorize expenditure in the amount of $360,000.00 of Urban Development Action Grant Miscellaneous Revenue in the form of a forgivable loan to Fort Worth Affordabiliry Inc., for the development of the Cowan Place Senior Apartments located at 5400 East Rosedale Street; Authorize the City Manager, or his designee, to execute all related contracts, loan documents, and other documents necessary for lending activities with terms as specified below; Authorize the acceptance of an assignment to City by Fort Worth Affordability, Inc. of the loan documents for the $500,000.00 and $360,000.00 loans to be made by Fort Worth Affordability Inc., to FW Cowan Place, LP for the benefit of the Project; Authorize the assignment of the HOME and UDAG obligations from Fort Worth Affordability Inc., to FW Cowan Place, LP to ensure compliance with applicable federal regulations; Authorize the City Manager or his designee to extend the contracts if such extensions are necessary for completion of the Project, and to extend all other required documents for lending activities as necessary for the development of the Project; Authorize the City Manager, or his designee, to amend the contracts and other required documents if necessary to achieve project goals, provided that the amendments are within the scope of the Project and in compliance with City policies and applicable laws and regulations governing the use of federal funds; Authorize the substitution of current and prior funding years in order to meet commitment, disbursement, and expenditure deadlines for grant funds from the United States Department of Housing and Urban Development; and Adopt the attached appropriation ordinance increasing the estimated receipt and appropriations in the Grants Operating Other Fund in the amount of $473,038.04, from UDAG program income, to support the UDAG loan. DISCUSSION: The purpose of this Mayor and Council Communication is to approve financial actions in support of a senior living housing development in the Cavile Place/Historic Stop Six area as part of the multi-year Choice Neighborhoods Implementation grant. 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 United States (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 CNI 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 $3,000,000.00 in HOME Investment Partnerships Program (HOME) funds and $1,110,000.00 in Urban Development Action Grant (UDAG) funds to be awarded over the next six years. The purpose of this M&C is to move forward with awarding HOME funds for the first year in the amount of $500,000.00 and UDAG funds for the first year in the amount of $360,000.00 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 senior apartment complex. The Project will have up to 174 units for seniors 55 and older, with 156 of those 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 that will include, but not limited to, site improvements, street reconstruction and street improvements such as water/sewer improvements, curb and gutter, sidewalks and street lights. FW Cowan Place, L.P. (Developer) will be the developer and owner of the Project and is a Texas limited partnership consisting of FW Cowan Place, LLC as the general partner (owned by FWHS), and FW Rosedale MBS SLP, Inc. Texas Council Communication Fort Worth Affordabiliry, Inc. (FWAI) a Texas nonprofit corporation, which is the managing member of FW Cowan Place GP, LLC, and is an instrumentality of FWHS, has requested that it be the initial borrower of the HOME and UDAG funds (collectively the "Loan Funds") instead of Developer so that there is less risk that the loan proceeds will be subject to taxation by the Internal Revenue Service. FWAI will execute loan agreements, promissory notes, and deeds of trust in favor of the City for the Loan Funds and simultaneously loan the Loan Funds to the Developer for the development of the Project. To collateralize the loans from the City to FWAI and ensure compliance with federal requirements, FWAI will (1) assign its loan documents (from the loan from FWAI to the Developer) to the City and (2) assign its obligations under the City's HOME and UDAG contracts to the Developer. In an effort to further the implementation of the Transformation Plan and aid the infrastructure improvements in support of the Project, staff recommends the following loan terms and conditions: HOME Loan Terms: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Loan term to commence on execution of the loan documents and terminate 40 years after project stabilization. Final payment of principal and accrued, unpaid interest will be due 40 years after project conversion coterminous with final payment date of permanent loan; Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents; Performance of the HOME requirements and payment of the HOME loan, if required, will be secured by a deed of trust and HOME Deed Restrictions on the real property through the affordability period or the loan term, whichever is longer; Affordability period to begin on the date the project status is changed to "Complete" in the Integrated Disbursement and Information System (IDIS) and continue for 20 years thereafter; HOME loan to be subordinate to any construction/permanent financing and any financing provided by Fort Worth Housing Finance Corporation; HOME-assisted units will be designated according to the HOME regulations with a 20 year affordability period; HOME funds shall be repaid by FWAI to the extent FWAI receives repayment from Developer; HOME funds shall be forgiven if all terms and conditions are met, FWAI has not received any repayment from Developer, and Developer has complied with all City and HOME regulations and requirements; HOME funds will be provided on a