HomeMy WebLinkAboutContract 44620CiTY SECfZETA� ' ,, -�
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STATE OF TEXAS §
§
COUNTY OF TARRANT §
This contract ("Contract") is made and entered into by and between the City of
Fort Worth (hereafter "City") and FW Hunter Plaza, L.P. (hereafter "Developer"), a
Texas limited partnership. City and Developer may be referred to individually as a
"Party" and jointly as "the Parties".
The Parties state as follows:
WHEREAS, City has received a grant from the United States Department of
Housing and Urban Development through the HOME Investment Partnerships Program,
Catalog of Federal Domestic Assistance No. 14.239, with which City desires to promote
activities that expand the supply of affordable housing and the development of
partnerships among City, local governments, local lenders, private industry and
neighborhood-based nonprofit housing organizations;
WHEREAS, the primary purpose of the HOME program pursuant to the HOME
Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable
Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment
Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. is to benefit low
income citizens by providing them with affordable housing;
WHEREAS, Developer is a Texas limited partnership consisting, in part, of FW
Hunter Plaza GP, LLC, a Texas limited liability company, as general partner. The
general partner is a single purpose entity controlled by Fort Worth Affordability, Inc., a
Texas non-proiit corporation, its sole member. Fort Worth Affordability, Inc., a Texas
non-profit corporation, was organized by the Fort Worth Housing Authority;
WHEREAS, Developer proposes to use HOME funds for an eligible project under
the HOME Regulations whereby Developer will acquire, rehabilitate, and reconstruct the
Hunter Plaza Apartments, an 11-story 225 unit multifamily rental complex located in
downtown Fort Worth now owned by the Fort Worth Housing Authority;
WHEREAS, Developer plans to apply for 4% Housing Tax Credits from the
Texas Department of Housing and Community Affairs to finance the redevelopment and
reconstruction of the Hunter Plaza Apartments into a mixed income, mixed use project
including commercial/retail space on the ground floor and 164 rental units to be
commonly lcnown as the Hunter Plaza Carleton Residential Aparrinents. Developer will
own and operate the improvements and the Fort Worth Housing Authority will continue
to own the land and will lease it to Developer under the terms of a long term ground
lease; and
WHEREAS, City citizens and the City Council have determined that the
development of quality, accessible, and affordable housing is needed for moderate, low,
and very low-income City citizens.
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NOW, THEREFORE, in consideration of the mutual covenants and obligations
and responsibilities contained herein, including all Exhibits and Attachments, and subject
to the terms and conditions hereinafter stated, the Parties understand and agree as
follows:
1. INCORPORATION OF RECITALS.
City and Developer hereby agree that the recitals set forth above are true and
correct and form the basis upon which the Parties have entered into this Contract.
2. DEFINITIONS.
In addition to terms defined in the body of this Contract, the following terms shall
have the definitions ascribed to them as follows:
Accessible Units means units accessible to handicapped tenants. Developer must comply
with Section 504 requirements and all other applicable Federal accessibility
requirements.
The Required Improvements must contain 13 Accessible Units. Of these 13 units,
9 must be accessible to individuals with mobility impairments, and the other 4
must be accessible to individuals with visual or hearing impairments.
Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales
National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq.
Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit
published annually by HUD, with applicable adjustment for the bedroom size of the
relevant housing unit as more particularly described on Exhibit "A" — Project
Summary.
Affordability Period means the period of time that HOME Units must be leased to
HOME Eligible Households for Affordable Rent.
The Affordability Period for this project is 15 years. The Affordability Period
begins on the date that the project status is changed to "complete" in IDIS, HUD's
project tracking system.
Affordability Requirements means the HOME Units remain occupied by HOME
Eligible Households paying Affordable Rent throughout the Affordability Period in
accordance with the terms of this Contract and the HOME Regulations.
Area Median Income or AMI means the median family income for the Fort Worth-
Arlington metropolitan statistical area as established annually by HLJD.
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 2
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 20020-12-2011.
Complete Documentation means the following documentation as applicable:
Attachments I and II, with supporting documentation as follows:
o Proof of expense: invoices, leases, service contracts or other
documentation showing that payment is due by Developer.
o Proof of payment: cancelled checks, bank statements, or wire transfers
necessary to demonstrate that amounts were actually paid by Developer.
Other documentation: (i) iinal lien releases signed by the general contractor
or subcontractors, if applicable; (ii) copies of all City permits and City-issued
"pass" inspections for such work; (iii) documentation to show compliance
with BDE or DBE bidding process for procurement or Contract activities, if
applicable; (iv) proof of contractor, vendor and subcontractor eligibility as
described in Section 6.6; and (v) any other documents or records reasonably
necessary to verify costs spent for the project.
Completion means the substantial completion of the Required Improvements, as
evidenced by a HED Department Minimal Acceptable Standard Inspection report, HUD
Compliance Inspection Report and any other applicable iinal inspection approval from
the City showing that the Required Improvements have met City and HOME standards.
Completion Deadline means December 31, 2015.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means any deed of trust from Developer in favor of City covering the
Property and securing the indebtedness evidenced therein and Developer's performance
of the requirements of this Contract and the of the HOME Regulations. The form of the
Deed of Trust is attached as Exhibit "E" — Loan Documents.
Director means the Director of the City's HED Department.
Effective Date means the date this Contract is fully executed by the Parties as shown by
their respective signatures.
Fort Worth Housing Authority or FWHA means the Housing Authority of the City of
Fort Worth, a Texas municipal housing authority.
HED Department means the City's Housing and Economic Development Deparhnent.
HOME means the HOME Investment Partnerships Program.
HOME Eligible Household means a household whose annual income adjusted for
family size does not exceed 80% of AMI using the most current HUD Income Guidelines
and Technical Guidance for Determining Income and Allowances. The definition of
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 3
annual income to determine tenant income eligibility shall be the definition contained in
24 CFR Part 5.609, as amended from time to time.
HOME Funds means the HOME Program grant funds supplied by City to Developer
under the terms of this Contract.
HOME Regulations means the HOME Investment Partnerships Program Final Rule
found at 24 CFR Part 92 et seq.
HOME Unit means a housing unit subject to the HOME Regulations leased to a HOME
Eligible Household at Affordable Rent for the duration of the Affordability Period as
further described in Exhibit "A" — Project Summary. The HOME Units can be
designated as either High and/or Low HOME units. The HOME Units are floating.
This project contains 14 Home Units. Of these HOME Units, 10 are one-
bedroom units and 4 are two-bedroom units.
High HOME Unit means a unit that must be leased to High HOME Eligible Tenant for
High HOME Rent. High HOME Units can float among units that are materially similar
in number of bedrooms, square footage, and amenities; however, if the units are not
materially similar, then the High HOME units must be �xed.
This project contains 11 High HOME Units.
High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High
HOME Unit, a tenant whose annual income adjusted for family size does not exceed 60%
of AMI, and (ii) for a tenant who is not the first to occupy a High HOME Unit, a tenant
whose annual income adjusted for family size does not exceed 80% of AMI. Tenant
income must be veri�ed using the most current HUD Income Guidelines and Technical
Guidance for Determining Income and Allowances subject to the income veriiication
requirements of Section 7.2 of this Contract.
High HOME Rent means a rent amount that is the lesser of (i) the HUD-established Fair
Market Rent for existing comparable housing units in the area, or (ii) 30% of the adjusted
income of a family whose annual income equals 65% of AMI with applicable adjustment
for the bedroom size of the relevant housing unit. High Home Rent may not exceed the
maximum rent limitations established by H[JD minus utility allowances. For the
purposes of this Contract, "utility allowances" are those monthly allowances for utilities
(excluding telephone) published annually by the Fort Worth Housing Authority.
Housing Tax Credits or HTC means the tax credits allocated by the Texas Department
of Housing and Community Affairs under its Housing Tax Credit Qualiiied Allocation
Plan that meet the requirements of Section 42 of the Internal Revenue Code.
HUD means the United States Deparhnent of Housing and Urban Development.
IDIS means HUD's Integrated Disbursement Information System,
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 4
Intercreditor Agreement means the Intercreditor and Subordination Agreement among
Developer's construction and/or permanent lenders, Developer and City outlining the
relative priorities of the construction and permanent loans and the City's Loan for the
project.
Investment Limited Partner means the investor which will purchase the Housing Tax
Credits, and any successors and assigns to such investor.
Loan Documents means security instruments including without limitation, the City's
Promissory Note and Deed of Trust, or any other similar security instruments evidencing,
securing or guaranteeing City's interest in the Required Improvements constructed under
this Contract and further evidencing, securing, or guaranteeing Developer's performance
of the Affordability Requirements during the Affordability Period, as the same may from
time to time be extended, amended, restated, supplemented or otherwise modified.
Low HOME Eligible Tenant means a tenant whose annual income adjusted for family
size does not exceed 50% of AMI established by HUD. Tenant income must be veriiied
using the most current HUD Income Guidelines and Technical Guidance for Determining
Income and Allowances subject to Section 7.2 of this Contract.
Low HOME Rent means a rent amount that is no more than 30% of the annual income
of a family at 50% of AMI adjusted for family size. Low Home Rent may not exceed the
maximum rent limitations established by HUD minus utility allowances. For the
purposes of this Contract, "utility allowances" are those monthly allowances for utilities
(excluding telephone) published annually by the Fort Worth Housing Authority.
Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant for
Low HOME Rent. Low HOME Units can float among units that are materially similar in
number of bedrooms, square footage, and amenities; however, if the units are not
materially similar, then the Low HOME units must be �xed. If there are more than 5
HOME Units, then 20% of the total HOME units must be designated as Low.
This project contains 3 Low HOME Units.
Promissory Note means any note in the amount of the HOME Funds executed by
Developer payable to the order of City. The form of the Promissory Note is attached as
Exhibit "E" — Loan Documents.
Property means the land on which the Required Improvements shall be constructed as
more particularly described in and encumbered by the Deed of Trust.
Required Improvements or the project means all the improvements to the Property for
a mixed income, mixed use rental housing project to be rehabilitated on the Property,
together with all �xtures, tenant improvements and appurtenances now or later to be
located on the Property and/or in such improvements. The Required Improvements will
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 5
be commonly lcnown as the Hunter Plaza Carleton Residential Apartments. The street
address of the project is 605 15` Street, Fort Worth, TX 76102.
Reimbursement Request means all reports and other documentation described in
Section 10.
Section 504 requirements means the requirements of Section 504 of the Rehabilitation
Act of 1973 to provide accessible housing to persons with disabilities. Section 504
requires that 5% of the units (but not less than 1 unit) in a newly constructed multifamily
project must be accessible to individuals with mobility impairments, and an additional
2% of the units (but not less than 1 unit) must be accessible to individuals with sensory
impairments.
TDHCA means the Texas Department of Housing and Community Affairs.
Tenant Documentation means any documentation allowed under the definition of
annual income in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible
Household. Documentation may include but is not limited to pay check stubs, Social
Security statements, W-2 forms, and/or payments in lieu of earnings (unemployment) for
initial tenant income eligibility verifications and the tenant income verification required
every 6`h year of the Affordability Period. Documentation for tenant income eligibility
veriiications for other than the initial lease and the 6'h year of the Affordability Period
shall be a City approved income self-certification form.
3. TERM AND EXTENSION.
3.1 Term of Contract.
The term of this Contract begins on the Effective Date and terminates in 3 years
unless otherwise terminated as provided in this Contract.
3.2 Extension of Contract.
This Contract may be extended for 1 year upon Developer submitting a request
for an extension in writing at least 60 days prior to the end of the Contract term. The
request for extension shall include the reasons for the extension and Developer's
anticipated budget, construction schedule and goals and objectives for the extended term.
It is specifically understood that it is within City's sole discretion whether to approve or
deny Developer's request for an additional term. Any such extension must be in writing
as an amendment to this Contract.
3.3 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and
tertninate 20 years later so long as the terms and conditions of this Contract and the Loan
Documents have been met.
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Htmter Plaza, L.P. Page 6
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide HOME Funds.
City shall provide up to One Million Eight Hundred Thousand and No/100
Dollars ($1,800,000.00) of HOME Funds in the form of a loan to complete the
rehabilitation and reconstruction of the Required Improvements, under the terms and
conditions described herein (the "Loan").
4.2 Citv Will Monitor.
City will monitor the activities and performance of Developer and any of its
contractors or subcontractors throughout the Affordability Period, but no less than
annually as required by 24 CFR Part 92.504.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Construction and Permanent Financin�.
Developer shall close on Developer's construction loan and obtain a firm
commitment for permanent financing for the Required Improvements within 1 year from
the Effective Date of the Contract. If Developer does not close on the construction loan
and obtain a firm commitment for permanent financing within 1 year of the Effective
Date, then Developer will be in default of this Contract as further described in Section
11.1.
5.2 Required Improvements.
Developer shall construct the Required Improvements as described in Exhibit
"A" — Project Summary in accordance with the schedule set forth in Exhibit "C" -
Construction and Reimbursement Schedule and in accordance with the terms and
conditions of this Contract.
5.3 Use of HOME Funds.
5.3.1 Compliance with HOME Regulations and Contract.
Developer shall be reimbursed for eligible project costs with HOME Funds only if
City determines in its sole discretion that:
5.3.1.1 Costs are eligible expenditures in accordance with HOME
Regulations.
5.3.1.2 Costs are in compliance with this Contract and are reasonable
and consistent with industry norms.
5.3.1.3 Complete Documentation is submitted by Developer.
5.3.2 Budget•
Developer agrees that the HOME Funds will be paid on a reimbursement basis in
accordance with Exhibit "B" - Budget and Exhibit "C" - Construction and
Reimbursement Schedule. Developer may not increase or decrease line item amounts
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 7
in the Budget without Director's prior written approval, which approval shall be in the
Director's sole and reasonable discretion.
5.3.3 Chan�e in Proiect Budget.
5.3.3.1 Developer will notify City promptly of any additional funds it
receives for construction of the Development, and City
reserves the right to amend this Contract in such instances to
ensure compliance with HUD regulations governing cost
allocation.
5.3.3.2 Developer agrees to utilize the HOME Funds to supplement
rather than supplant funds otherwise available for the project.
5.4 Payment of HOME Funds to Developer.
HOME Funds will be disbursed to Developer upon City's approval of
Developer's written and signed Reimbursement Requests, including submission of
Complete Documentation to City in compliance with Section 10. It is expressly agreed
by the Parties that any HOME Funds not reimbursed to Developer upon the completion
of the Required Improvements shall remain with City.
5.5 Identify Proiect Expenses Paid with HOME Funds.
Developer will keep accounts and records in such a manner that City may readily
identify and account for project expenses reimbursed with HOME Funds. These records
shall be made available to City for audit purposes and shall be retained as required
hereunder.
5.6 Acknowledgement of City Payment of HOME Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that
City has paid all HOME Funds due under this Contract, or shall deliver a document
executed by an officer of Developer identifying all or any portion of the HOME Funds
that City has not paid to Developer. Once City has met all of its obligations for payment
of HOME Funds hereunder, an officer of Developer shall sign an acicnowledgement of
same.
5.7. Security for City's Interest.
To secure City's interest in the Required Improvements and the performance of
Developer's obligations hereunder, Developer shall (i) record a Declaration of Land Use
Restrictions between FWHA and City burdening the Property that meets the requirements
of the Act and the HOME Regulations (the "FWHA Declaration") prior to submitting its
�rst Reimbursements Request; and (ii) execute the Loan Documents and record the Deed
of Trust encumbering the Developer's interest in the Property contemporaneously with
the closing of Developer's construction financing. No HOME Funds will be paid or
reimbursed until the FWHA Declaration or the Deed of Tiust, as the case may be, is
recorded. City agrees to release the FWHA Declaration prior to the recording of the
Deed of Trust. The City's interest in preserving the affordability of the HOME Units will
be additionally secured by the Declaration of Land Use Restrictive Covenants ("LURA")
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 8
.
established and enforced by TDHCA for the Housing Tax Credits. The TDHCA's LURA
shall restrict the project and Property to certain occupancy and rent requirements for a
period of 40 years.
5.7.1 Loan Terms and Conditions.
Developer will be required to:
5.7.1.1 Execute and deliver the Promissory Note and record the
FWHA Declaration.
5.7.1.2 Provide City with a copy of a�rm commitment for
Developer's permanent iinancing for the project at least 10
days prior to the closing of Developer's construction loan and
provide City with a copy of an estimated settlement statement
at least 1 business day before closing of Developer's
construction loan.
5.7.1.3 Pay all costs associated with closing the Loan.
5.7.1.4 Provide City with a Mortgagee's Policy of title insurance in the
amount of the Loan upon the closing of the Developer's
construction loan. If requested by City, provide an updated
title policy at the conversion of Developer's construction loan
to permanent financing.
5.7.1.5 Contemporaneously with the closing of Developer's
construction loan, execute, deliver and record the Deed of
Trust along with any other Loan Documents required by City.,.
5.7.1.6 Ensure City's lien is subordinate only to the senior
indebtedness described in the Intercreditor Agreement. City
must approve in writing any secured iinancing that is to be
subordinate to the Loan.
5.7.1.7 The term of the Loan shall be 20 years from the date of the
Promissory Note. Interest shall accrue at the lesser of the
Applicable Federal Rate in effect on the date of the Promissory
Note, or 1% per annum. Interest shall be due and payable in
annual installments beginning on January 1, 2016 and
continuing annually thereafter. The remaining principal and
accrued, unpaid interest will be payable in full on the maturity
date set forth in the Promissory Note. Any payments will be
applied first to accrued interest and the remainder to reduction
of the principal amount.
HOME DEVELOPER RENTAL CONTRACT
FW Hunter Plaza, L.P.
Rev 7-10-13
Page 9
5.7.1.8 Interest shall be payable out of surplus cash as defined in the
Promissory Note. Interest to the extent not paid from surplus
cash shall accumulate from year to year until paid but in no
event shall the accumulated interest be repaid later than the
maturity date set forth in the Promissory Note.
5.7.1.9 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the HOME Regulations
including but not limited to the Affordability Requirements and
other HOME requirements. The Deed of Trust shall secure
both repayment of the HOME Funds and performance by
Developer of its obligations under this Contract during the
Affordability Period.
5.7.1.10 Except for permanent loan conversion with Developer's
permanent lender, refinancing by Developer shall require the
review and prior written approval of City for the purpose of
ensuring compliance with the Affordability Requirements,
which approval shall not be unreasonably withheld.
5.7.1.11 Any failure by Developer to comply with this Section 5.7.1
will be an event of default under this Contract and the Loan
Documents.
5.8 Maintain Affordabilitv Requirements.
Developer shall ensure that the HOME Units shall be occupied by HOME
Eligible Households throughout the Affordability Period as required by the HOME
Regulations. Developer must notify the City in writing within 30 days of either of the
following occurrences: (i) a HOME Unit is occupied by a tenant who is not a HOME
Eligible Household, or (ii) a HOME Unit remains vacant for more than 90 days. In the
event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household,
Developer shall have 30 days to determine if a market rate tenant qualiiies as a HOME
Eligible Household or �11 an empty market rate unit with a HOME Eligible Household.
If either (i) or (ii) takes place and is not cured within the time limits described in this
Section, then Developer shall pay 10% of the total Loan amount to City as liquidated
damages. The Parties agree that City's actual damages in the event of either (i) or (ii)
happening and remaining uncured are uncertain and would be difficult to ascertain and
may include a finding by HUD, a repayment of funds to HUD by City or otherwise
impact the City's HOME grant or other federal grant funds. Therefore, the Parties agree
that payment under this Section of 10% of the total Loan amount by Developer to City is
liquidated damages and not a penalty.
5.9 Affordability Requirements Survive Transfer.
The HOME Units must remain affordable without regard to the term of any
mortgage or transfer of ownership, pursuant to the terms of the Loan Documents, any
deed restrictions or other mechanism provided by HUD. Any sale or transfer of the
project during the Affordability Period, excluding a transfer due to condemnation or to
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 10
obtain utility services, may at City's sole discretion require the repayment of the HOME
Funds unless the new owner or transferee af�rtnatively assumes in writing the obligations
established hereunder for the HOME Units for the remainder of the Affordability Period.
Failure of the transferee to assume Developer's obligations under this Contract and the
Loan Documents will result in termination of the Contract. In addition, City may pursue
any of its remedies under the Loan documents if the transferee fails to assume
Developer's obligations to maintain the Affordability Requirements throughout the
Affordability Period.
6. CONSTRUCTION.
6.1. Construction Schedule.
Developer will construct the Required Improvements in accordance with the
schedule set forth in the attached Exhibit "C" — Construction and Reimbursement
Schedule. Developer shall not begin construction until City sends a Notice to Proceed.
Developer's failure to meet the construction schedule shall be an event of default.
Developer may not change the construction schedule without the Director's prior written
approval, which approval shall be in the Director's sole discretion.
6.1.1 Construction Inspections.
The construction of the project must pass a HED Department Minimal Acceptable
Standard Inspection report, a HiJD Compliance Inspection Report and any other
applicable HUD-required inspections during the construction period, along with any
applicable iinal inspection approval from the City at the completion of the construction of
the project.