reimbursement basis for eligible costs only; and Development and operation will comply with all HOME Regulations in 24 CFR Part 92 et seq. The expenditure of HOME funds is conditioned upon the followinq_ 1 2 3 4 5 6 7 Satisfactory underwriting in accordance with federal guidance for use of HOME funds and City policies for funding of HOME units; Compliance with all HOME requirements contained in 24 CFR Part 92 et seq; Construction and permanent financing acceptable to City; Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; Receipt of authorization to use grant funds from HUD; Receipt of acceptable, fully executed loan documents; and Closing on all other financing for the Project. UDAG Loan Terms: 1 2 3 4 5 6 7 8 9 10 Loan term to commence on the date of execution and terminate 40 years after project stabilization. Final payment of principal and accrued, unpaid interest will be due 40 years after project conversion coterminous with final payment date of permanent loan; Performance period to begin on the date the project status is changed to "Complete" in the Integrated Disbursement and Information System (IDIS) and will continue for 5 years thereafter; UDAG funds to be subordinate to any construction/permanent financing, the Ciry's HOME loan, and any financing provided by the Fort Worth Housing Finance Corporation; Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents; UDAG funds will be used for eligible construction costs associated with the new multifamily housing construction; UDAG funds will be used in compliance with all CDBG requirements contained in 24 CFR Part 570, including but not limited to the Project being located in a CDBG-eligible census tract and will accomplish the public benefit of furthering a CDBG National Objective of promoting activities that benefit low-and-moderate income residents; Developer must employ the equivalent of at least 2 full-time positions for Central City residents at all times during the performance period; UDAG funds shall be repaid by FWAI to the extent FWAI receives repayment from Developer; UDAG funds shall be forgiven if all terms and conditions are met, FWAI has not received any repayment from Developer, and Developer has complied with all Ciry and CDBG regulations and requirements; and UDAG funds will be provided on a reimbursement basis for eligible construction costs only. Staff recommends approving the expenditure and execution of contracts and related loan documents with FWAI in the amount of $500,000.00 in HOME funds and $360,000.00 in UDAG funds for the construction costs in support of the Project, approving acceptance of the collateral assignment by FWAI to City of related loan documents, and approving the assignment of the related HOME and UDAG obligations from FWAI to the Developer. The Project serves a public purpose by assisting the City in fulfilling its goals under the City's Comprehensive Plan, Choice Neighborhoods Implementation Grant, Transformation Plan and Consolidated Plan by providing qualiry, accessible, affordable housing for low- to moderate- income residents and supporting economic development and revitalization. Approval of this M&C would also allow Action Plan funding years to vary and be substituted in order to expend the oldest grant funds first. Appropriations supporting the HOME loan would come from the annual program appropriation for the funding years against which the loan is booked. A public comment period for the 2020-2021 Action Plan was held from July 1, 2020 to July 31, 2020. Any comments received are maintained by the Neighborhood Services Department. UDAG Miscellaneous Revenue funds are rental revenues received from the lease of the City-owned parking garage under General Worth Square (City Secretary Contract No. 11085, as amended and assigned). UDAG Funds must be used for projects that meet certain CDBG program requirements, including use in a CDBG-eligible area, qualification as a CDBG economic development project and inclusion of private investment. Annual revenue from the parking garage is approximately $108,000.00. Currently the City has an appropriated balance of $185,996.89 in UDAG funds. In addition, the City is in receipt of but has not appropriated a total of $473,038.04 of UDAG Funds from prior years. After funding this loan, and after all funds have been appropriated, the garage rental revenues account will have a remaining balance of approximately $299,034.93. Adoption of the attached appropriation ordinance will appropriate the current balance of program revenue for use on this $360,00.00 loan, with the balance of appropriated funds to be programmed to other eligible projects in the future. In addition to HOME and UDAG funding, the City also committed to providing additional funds from the Community Development Block Grant (CDBG) fund. Authorization for the use of the CDBG 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 construction-to-permanent loans for affordable housing development financing and an additional $1,250,000.00 specifically forthe development of Permanent Supportive Housing. (Resolution No. FWHFC-2019-06). A portion of these funds is anticipated to be used in support of the Project. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the current operating budget, as appropriated, in the Grants Operating Federal Fund and Grants Operating Other 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, the Neighborhood Services has the responsibility to validate the availability of funds. These are reimbursement and fee for services grants. Submitted for City Manager's Office b� Fernando Costa 6122 Originating Business Unit Head: Additional Information Contact: Victor Turner Chad LaRoque Leticia Rodriguez 8187 2661 7319 Expedited