6.2 Applicable Laws, Building Codes and Ordinances.
All plans, specifications and construction for the Required Improvements shall (i)
conform to all applicable Federal, state, City and other local laws, ordinances, codes,
rules and regulations, including the HOME Regulations; (ii) meet all City building codes;
(iii) meet the Energy Conservation requirements as required by the State of Texas in
Chapter 11 of the International Residential Code; (iv) if new construction, must conform
to the Model Energy Code published by the Council of American Building Officials; and
(v) must pass a HLTD Compliance Inspection Report and inspection by City's HED
Department inspectors.
6.3 Prouerty Standards During Construction.
Developer shall comply with the following as applicable during the Construction
of the Required Improvements: (i) the Property Standards and Housing Quality
Standards (HQS) contained in 24 CFR Part 92.251, (ii) Accessibility Standards under 24
CFR Part 92.251(a)(3), (iii) City property standards, and (iv) all accessibility standards
for the project.
6.4 Lead-Based Paint Requirements.
Developer will comply with any applicable Federal lead-based paint requirements
including lead screening in buildings built prior to 1978 in accordance with 24 CFR Part
92.355 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation,
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 11
Repair and Painting Program Final Rule, 40 CFR Part 745 in the construction and/or
rehabilitation of the Required Improvements.
6.5 Approval of Plans and Specifications by Citv Not Release of
Responsibilitv.
Approval of any plans and specifications relating to the Required Improvements
by City shall not constitute or be deemed (i) to be a release of the responsibility or
liability of Developer or any of its contractors or subcontractors, or their respective
officers, agents, employees and lower tier subcontractors, for the accuracy or the
competency of the plans and specifications, including, but not limited to, any related
investigations, surveys, designs, working drawings and specifications or other
documents; or (ii) an assumption of any responsibility or liability by City for any
negligent act, error or omission in the conduct or preparation of any investigation,
surveys, designs, working drawings and specifications or other documents by Developer
or any of its contractors or subcontractors, and their respective ofiicers, agents,
employees and lower tier subcontractors.
6.6 Contractor, Vendor and Subcontractor Requirements.
Developer will use commercially reasonable efforts to ensure that all contractors
or vendors utilized by Developer or subcontractors utilized by Developer's general
contractor are appropriately licensed and such licenses are maintained throughout the
construction of the Required Improvements and the operation of the project when
applicable. Developer shall ensure that all contractors utilized by Developer or
subcontractors utilized by Developer's general contractor in the construction of the
Required Improvements, or vendors utilized by Developer in the operation of the project
are not debarred or suspended from performing the contractor's, subcontractor's or
vendor's work by the City, the State of Texas, or the Federal government. Developer
must confirm that all contractors, subcontractors or vendors are not listed on the Federal
System for Award Management, www.sam.gov, and must submit printed verification of
such searches (i) with the first Reimbursement Request which include invoices from any
contractor or subcontractor, or (ii) prior to hiring any vendor during the operation of the
project during the Affordability Period. Failure to submit such proof of search shall be an
event of default. In the event that City determines that any contractor, subcontractor or
vendor has been debarred, suspended, or is not properly licensed, Developer or
Developer's general contractor shall immediately cause the contractor, subcontractor or
vendor to stop work on the project. In the event that any contractor, vendor or
subcontractor has been debarred, suspended, or is not properly licensed, Developer shall
not be reimbursed for any work performed by such contractor, vendor or subcontractor.
However, this Section should not be construed to be an assumption of any responsibility
or liability by City for the determination of the legitimacy, quality, ability, or good
standing of any contractor, subcontractor or vendor. Developer acknowledges that the
provisions of this Section pertaining to the Federal System for Award Management shall
survive the termination of this Contract and be applicable for the length of the
Affordability Period.
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 12
6.7. Furnish Complete Set of "As Built" Plans.
Developer shall furnish City a complete set of "as built" plans for the project at
completion of construction after all final approvals have been obtained.
7. TENANT AND LEASE REOUIRMENTS; PROPERTY STANDARDS
' DURING AFFORDABILITY PERIOD.
7.1 Income Eligibility.
Developer must use the definition of annual income used by 24 CFR 5.609 to
establish tenant income eligibility. Developer shall use the most current HUD Income
Guidelines. Developer shall maintain Tenant Documentation sufficient to show that the
HOME Units are occupied by HOME Eligible Households.
7.2 Income Verification.
7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible
Households with full Tenant Documentation at the time the initial lease for a HOME Unit
is executed. Tenants must certify the number of people in tenant's household along with
such person's names and ages. Developer shall obtain financial information on all
members of a tenant's household.
7.2.2 Developer must verify the income of the tenants of the HOME Units
annually after the initial lease is executed, but may use a City-approved tenant self-
certification form as Tenant Documentation. Notwithstanding the foregoing, Developer
must verify the income eligibility of all HOME Eligible Households with full Tenant
Documentation every 6th year of the Affordability Period.
7.2.3 Developer must maintain copies of Tenant Documentation as required
under this Contract.
7.2.4 As part of its monitoring, City will review Tenant Documentation during
the Affordability Period.
7.3 Tenant Lease.
7.3.1 Developer shall submit to City the form of its tenant lease prior to leasing
any HOME Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253
regarding the following issues:
7.3.1.1 Length of lease term shall not exceed 2 years and may not be
shorter than 1 year.
7.3.1.2 Lease may not include agreement by tenant to allow landlord to
take, hold or sell tenant's property without notice.
7.3.1.3 Lease may not include agreement by the tenant to excuse
owner from responsibility for intentional or negligent acts.
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7.3.1.4
7.3.1.5
Lease may not authorize landlord to institute a lawsuit without
notice to the tenant.
Lease may not include agreement by tenant to waive a jury trial
or right of appeal.
7.3.1.6 Lease may not include an agreement by tenant to pay legal
costs of court proceeding even if the tenant prevails in those
proceedings regardless of outcome.
7.3.2 Developer shall provide City copies of revised lease forms within 30 days
of any change to its lease form. All changes to Developer's lease form shall comply with
the requirement of Section 7.3.1.
7.4 Tenant Household Characteristics.
7.4.1 Developer shall provide City with the information about the household
characteristics of the first tenant renting a HOME Unit on Exhibit "G" — Project
Compliance Report: Rental Housing.
7.4.2 At City's request, Developer shall provide demographic information on all
tenants in the project in order to show compliance with Section 7.7 during the
Affordability Period.
7.5 Tenant Rent.
Rents charged to tenants of the HOME Units are subject to 24 CFR 92.252 (a) and
(b) and are subject to review and approval by City at initial lease up and prior to any rent
increases. Under no circumstances may the maximum rent charged to tenants of HOME
Units exceed the High Home Rent minus monthly utility allowances (excluding
telephone). Developer agrees to abide by HCTD-approved schedules of HOME rent levels
and the locally adopted utility allowances published annually by the Fort Worth Housing
Authority.
7.6 Tenant Selection.
Within 90 days of the Effective Date, Developer must submit to Ciry for City's
approval Developer's tenant selection policy and criteria that address the following:
7.6.1 The tenant selection policy must be consistent with the purpose of
providing housing for very low and low income persons.
7.6.2 The tenant selection policy must provide for:
7.6.2.1 Selection of
chronological
practicable;
HOME DEVELOPER RENTAL CONTRACT
FW Hunter Plaza, L.P.
tenants from a written waiting list in the
order of their application, insofar as is
Rev 7-10-13
Page 14
7.6.2.2 Prompt written notification to any rejected applicant of the
grounds for such rejection; and
7.6.2.3 Bi-lingual leasing and management assistance.
7.6.3 Holders of rental assistance subsidies (such as HtJD's Housing Choice
Voucher or similar subsidy) must not be excluded from renting a unit in the project.
7.6.4 The tenant selection policy must address non-discrimination and
affirmative marketing as discussed in Section 7.7.
7.6.5 Developer must market Accessible Units in the following order:
7.6.5.1 Within the project to persons requiring an Accessible Unit.
7.6.5.2 To persons on the waiting list requiring an Accessible Unit.
7.6.5.3 To the general community for persons requiring Accessible
Unit.
7.6.5.4 To persons that do not require an Accessible Unit.
7.6.6 The tenant selection policy must address lease requirements as described
in Section 73.
7.6.7 The tenant selection policy must address managing HOME Unit
requirements.
7.6.8 The tenant selection policy must comply with state and local
tenant/landlord laws.
7.7 Affirmative Marketing.
Developer must adopt and implement affirmative marketing procedures as
required by 24 CFR 92.351 if the project involves the construction of 5 or more HOME
Units. The procedures and requirements must include methods for informing the public,
owners and potential tenants about fair housing laws and policies so as to ensure that all
individuals are given an equal opportunity to participate in the project without regard to
sex, age, race, color, creed, nationality, national origin, religion, handicap status,
disability, familial status, sexual orientation, gender identity, gender expression or
transgender. The procedures and requirements must designate an individual who will be
responsible for marketing the project and must establish a clear application screening
plan. They must also provide for the maintenance of documentation and records to
evidence that affirmative marketing procedures have been implemented. Developer's
affirmative marketing procedures must be submitted to City for approval prior to
implementation; provided however, City shall have no responsibility for afiirmative
marketing of the project.
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7.8 Property Inspections Durin� Initial Lease-Up of HOME Units.
City shall inspect all units in the project before they are placed into service. City
shall inspect the HOME Units prior to a HOME Eligible Household occupying such unit
to ensure that each HOME Unit meets the appropriate HOME standards. Thereafter, City
will inspect the HOME Units annually.
7.9 Propertv Maintenance and Inspections DurinE Affordability Period.
Developer shall ensure that the project is maintained in accordance with all
applicable HUD property standards for the duration of the Affordability Period, which at
a minimum shall be those property standards required in 24 CFR Part 92. City will verify
maintenance of the project to these standards through on-site inspections every year.
8. ADDITIONAL HOME REpUIREMENTS.
Developer agrees to comply with all requirements of the HOME Program as
stated in the HOME Regulations, including, but not limited to the following:
8.1 Environmental Review.
HOME Funds will not be paid and costs cannot be incurred until City has
conducted and completed an environmental review as required by 24 CFR Part 58. The
environmental review may result in a decision to proceed with, modify, or cancel the
project. Further, Developer will not undertake or commit any funds to physical or choice
limiting actions, including if applicable, property acquisition, demolition, movement,
rehabilitation, conversion, repair or construction prior to the environmental clearance.
Any violation of this Section will (i) cause this Contract to terminate immediately; (ii)
require Developer to repay any HOME Funds received to City and forfeit any future
payments of HOME Funds; and (iii) Developer must pay 20% of the total Loan amount
to City as liquidated damages. The Parties agree that City's actual damages in the event
of Developer violating this Section are uncertain and would be difficult to ascertain and
may include a finding by HUD, a repayment of funds to HUD by City or otherwise
impact the City's HOME grant or other federal grant funds. Therefore, the Parties agree
that payment under this Section of 20% of the total Loan amount by Developer to City is
liquidated damages and not a penalty.
8.1.2 Mitigation.
Developer must talce the mitigation actions outlined in Exhibit "A-2" —
Environmental Mitigation Actions. Failure to complete the required mitigation action
is an event of default under this Contract.
8.2 Intentionallv Omitted.
8.3. Monitoring.
8.3.1 Developer understands and agrees that it will be subject to monitoring by
City for compliance with the Act and the HOME Regulations for the duration of the
Affordability Period. Developer will provide reports and access to project iiles as
requested by City during the Affordability Period and for 5 years after the end of the
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FW Hunter Plaza, L.P. Page 16
Affordability Period. This Section shall survive the earlier termination or expiration of
this Contract.
8.3.2 City, HUD and the United States Comptroller General or their respective
representatives shall have access during regular business hours upon 48 hours prior notice
to Developer's offices and records that are related to the use of the HOME Funds that is
the basis of this Contract, and to its officers, directors, agents, employees, contractors and
subcontractors for the purpose of such monitoring.
8.3.3 In addition to other provisions of this Contract regarding frequency of
monitoring, City reserves the right to perform desk reviews or on-site monitoring of
Developer's compliance with the terms and conditions of this Contract and the Loan.
After each monitoring visit, City shall provide Developer with a written report of the
monitor's iindings. If the monitoring report notes deficiencies in Developer's
performance, the report shall include requirements for the timely correction of said
deficiencies by Developer. Failure by Developer to take the action specified in the
monitoring report may be cause for suspension or termination of this Contract as
provided herein or City may take all actions allowed in the Loan Documents.
8.4 Compliance with the Uniform Relocation Act.
If applicable, Developer shall comply with the relocation requirements of 24 CFR
Part 92.353 and all other applicable Federal and state laws and City ordinances and
requirements pertaining to relocation.
8.5 Compliance with Davis-Bacon.
If applicable, Developer and its general contractor and all lower tier
subcontractors will comply with the Davis-Bacon Act as described in Section 14.14 and
Exhibit "H" — Davis-Bacon of this Contract
8.6 Developer Procurement Standards.
Developer shall ensure that procurement of materials and services is done in a
cost effective manner. Developer shall comply with all applicable federal, state and local
laws, regulations, and ordinances for making procurements under this Contract.
8.7 Copyright and Patent Rights.
No reports, maps, or other documents produced in whole or in part under this
Contract shall be the subject of an application for copyright by or on behalf of Developer.
HUD and City shall possess all rights to invention or discovery, as well as rights in data
which may arise as a result of Developer's performance under this Contract.
8.8 Terms Applicable to Contractors, Vendors and Subcontractors.
Developer understands and agrees that all terms of this Contract, whether
regulatory or otherwise, shall apply to any and all contractors, vendors and subcontractors
of Developer which are in any way paid with HOME Funds or who perform any work in
connection with the project. Developer shall cause all applicable provisions of this
Contract to be included in and made a part of any contract or subcontract executed in the
performance of its obligations hereunder, including its obligations regarding the
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 17
Affordability Requirements and the HOME Regulations during the Affordability Period.
Developer shall monitor the services and work performed by its contractors, vendors and
subcontractors on a regular basis for compliance with the Affordability Requirements, the
HOME Regulations and Contract provisions. Developer must cure all violations of the
HOME Regulations committed by its contractors, vendors or subcontractors. City
maintains the right to insist on Developer's full compliance with the terms of this
Contract and the HOME Regulations and Developer is responsible for such compliance
regardless of whether actions to fulfill the requirements of this Contract or the HOME
Regulations are talcen by Developer or by Developer's contractors, vendors or
subcontractors. Developer acicnowledges that the provisions of this Section shall survive
the earlier termination or expiration of this Contract and be applicable for the length of
the Affordability Period.
8.9 Payment and Performance Bonds.
Subject to the requirements of 24 CFR Part 85.36, Developer shall furnish City
with payment and perfortnance bonds in a form acceptable to City in the amount of the
construction cost for the Development but not less than $1,800,000.00.
9. RECORD KEEPING. REPORTING AND DOCUMENTATION
REQUIREMENTS, RIGHT TO AUDIT.
9.1 Record KeepinE.
Developer shall maintain a record-keeping system as part of its performance of
this Contract and shall promptly provide City with copies of any document City deems
necessary for the effective fulfillment of City's monitoring and evaluation
responsibilities. Speciiically, Developer will keep or cause to be kept an accurate record
of all actions taken and all funds spent, with supporting and back-up documentation as
well as all Tenant Documentation. Developer will maintain all records and
documentation related to this Contract for 5 years after the end of the Affordability
Period. If any claim, litigation, or audit is initiated before the expiration of the 5 year
period, the relevant records and documentation must be retained until all such claims,
litigation or audits have been resolved.
9.1.2 Access to Records.
City and any duly authorized ofiicials of the federal government will have full
access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's
records pertaining to all matters covered by this Contract throughout the Affordability
Period and for 5 years thereafter. Such access shall be during regular business hours and
upon at least 48 hours prior notice.
9.2 Reports.
Developer will submit to City all reports and documentation described in this
Contract in such form as City may prescribe. Developer may also be required to submit a
final performance and/or final financial report if required by City at the termination of
this Contract and/or the termination of the Loan in such form and within such times as
City may prescribe. Failure to submit any report or documentation described in this
Contract to City shall be an event of default of this Contract and City may exercise all of
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FW Hunter Plaza, L.P. Page 18
it remedies for default under this Contract and Loan Documents.
9.3 Chan�e in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its discretion.
City will notify Developer in writing at least 30 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contract reflecting such
change if necessary.
9.4 Citv Reserves the Right to Audit.
City reserves the right to perform an audit of Developer's project operations and
iinances at any time during the term of this Contract or the Affordability Period, if City
determines that such audit is necessary for City's compliance with the HOME
Regulations or other City policies, and Developer agrees to allow access to all pertinent
materials as described herein. If such audit reveals a questioned practice or expenditure,
such questions must be resolved within 15 business days after notice to Developer of
such questioned practice or expenditure. If questions are not resolved within this period,
City reserves the right to withhold further funding under this and/or future contract(s)
with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT
DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR NIISUSED,
MISAPPLIED OR MISAPPROPRIATED HOME FUNDS OR SPENT HOME
FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO
REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT
OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST
CITY BY HUD BECAUSE OF SUCH ACTIONS.
10. REIMBURSEMENT REQUIREMENTS.
Developer shall provide City with Complete Documentation and the following
reports as shown in Exhibit "F" — Reimbursement Forms with each Reimbursement
Request:
10.1 Attachment I — Invoice.
This report shall contain the amount requested for reimbursement in the submitted
request, and the cumulative reimbursement requested to date (inclusive of the current
request). This report must be signed by an authorized signatory of Developer. By
signing Attachment I, Developer is certifying that the costs are valid, eligible, and
consistent with the terms and conditions of this Contract, and the data contained in the
report is true and correct.
10.2 Attachment II — Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by Developer.
In order for this report to be complete the following must be submitted:
10.2.1 Invoices for each expense with an explanation as to how the expense
pertains to the project, if necessary; and
10.2.2 Proof that each expense was paid by Developer, which proof can be
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 19
satisfied by cancelled checks, wire transfer documentation, paid receipts or other
appropriate banking documentation.
10.3 Deadline for Submittin� Reimbursement Repuests.
All Reimbursement Requests along with Complete Documentation shall be
submitted by Developer to City within 60 days from each of the deadlines as shown in
Exhibit "C" — Construction and Reimbursement Schedule.
10.4 Withholdin� Pavment.
CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS
OF THE DEADLINES SHOWN IN Exhibit "C" — Construction and
Reimbursement Schedule. In addition, Developer's failure to timely submit
Reimbursement Requests and Complete Documentation along with any required
reports shall be an event of default.
11. DEFAULT AND TERMINATION.
11.1 Failure to Close Construction and Permanent Financing.
11.1.1 If Developer fails to close its construction loan and furnish City proof
of a firm commitment for permanent financing for the project within 1 year of the
Effective Date, this Contract shall automatically terminate without further warning or
opportunity to cure, and with no penalty or liability to City.
11.1.2 In the event of termination under this Section 11.1, all HOME Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited
and Developer shall have no further right to such funds. Any HOME Funds already paid
to Developer must be repaid to City within 30 days of termination under this Section.
Failure to repay such HOME Funds will result in City exercising all legal remedies
available to City under this Contract, the FWHA Declaration and the Loan Documents.
11.2 Failure to Be�in or Complete the Required Improvements
11.2.1 If Developer fails to begin construction on the Required Improvements
within 6 months of the closing of Developer's construction and/or permanent financing,
this Contract shall automatically terminate without further warning or opporiunity to
cure, and with no penalty or liability to City.
11.2.2 If City determines that the Required Improvements were not
completed by the Completion Deadline or have failed to pass any of the inspections
described in Section 6.1.1, City shall have the right to terminate this Contract with no
penalty or liability to City, with such termination to be effective immediately upon
written notice. City shall also be entitled to demand repayment of the HOME Funds and
enforce any of the provisions of Loan documents for default.
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11.3 Failure to Submit Complete Documentation Durin� Construction.
11.3.1 If Developer fails to submit Complete Documentation during
construction of the Required Improvements in accordance with Exhibit "C", or if any
report or documentation submitted as part of Complete Documentation is not in
compliance with this Contract or the HOME Regulations as determined by City, City will
notify Developer in writing and Developer will have 15 calendar days from the date of
the written notice to submit or resubmit any such report or documentation. If Developer
fails to submit or resubmit any such report or documentation within such time, City shall
have the right to withhold payments. If such failure continues for an additional 15 days
(a total of 30 days), City shall have the right to terminate this Contract effective
immediately upon written notice of such intent with no penalty or liability to City.
Notwithstanding anything to the contrary herein, City will not be required to pay any
HOME Funds to Developer during the period that any such report or documentation is
not in compliance with this Contract or the HOME Regulations.
11.3.2 If any of Developer's Reimbursement Requests are incomplete or
otherwise not in compliance with this Contract or the HOME Regulations as determined
by City, City will notify Developer in writing of such default and Developer will have 15
calendar days from the date of the written notice to resubmit any such Reimbursement
Request to cure the default. If Developer fails to cure the default within such time,
Developer shall forfeit any payments otherwise due under such Reimbursement Request.
If such failure to resubmit such Reimbursement Request continues for an additional 15
days (a total of 30 days), City shall have the right to terminate this Contract effective
immediately upon written notice of such intent with no penalty or liability to City.
Notwithstanding anything to the contrary herein, City will not be required to pay any
HOME Funds to Developer during the period that any such Reimbursement Request is
not in compliance with this Contract or the HOME Regulations.
ll.3.3 In the event of more than 2 instances of default, cured or uncured,
under Sections 11.3.1 or 11.3.2, City reserves the right at its sole option to terminate this
Contract effective immediately upon written notice of such intent with no penalty or
liability to City.
11.3.4 Notwithstanding anything to the contrary herein, City will not be
required to pay any HOME Funds to Developer during the period that any
Reimbursement Requests, reports or documentation are past due or are not in compliance
with this Contract or the HOME Regulations, or during any period during which
Developer is in default of this Contract.
11.3.5 In the event of termination under this Section 11.3, all HOME Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited
and Developer shall have no further right to such funds. Any HOME Funds already paid
to Developer must be repaid to City within 30 days of termination under this Section.
Failure to repay such HOME Funds will result in City exercising all legal remedies
available to City under this Contract and the Loan Documents.
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11.4 Failure to Submit Required Reports and Documentation During
Affordabilitv Period.
If Developer fails to maintain all records and documentation as required in
Section 9, or fails to submit any report or documentation required by this Contract after
the Required Improvements are completed, or if the submitted report or documentation is
not in compliance with this Contract or the HOME Regulations as determined by City,
City will notify Developer in writing and Developer will have 15 calendar days from the
date of the written notice to obtain or recreate the missing records or documentation, or
submit or resubmit any such report or documentation to City. If Developer fails to
maintain the required reports or documentation, or submit or resubmit any such report or
documentation within such time, City shall have the right to terminate this Contract
effective immediately upon written notice of such intent with no penalty or liability to
City. In the event of termination under this Section 11.4, any HOME Funds paid to
Developer must be repaid to City within 30 days of termination under this Section.
Failure to repay such HOME Funds will result in City exercising all legal remedies
available to City under this Contract and the Loan Documents.
11.5 In General.
Subject to Sections 11.1, 11.2, 11.3 and 11.4, and unless specifically provided
otherwise in this Contract, Developer shall be in default under this Contract if Developer
breaches any term or condition of this Contract. In the event that such a breach remains
uncured after 30 calendar days following written notice by City (or such other notice
period as may be speci�ed herein), or if Developer has diligently and continuously
attempted to cure following receipt of such written notice but reasonably required more
than 30 calendar days to cure, as determined by both Parties mutually and in good faith,
City shall have the right to elect, in City's sole discretion, to terminate this Contract
effective immediately upon written notice of such intent to Developer, or to pursue any
other legal remedies available to City. In the event of termination under this Section
11.5, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall
be immediately rescinded and Developer shall have no further right to such funds and any
HOME Funds already paid to Developer must be repaid to City within 30 days of
termination. Failure to repay such HOME Funds will result in City exercising all legal
remedies available to City under this Contract or the Loan Documents.
11.6 No Funds Disbursed while in Breach.
Developer understands and agrees that no HOME Funds will be paid to Developer
until all defaults are cured to the satisfaction of City.
11.7 No Compensation After Date of Termination.
Developer shall not receive any HOME Funds for work undertaken after the date
of the termination.
11.8 RiEhts of Citv Not Affected.
Termination shall not affect or terminate any of the existing rights of City against
Developer, or which may thereafter accnze because of such default, and this provision
shall be in addition to any and all other rights and remedies available to City under the
law and Loan Documents including, but not limited to, compelling Developer to
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complete the Required Improvements in accordance with the terms of the Contract. Such
termination does not terminate any applicable provisions of this Contract that have been
expressly noted as surviving the term or termination of this Contract.
11.9 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract shall
not operate as a waiver of any subsequent breach of the same or any other term, covenant
or condition hereof.
11.10 Civil Criminal and Administrative Penalties.
Failure to perform all the Contract terms may result in civil, criminal or
administrative penalties, including, but not limited to those set out in this Contract.
11.11 Termination for Cause.
11.11.1 City may terminate this Contract in the event of Developer's default,
inability, or failure to perform subject to notice, grace and cure periods. In the event City
terminates this Contract for cause, all HOME Funds awarded but unpaid to Developer
pursuant to this Contract shall be immediately rescinded and Developer shall have no
further right to such funds and any HOME Funds already paid to Developer must be
repaid to City within 30 days of termination. Failure to repay such HOME Funds will
result in City exercising all legal remedies available to City under this Gontract, the
FWHA Declaration or the Loan Documents.
11.11.2 Developer may terminate this Contract if City does not provide the
HOME Funds substantially in accordance with this Contract.
11.12 Termination for Convenience.
In terminating in accordance with 24 C.F.R. 85.44, this Contract may be
terminated in whole or in part only as follows:
11.12.1 By City with the consent of Developer in which case the Parties shall
agree upon the termination conditions, including the effective date and in the case of
partial termination, the portion to be terminated, or
11.12.2 By Developer upon written notiiication to City setting forth the
reasons for such termination, the effective date, and in the case of partial termination, the
portion to be terminated. In the case of a partial termination, if City determines that the
remaining portion of the Contract to be performed or HOME Funds to be spent will not
accomplish the purposes for which the Contract was made, City may terminate the
Contract in its entirety,
11.13 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, this Contract shall
terminate. In the event of termination under this Section, all HOME Funds are subject to
repayment and/or City may exercise all of its remedies under this Contract, the FWHA
Declaration and the Loan Documents.
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11.14 Notice of Termination under Intercreditor A�reement.
City shall not terminate this Contract without iirst giving notice and opportunity
to cure to the senior lender as required in the Intercreditor Agreement.
12. REPAYMENT OF HOME FUNDS.
All HOME Funds are subject to repayment in the event the project does not meet
the requirements as set out in this Contract or in the HOME Regulations. If Developer
talces any action that (i) results in City receiving a finding from HUD about the
project or (ii) results in the City being required to repay all or any portion of the
HOME Funds to HUD, Developer agrees it will reimburse City for such repayment.
In the event of a finding from HUD, whether or not repayment to HUD is required
of City, Developer agrees it will pay City 10% of the total Loan Amount as
liquidated damages. The Parties agree that City's damages in the event of either (i) or
(ii) happening are uncertain and would be difficult to ascertain and may include an
impact on City's HOME grant or other federal grant funds, in addition to a finding by
HUD or a repayment of grant funds to HUD by City. Therefore, the Parties agree that
payment under this Section of 10% of the total Loan amount by Developer to City is
liquidated damages and not a penalty.
13. MATERIAL OWNERSHIP CHANGE.
Subject to limited partnership transfers with City consent, if ownership of
Developer materially changes after the date of this Contract, City may but is not
obligated to, tertninate this Contract. City has 30 days to make such determination after
receipt of notice from Developer and failure to make such determination will constitute a
waiver. In the event of termination under this Section 13, all HOME Funds awarded but
not yet paid to Developer pursuant to this Contract shall be immediately rescinded and
Developer shall have no further right to such funds. Any HOME Funds already paid to
Developer must be repaid to City within 30 days of termination under this Section.
14. GENERAL PROVISIONS
14.1 Developer an Independent Contractor.
Developer shall operate hereunder as an independent contractor and not as an
officer, agent, servant or employee of City. Developer shall have exclusive control of,
and the exclusive right to control, the details of the work and services performed
hereunder, and all persons performing same, and shall be solely responsible for the acts
and omissions of its officers, members, agents, servants, employees, contractors, tenants,
licensees or invitees.
14.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and
Developer, its ofiicers, members, agents, servants, employees, contractors,
subcontractors, tenants, licensees or invitees, and nothing herein shall be construed as
creating a partnership or joint enterprise between City and Developer. City does not have
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
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the legal right to control the details of the tasks performed hereunder by Developer, its
officers, members, agents, employees, contractors, subcontractors, licensees or invitees.
14.3 Developer Propertv.
City shall under no circumstances be responsible for any property belonging to
Developer, its officers, members, agents, employees, contractors, subcontractors, tenants,
licensees or invitees that may be lost, stolen or destroyed or in any way damaged and
DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND
ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS
OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY.
14.4 Religious Organization.
No portion of the HOME Funds shall be used in support of any sectarian or
religious activity. In addition, there must be no religious or membership criteria for
tenants of a HOME-funded property.
14.5 Venue.
Venue for any action, whether real or asserted, at law or in equity, arising out of
the execution, performance, attempted performance or non-performance of this Contract,
shall lie in state courts in Tarrant County, Texas or the United States District Court for
the Northern District of Texas — Fort Worth Division.
14.6 Governing Law.
This Contract shall be government by and construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, arises
out of the execution, performance or non-performance of this Contract or on the basis of
any provision herein, for any issue not governed by federal law, the choice of law shall be
the laws of the State of Texas.
14.7 Severability.
The provisions of this Contract are severable, and, if for any reason a clause,
sentence, paragraph or other part of this Contract shall be determined to be invalid by a
court or Federal or state agency, board or commission having jurisdiction over the subject
matter thereof, such invalidity shall not affect other provisions which can be given effect
without the invalid provision.
14.8 Written A�reement Entire Agreement.
This written instrument and the Exhibits, Addendums and Attachments attached
hereto, which are incorporated by reference and made a part of this Contract for all
purposes, constitutes the entire agreement by the Parties hereto concerning the work and
services to be performed under this Contract. Any prior or contemporaneous oral or
written agreement which purports to vary the terms of this Contract shall be void. Any
amendments to the terms of this Contract must be in writing and must be executed by the
Parties.
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14.9 Paragraph HeadinEs for Reference Only, No Le�al Si�nificance;
Number.
The paragraph headings contained herein are for convenience in reference to this
Contract and are not intended to deiine or to limit the scope of any provision of this
Contract. When context requires, singular nouns and pronouns include the plural.
14.10 Compliance With All Applicable Laws and Re�ulations.
Developer agrees to comply fully with all applicable laws and regulations that are
currently in effect or that are hereafter amended during the performance of this Contract.
These laws include, but are not limited to:
➢ HOME Investment Partnership Act as set out above
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.)
including provisions requiring recipients of federal assistance to ensure
meaningful access by person of limited English proficiency
➢ The Fair Housing Act, TiYle VIII of the Civil Rights Act of 1968 (42 U.S.C.
Sections 3601 et seq.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as
supplemented by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies
Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA")
> Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.)
and 24 CFR Part 8 where applicable
➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections
4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the
Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.),
related Executive Order 11738 and Environmental Protection Agency
Regulations at 40 CFR Part 15. In no event shall any amount of the assistance
provided under this Contract be utilized with respect to a facility that has
given rise to a conviction under the Clean Air Act or the Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer veriiications of legal
status of its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et
seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections
4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part
40, Appendix A
> Regulations at 24 CFR Part 87 related to lobbying, including the requirement
that certifications and disclosures be obtained from all covered persons
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24
CFR Part 23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 26
standards for new construction projects
➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards
Review
➢
➢
➢
➢
➢
➢
Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
Guidelines of the Environmental Protection Agency at 40 CFR Part 247
For contracts and subgrants for construction or repair, Copeland "Anti-
Kickback" Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5
For construction contracts in excess of $2,000, and in excess of $2,500 for
other contracts which involve the employment of inechanics or laborers,
Sections 103 and 107 of the Contract Work Hours and Safety Standards Act
(40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5
Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as
amended by the Residential Lead-Based Paint Hazard Reduction Act of 1992
(42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35,
subparts A, B, M, and R
Regulations at 24 CFR Part 92, Home Investment Partnerships Program Final
Rule
14.11 HUD-Assisted Proiects and Employment and other Economic
Opportunities; Section 3 Requirements.
14.11.1 Requirement that Law Be Quoted in Covered Contracts. — Certain
Requirements Pertainin� to Section 3 of the Housing and Urban
Development Act of 1968 as Amended (12 U.S.C. Sections 1701 et
seq.) and its Related Regulations at 24 CFR Part 135
If the construction of the Required Improvements will cause the creation of new
employment, training, or contracting opportunities on a contractor or subcontractor level
resulting from expenditure of the HOME Funds, Developer shall comply with the
following and will ensure that its contractors also comply. If the work performed under
this Contract is on a project assisted under a program providing direct Federal iinancial
assistance from HUD, Section 3 of 24 CFR 135.38 ("Section 3") requires that the
following clause, shown in italics, be inserted in all covered contracts ("Section 3
Clause"):
Section to be quoted in covered contracts begins:
"A. Tlie woriz to be performed iinder this contract is subject to the
reqt�irements of Section 3 of Housing ancl Urban Developmen�t Act of
1968, as cz�yzended, 12 U.S.C. section 1701ai (Sectioiz 3). Tlie piirpose of
Sectioi� 3 i.s to ensair•e tl�at employment cznd other ecof�omzc opportainities
generated by HUD assisted or HUD-assisted projects covered by Section
3, sl2czll to tlze grecztest extent feasible, be directe�l to low- and very-low
inconie persons, particttlarly pef•sons who czre recipients of HUD
assrstance for hoirsing.
B. The parties to tl2is contract crgree to co�nply
regulations i�z 24 CFR Pc�rt 135, which implement Section 3
HOME DEVELOPER RENTAL CONTRACT
FW Hunter Plaza, L.P.
with HUD's
As eviderzced
Rev 7-10-13
Page 27
by their ezecution of this contract, the parties to this contract certify that
they are a�nder no contracta�al or other i�npedz�nent that woa�ld prevent
tlzefn from complying witla the Part 135 regicicztions.
C. The contrczctor czgrees to send to eczch labor organization or
�•epresentative of worlcers with which it has a collective bargaining
�agreernent or other iinderstc�nding, if any, a rz�otice advisirig tlie labor
organization or worizers' representatives of the contractor's corn�nitments
ir��der this Section 3 claasse cand will post copzes of the rrotice in
conspicuous plczces c�t tlze work szte where both ernployees c�nd applicafats
for trcaini�zg cznd ernploym�ent positions c�ri see the notzce. Tlz�e notice shall
describe the Section 3 preference, sliall set forth rninirnum rrumber and job
titles subject to hire, availability of apprentzce and trczining positions, tlie
qualifications for eczch; crnd tlze r�c�me c�nd locc�tion of the person(s) taking
applicc�tions for eczch of the positions; and the c�nticipated date the worlc
shall begin.
D. The contractor agrees that it will include this Section 3 clause i�i
evefy sa�bcontract to comply with regulatio�i in 24 CFR Part 135, �ai2d
ccgrees to take appropriate action, as provided iiz c��z czpplicable provision
of the subcontract or zn this Section 3 cic�use, a�pon fznding thczt the
subcontractor is i.n violation of the rega�l�ations in 24 CFR Part 135. The
contrczctor will not subcontrczct with any saibcontractor where it 17as notice
or lnzowledge that the subcontrczctor has been found in violation of
regulations in 24 CFR 135.
E. The contractor will certify that any vacant employment positions,
incla�dzng traini�zg positions that c�re filed: (1) nfter the contractor is
selected but before the contract is executec� aizd (2) with persons other
tl�an tlaose to wl2orn the rega�lc�tions of 24 CFR Pczrt 135. The contractor
will �zot saibcontract tivith czizy szibcontractor where it has notice or
lcraowledge t17at the sa�bcontractor has been foa�nd in violation� of
rega�lations in 24 CFR 135.
F. Noncompliance with HUD's regt�lation in 24 CFR Pc�rt 135 rnczy
result in san�ctions, termination of tlzis co�ztrczct for clef�ault, ancl debczrment
or sa�spension from fi�ture HUD assisted co�ztracts.
G. With respect to tivork perfo�°med in connection with Section 3
covered Indiczn 1��otising assistc�nce, section 7(b) of the Indian Self-
Deter�nination cznd Eclaccatio�z Assistnnce Act (25 U.S.C. section 450e) also
c�pplies to the work to be pefformed under tl�is Contract. Section 7(b)
reqi�ires tl�czt to the greatest extent feasible (i) preference �nd
opportunities for t��ai�iing czncl employrnent shall be given to hiclians, and
(ii) preference in tlze awc�rd of contracts cznd st�bco�ztrczcts slzall be giveri to
Indiczn or�ganizcztzons and Inclian-ow�zed Econornic Enterprises. Parties to
thi�s contract that c�re sa�bject to the provisions of Section 3 and Section
79b) ag�ee to cornply with Section 3 to the maxim�ti�n extent feasible, but
not in c�erogc�tion of cornpliance witlz Section 7(b). "
Section to be quoted in covered contracts ends.
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 28
14.11.2 Developer Responsibilities for Section 3 Requirements.
City and Developer understand and agree that compliance with the provisions of
Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders
of HIJD shall be a condition of the Federal iinancial assistance provided to the project
binding upon City and Developer, and their respective successors, assigns, contractors
and subcontractors. Failure to fulfill these requirements shall subject Developer and its
contractors and subcontractors and their respective successors and assigns to those
sanctions speciiied by the grant agreement through which Federal assistance is provided
and to such sanctions as are specified by 24 CFR Part 135. In order to comply with the
Section 3 requirements, Developer must submit the forms attached hereto as Exhibit "I"
- Section 3 Reporting Forms. Developer's responsibilities include:
14.11.2.1 Implementing procedures to notify Section 3 residents
and business concerns about training, employment, and
contracting opportunities generated by Section 3 covered
assistance;
14.11.2.2 Notifying potential contractors working on Section 3
covered projects of their responsibilities;
14.11.2.3 Facilitating the training and employment of Section 3
residents and the award of contracts to Section 3 business
concerns;
14.11.2.4 Assisting and actively cooperating with the HED
Department in making contractors and subcontractors
comply;
14.11.2.5 Refraining from entering into contracts with contractors
that are in violation of Section 3 regulations;
14.11.2.6 Documenting actions taken to comply with Section 3; and
14.11.2.7 Submitting Section 3 Annual Summary Reports (form
HUD-60002) in accordance with 24 CFR Part 135.90.
14.11.3 Section 3 Reporting Requirements.
In order to comply with the Section 3 requirements, Developer must submit the
forms attached hereto as Exhibit "I" - Section 3 Reporting Forms.
14.11.3.1 Report to City on a quarterly basis all applicants for
employment, and all applicants for employment by
contractors and any subcontractors. This report shall
include name, address, zip code, date of application, and
status (hired/not-hired) as of the date of the report.
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 29
14.11.3.2 Advertise available positions to the public for open
competition, and provide documentation to City with the
quarterly report that demonstrates such open
advertisement in the form of printout of Texas Workforce
Commission posting, copy of newspaper advertisement,
copy of flyers and listing of locations where flyers were
distributed, and the like.
14.11.3.3 Report to the City on a quarterly basis all contracts
awarded by contractors and any subcontractors pertaining
to the project. This shall include name of contractor
and/or subcontractor, address, zip code, and amount of
award as of the date of the report.
14.12 Prohibition A�ainst Discrimination.
14.12.1 General Statements.
14.12.1.1 Developer shall comply with all non-discrimination
requirements of 24 CFR 92.350 and the ordinances
codified at Chapter 17, Article III, Division 4— Fair
Hocrsing of the City Code in the execution, performance
or attempted performance of this Contract. Developer
may not discriminate against any person because of race,
color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual
orientation, gender identity, gender expression, or
transgender, nor will Developer permit its of�cers,
members, agents, employees, or project participants to
engage in such discrimination.
14.12.1.2 This Contract is made and entered into with reference
specifically to the ordinances codified at Chapter 17,
Article III, Division 3- Employme�zt Practices of the City
Code, and Developer hereby covenants and agrees that
Developer, its ofiicers, members, agents, employees and
contractors, have fully complied with all provisions of
same and that no employee, or applicant for employment
has been discriminated against under the terms of such
ordinances by either or its ofiicers, members, agents,
employees or contractors.
14.12.2 No Discrimination in Emplovment during the Performance of this
Contract.
During the performance of this Contract Developer agrees to the following
provision, and will require that its contractors and subcontractors also comply with such
provision by including it in all contracts with its contractors:
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 30
[Contrczctor's or SubcontNactor's Nccn2el will not unlawfully discriminate
against any employee or applicants for employment because of race, color, sex,
gender, religion, national origin, familial status, disability or perceived disability,
sexual orientation, gender identity, gender expression or transgender.
[Contractor's or Sttbcontractor's Nczrnel will take affirmative
action to ensure that applicants are hired without regard to race, color, sex,
gender, religion, national origin, familial status, disability or perceived disability,
sexual orientation, gender identity, gender expression or transgender and that
employees are treated fairly during employment without regard to their race,
color, sex, gender, religion, national origin, familial status, disability or perceived
disability, sexual orientation, gender identity, gender expression or transgender.
Such action shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer, recruihnent or recruitment advertising, layoff or
termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship. f Contractor's or Subcontractor's Name] agrees
to post in conspicuous places, available to employees and applicants for
employtnent, notices setting forth the provisions of this nondiscrimination clause.
fContractor's or Sarbcontractor's Nam.e] will, in all solicitations or
advertisements for employees placed by or on behalf of f Contractor's or
Subcontractor's Namel , state that all qualified applicants will receive
consideration for employment without regard to race, color, sex, gender, religion,
national origin, familial status, disability or perceived disability, sexual
orientation, gender identity, gender expression or transgender.
[Contractor's or Sarbco��tractor's Nnnzel covenants that neither it
nor any of its officers, members, agents, employees, or contractors, while engaged
in performing this Contract, shall, in connection with the employment,
advancement or discharge of employees or in connection with the terms,
conditions or privileges of their employment, discriminate against persons
because of their age or because of any disability or perceived disability, except on
the basis of a bona fide occupational qualiiication, retirement plan or statutory
requirement.
[Contrc�ctor's or Saibcontractor's Na�ne1 further covenants that
neither it nor its officers, members, agents, employees, contractors, or persons
acting on their behalf, shall specify, in solicitations or advertisements for
employees to work on this Contract, a maximum age limit for such employment
unless the speciiied maximum age limit is based upon a bona iide occupational
qualification, retirement plan or statutory requirement.
14.123 Developer's Contractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it and any of its contractors will not unlawfully
discriminate on the basis of disability in the provision of services to the general public,
nor in the availability, terms and/or conditions of employment for applicants for
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 31
employment with, or employees of Developer or any of its contractors. DEVELOPER
WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND
ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS
CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD
CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED
BY THIRD PARTIES, CONTRACTORS OR SUBCONTRACTORS AGAINST
CITY ARISING OUT OF DEVELOPER'S AND/OR ITS CONTRACTORS',
SUBCONTRACTORS' AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO
COMPLY WITH THE ABOVE-REFERENCED LAWS CONCERNING
DISABILITY DISCRIMINATION IN THE PERFORMANCE OF TffiS
CONTRACT.
14.13. Prohibition Against Interest / Conflict of Interest.
14.13.1 Developer shall establish safeguards to prohibit its employees, board
members, advisors and agents from using positions for a purpose that is or gives the
appearance of being motivated by a desire for private gain for themselves or others,
particularly those with whom they have family, business or other ties. Developer shall
disclose to City any conflict of interest or potential conflict of interest described above,
immediately upon discovery of such.
14.13.2 No persons who are employees, agents, consultants, officers or elected
ofiicials or appointed ofiicials of City or of Developer who exercise or have exercised
any functions or responsibilities with respect to activities assisted with HOME funds or
who are in a position to participate in a decision-making process or gain inside
information with regard . to these activities may occupy a HOME Unit, may obtain a
financial interest or beneiit from a HOME-assisted activity, or have an interest in any
contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either
for themselves or those with whom they have family or business ties, during their tenure
or for 1 year thereafter, unless they are accepted in accordance with the procedures set
forth at 24 C.F.R. Part 92.356.
14.13.3 Developer affirms that it will adhere to the provisions of the Texas
Penal Code which prohibits bribery and gifts to public servants.
14.13.4 If applicable, the conflict of interest provisions of 24 CFR Part 85.36
and 24 CFR Part 84.42, respectively, shall apply in the procurement of property and
services by Developer. In all cases not governed by those sections, the provisions of 24
CFR Part 92.356 of the HOME Regulations shall apply.
14.14 Labor Standards.
14.14.1 As applicable, Developer agrees to comply with the requirements of
the Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as
amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C.
327 et seq.) and all other applicable Federal, state and local laws and regulations
pertaining to labor standards insofar as those acts apply to the performance of this
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 32
Contract. Developer agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C.
874 et seq.) and its implementing regulations of the United States Department of Labor at
29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance
with hour and wage requirements of this Contract and HOME Regulations. Such
documentation shall be made available promptly to City for review upon request.
14.14.2 Developer agrees that, except with respect to the rehabilitation or
construction of residential property containing less than 12 units assisted with HOME
funds, all contractors engaged under contract for construction, renovation or repair work
financed in whole or in part with assistance provided under this Contract, shall comply
with Federal requirements adopted by City pertaining to such contracts and with the
applicable requirements of the regulations of the Deparhnent of Labor under 29 CFR
Parts 1, 3, S and 7 governing the payment of wages and ratio of apprentices and trainees
to journey workers; provided that, if wage rates higher than those required under these
regulations are imposed by state or local law, nothing hereunder is intended to relieve
Developer of its obligation, if any, to require payment of the higher wage. Developer
shall cause or require to be inserted in full, in all such contracts subject to such
regulations, provisions meeting the requirements of this paragraph.
14.14.3 If Davis-Bacon is applicable, Developer shall provide City access to
employee payrolls, contractor and subcontractor payrolls and other wage information for
persons performing construction of the Required Improvements. Payrolls must be
submitted to the HED Department with each Reimbursement Request, and must be
available to Housing and Economic Development Department staff upon request. In
addition, Developer shall ensure that City will have access to employees, contractors and
subcontractors and their respective employees in order to conduct onsite interviews with
laborers and mechanics. Developer shall inform its contractors and subcontractors that
City staff or Federal agencies may conduct periodic employee wage interview visits
during construction of the project to ensure compliance.
14.15 Subcontracting with Small and Minoritv Firms, Women's
Business Enterprises and Labor Surplus Areas.
14.15.1 For procurement contracts for $50,000.00 or larger, Developer agrees
to abide by City's policy to involve Minority Business Enterprises and Small Business
Enterprises and to provide them equal opportunity to compete for contracts for
construction, provision of professional services, purchase of equipment and supplies and
provision of other services required by City. Developer agrees to incorporate the City's
BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all
contracts and subcontracts for procurement $50,000.00 or larger, and will further require
all persons or entities with which it so contracts to comply with said ordinance.
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 33
14.15.2 It is national policy to award a fair share of contracts to disadvantaged
business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business
enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly,
affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized
when possible as sources of supplies, equipment, construction and services.
14.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is
applicable to Developer does not excuse or relieve Developer from the requirements or
responsibilities in regard to following the law, nor from the consequences or penalties for
Developer's failure to follow the law, if applicable.
14.17 Assi�nment.
Developer shall not assign all or any part of its rights, privileges, or duties under
this Contract without the prior written approval of City. Any attempted assignment of
same without approval shall be void, and shall constitute a breach of this Contract.
14.18. Ri�ht to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing any proposed
contracts between Developer, its general contractor and subcontractors, including any
lower tier subcontractors engaged in any activity that is funded as part of the construction
of the Required Improvements prior to any charges being incurred.
14.19 Force Maieure
If Developer becomes unable, either in whole or part, to fuliill its obligations
under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances,
acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes,
iires, floods, restraints or prohibitions by any court, board, department, commission or
agency of the United States or of any States, civil disiurbances, or explosions, or some
other reason beyond Developer's control (collectively, "Force Majeure Event"), the
obligations so affected by such Force Majeure Event will be suspended only during the
continuance of such event and the completion date for such obligations shall be extended
for a like period. Developer will give City written notice of the existence, extent and
nature of the Force Majeure Event as soon as reasonably possible after the occurrence of
the event. Failure to give notice will result in the continuance of Developer's obligation
regardless of the extent of any existing Force Majeure Event. Developer will use
commercially reasonable efforts to remedy its inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to Affordability Requirements,
auditing, monitoring, tenant income eligibility, record keeping and reports, City
ordinances, the provisions of Section 6.6 pertaining to the Federal System Award
Management, or any HOME requirements, and any default and enforcement provisions
necessary to enforce such provisions, shall survive the termination of this Contract for the
longer of (i) Syears after the termination date of this Contract, or (ii) 1 year after the
termination of the Affordability Period, and shall be enforceable by City against
Developer.
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 34
15. INDEMNIFICATION AND RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST
ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER HIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE
EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN,
WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY, AND DEVELOPER
HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND
ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND
ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED,
ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE
OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN,
WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER
LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY
INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND
ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY,
ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS
OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR
PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY
ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH
DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS
SECTION INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND
PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN
NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE
SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH.
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 35
LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR
PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO
PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH,
DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT
NEGLIGENCE.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND
SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
16. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer, as a charitable or nonprofit organization, has or claims an immunity
or exemption (statutory or otherwise) from and against liability for damages or injury,
including death, to persons or property, Developer hereby expressly waives its rights to
plead defensively such immunity or exemption as against City. This section shall not be
construed to affect a governmental entity's immunities under constitutional, statutory or
common law.
17. INSURANCE AND BONDING.
Developer will maintain coverage in the form of insurance or bond in the amount
of $1,800,000.00 to insure against loss from the fraud, theft or dishonesty of any of
Developer's officers, agents, trustees, directors or employees. The proceeds of such
insurance or bond shall be used to reimburse City for any and all loss of HOME Funds
occasioned by such misconduct. To effectuate such reimbursement, such fidelity
coverage shall include a rider stating that reimbursement for any loss or losses shall name
the City as a Loss Payee.
Developer shall furnish to City, in a timely manner, and prior to the start of
construction, certiiicates of insurance as proof that it has secured and paid for policies of
commercial insurance as speciiied herein. If City has not received such certificates as set
forth herein, Developer shall be in default of the Contract and City may at its option,
terminate the Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract.
Developer shall maintain, or require its general contractor to maintain, the following
coverages and limits thereof:
Commercial General Liabilitv (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 36
Business Automobile Liability Insurance
$1,000,000 each accident on a combined single-limit basis, or
$250,000 Property Damage
$500,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance policy shall be endorsed to cover "Any Auto" defined as autos owned,
hired and non-owned. Pending 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
Note: Such insurance shall cover employees performing work on any and all
projects including but not limited to construction, demolition, and rehabilitation.
Developer or its contractors shall maintain coverages, if applicable. In the event
the respective contractors do not maintain coverage, Developer shall maintain the
coverage on such contractor, if applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within
30 days following notice to Developer of such requirements.
Developer will submit to City documentation that it, and its general contractor, have
obtained insurance coverage and have executed bonds as required in this Contract prior to
the start of construction.
Where applicable, insurance policies required herein shall be endorsed to include City as
an additional insured as its interest may appear. Additional insured parties shall include
employees, officers, agents, and volunteers of City.
The Worlcers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certiiicate(s) of insurance shall not be construed as
a waiver of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of
Texas by the Department of Insurance or be otherwise eligible and authorized to do
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 37
business in the state of Texas. Insurers shall be acceptable to City insofar as their
iinancial strength and solvency and each such company shall have a current minimum
A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry
standard rating otherwise approved by City.
Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless
otherwise approved by City.
In the event there are any local, federal or other regulatory insurance or bonding
requirements for the project, and such requirements exceed those specified herein, the
former shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages, limits,
and other requirements as those specified herein; and, Developer shall require its
contractors to provide Developer with certificate(s) of insurance documenting such
coverage. Also, Developer shall require its contractors to have City and Developer
endorsed as additional insureds (as their interest may appear) on their respective
insurance policies.
Professional Liability coverage shall be in force and may be provided on a claim's made
basis. This coverage may also be referred to as Management Liability, and shall protect
the insured against claims arising out of alleged errors in judgment, breaches of duty and
wrongful acts arising out of their management duties.
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
18. CERTIFICATION REGARDING LOBBYING.
Developer hereby certiiies, to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on
behalf of Developer, to any person for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, an
ofiicer or employee of Congress in connection with the awarding of any
Federal contract, the making of any Federal grant, the making of any
Federal loan, the entering into of any cooperative agreement and the
extension, continuation, renewal, amendment, or modification of any
Federal contract, grant, loan or cooperative agreement.
If any funds other than federally appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an offcer
or employee of any agency, member of Congress in connection with this
Federal contract, grant, loan or cooperative agreement, Developer shall
complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 38
This certification is a material representation of fact upon which reliance
was placed when this Contract was made or entered into. Submission of
this certiiicate is a prerequisite for making or entering into this Contract
imposed by 31 U.S.C. Section 1352. Any person who fails to file the
required certification shall be subject to a civil penalty of not less than
$10,000.00 and not more than $100,000.00 for each such failure.
Developer shall require that the language of this certiiication be included in
all subcontracts or agreements involving the expenditure of Federal funds.
19. LITIGATION AND CLAIMS.
Developer shall give City immediate notice in writing of any action, including
any proceeding before an administrative agency, filed against Developer in conjunction
with this Contract or the project. Developer shall furnish immediately to City copies of
all pertinent papers received by Developer with respect to such action or claim.
Developer shall provide a notice to City within 10 days upon filing under any bankruptcy
or �nancial insolvency provision of law.
20. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be
effective upon receipt when (i) sent by U.S. Mail with proper postage, certified mail
return receipt requested or by a nationally recognized overnight delivery service; and (ii)
addressed to the other Party at the address set out below or at such other address as the
receiving Party designates by proper notice to the sending Party.
C�tv:
City Attorney's Office
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Vicki Ganske
Telephone: 817-3 92-776 5
Copies to:
Housing and Economic Development Deparhnent
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Assistant Director
Telephone: 817-392-7540
Housing and Economic Development Department
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Leticia Rodriguez, Project Coordinator
Telephone: 817-3 92-7319
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 39
Developer:
FW Hunter Plaza, L.P.
1201 E. 13`h Street
Fort Worth, TX 76102
Attn: Barbara Holston
Telephone: 817-3 3 3-3 400
Copies to:
Coats Rose
3 E Greenway Plaza, Suite 2000
Houston TX 77046
Attn: Andrea Jaffe
Telephone: 713 -653 -7334
21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO
CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken, to enter into this
Contract and to perform the responsibilities herein required.
22. INVESTMENT LIMITED PARTNER'S RIGHT TO CURE.
The Parties agree that the Investment Limited Partner shall have the right, but not
the obligation, to cure any default by or complete any obligation of Developer under the
Loan Documents during the cure period or completion period provided therein, and the
Parties hereto agree to accept any such cure or completion tendered by the Investment
Limited Partner.
23. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
[SIGNATURES APPEAR ON NEXT PAGE]
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 40
o,�,,. �,.,.. �.
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��'" U �``� {� IN WITNESS WHEREOF the Parties have executed 4copies of this Contract to
�•.,...�17.1 f � .��..;.; � 7
b� ���.: � b�' eff�ctive on the last date indi�ated below the Parties' signatures.
� :' _r•'; �. ,).,._� c>' ,r:' IJ
'�� a '`� c� �' ��
��°� o�AT�ST: � CITY OF FORT WORTH
�v :
�� pn�aoa�Q°:�' ,QI , /' / /'
�������.��:��'�t ���'`� . ; Cti � � By: �%�1�1 dO (�e�_---•
� �.
City Secretar( ( Fernando osta, Assistant City Manager
M&C: C-25488 Dat�ed March 20, 2012 Date: /.3
APP VED AS TO FOR}VI-sAND LEGALITY:
�-
Z�L�%�...� ,����-�-����
Vicki S. Ganske, Senior Assistant City Attorney
:
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on � CS � y !(� , 2013 by
Fernando Costa, Assistant City Manager of the Ci�y of Fort Worth, on behalf the City of
Fort
,,,;��aY'P�e�,,,, EVONIA DANIEIS ' ' L����
_:°• �: Notary Public, State of Texos
;,,�,�+�; My Commisslon Explres otary Public, State of Texas
''.rFOF:�;,, July 10, 2017
%��„��„��
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on , 2013 by
Barbara Holston, Secretary of Fort Worth Affordability, Inc., a Texas non-proiit
corporation, Sole Member of FW Hunter Plaza GP, LLC, a Texas limited liability
company, General Partner of FW Hunter Plaza, L.P., a Texas limited partnership, acting
on behalf of such limited partnership.
FW HUNTER PLAZA, L.P.,
a Texas limited partnership
By: FW Hunter Plaza GP, LLC, a Texas
limited liability company, its General
Partner
By: Fort Worth Affordability, Inc., a Texas
non-proiit corporation, its Sole Member
Barbara Holston, Secretary
Date:
�
Notary Public, State of Texas
HOME DEVELOPER RENTAL CONTRACT
FW Hunter Plaza, L.P.
OFFICIAL CtECARD
��'1'lf SECRETA6tV
�'o �VOR'�'H� TX
Rev 7-10-13
Page 41
IN WITN�SS WHEREOF, the Parties have executed 4 copies of this Contract to be
effective on the last date indicated below the Pacties' signatuces.
ATTEST:
City Secretary
M&C: G25488 Dated March 20, 2012
CITY OF FORT WORTH
:
Date:
Fernando Costa, Assistant City Manager
APP�I20V�D AS T� ORM AND L�GALITY:
� % �� , ��L'I��' :�c-
Vicl<i S. Ganske, Senior Assistant City Attorney
FW HUNTER PLAZA, L.P.,
a Texas limited partnership
By: FW Hunter Plaza GP, LLC, a Texas limited
liability company, its General Partner
By: Foct Worth Affordability, Inc., a Texas
non-profit corporation, its Sole Member
By: �6�a�-v
Barbara Holston, Secretary
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 2013 by
Fernando Costa, Assistant City Manager of the City of Fort Worth, on behalf the City of Fort
Worth.
Notaiy Public, State of Texas
STATE OF TEXAS §
COUNTY OF �['� rrn n �' §
This instrument was acknowledged before me on 3',��r a0 , 2013 by Barbara
Holston, Secretaiy of Fort Worth Affordability, Inc., a TeYas non-profit corporation, Sole
Member of FW Hunter Plaza GP, LLC, a Texas limited liability company, General Partner of FW
Hunter Plaza, L.P., a Texas limited partnership, acting on behalf f such limited pactneiship.
;�;M``f�:�;�. EVAC.KEY Notary Public, State eYas
*• '�` MY COMMISSION EXPIRES
=?; August 12, 2013
''��s�„t�''�� - -- - -
HOME DEVELOPER RENTAL CONTRACT Borrower
FW Hunter Plaza, L.P. Signature Page
EXHIBITS:
Exhibit "A" — Project Summary
Exhibit "A-1" — HUD Rent Limits
Exhibit "A-2" — Environmental Mitigation Action (Not Applicable)
Exhibit "B" — Budget
Exhibit "C" — Construction and Reimbursement Schedule
Exhibit "D" — Audit Requirements
Exhibit "E" — Loan Documents
Exhibit "F" — Reimbursement Forms
Exhibit "G" —Project Compliance Report: Rental Housing
Exhibit "H" — Davis-Bacon Requirements
Exhibit "I" — Section 3 Reporting Forms
HOME DEVELOPER RENTAL CONTRACT Rev 7-10-13
FW Hunter Plaza, L.P. Page 42
EXHIBIT "A"
PROJECT SUMMARY - SCOPE OF WORK
FW HUNTER PLAZA, L.P.
DESCRIPTION:
FW Hunter Plaza, LP ("Developer") will use HOME Funds for a portion of the costs to
rehabilitate the Hunter Plaza Apartments located at 605 lst Street, Fort Worth, Texas 76102 in
downtown Fort Worth into a mixed use, mixed income multifamily rental development to be
known as the Hunter Plaza Carlton Residential Apartments. The project consists of the
rehabilitation of an empty 11-story 225 unit multifamily building into a mixed use rental complex
with a total of 164 residential units comprised of 115 affordable units and 49 market rate units.
The complex will have approximately 9,600 square feet of commercial/retail space on the first
floor and 114 one-bedroom and 50 two-bedroom units on the second through the eleventh floors.
In addition, the project will include the new construction of a 4-level garage with up to 186
parking spaces. The complex will include amenities such as a theatre, community room, library,
business center and fitness center.
Developer will be entitled to make Reimbursement Requests as defined in the Contract until 30
days after the Completion Deadline.
In consideration for HOME funds provided through this Contract, Developer agrees to provide
the following information and meet the following requirements:
• Designate 13 Accessible Units in accordance with Section 504 requirements. Of these 13
units, 9 must be accessible to individuals with mobility impairments, and the other 4 must
be accessible to individuals with visual or hearing impairments.
• Designate 14 floating units as HOME Units, comprised of 11 High HOME Units and 3
Low HOME Units. All of the HOME Units will be affordable to low and moderate
income tenants whose incomes are 80% or less of Area Median Income.
• HOME Rents will be charged in accordance with the rents set forth in Exhibit A-1, as
published annually by HUD, and shall not exceed the High HOME Rent limit.
• Submit Exhibit "G" - Project Compliance Report: Rental Housing regarding the
household income, size, race, ethnicity, gender of head of household, disability status, and
rental assistance type at the initial lease-up of any HOME Unit. CITY WILL
WITHHOLD $100,000 OF THE HOME FUNDS UNTIL CITY VERIFIES THAT AT
LEAST 1 HOME UNIT IS LEASED TO A HOME ELIGIBLE HOUSEHOLD.
• If the 14 HOME Units do not qualify as affordable rental housing immediately upon
lease-up or at any time during the Affordability Period. City may invoke any remedies
provided in the Contract or the Loan Documents.
• Submit to City a copy of its annual audit during the Affordability Period.
SPECIFIC PURPOSE:
The specific purpose of this project is to increase the availability of quality, accessible, affordable
housing for low and moderate income City residents in downtown Fort Worth.
PROJECT OBJECTIVES:
The project will provide 164 housing units of which 70% will be affordable to households
earning at or below 60% of AMI and 30% will be market rate. Fourteen units will be designated
as HOME-assisted units.
HOME DEVELOPER RENTAL CONTRACT — EYHIBITS
FW Hunter Plaza, LP
EXHIBIT "A-1"
HUD RENT LIMITS
FW HUNTER PLAZA, L.P.
U.S. DEPARTMENT OF HUD 11/16/2011 STATE: TEXAS
Fort Worth-Arlington, TX HUD Metro FMR Area
LOW HOME RENT LIMIT
HIGH HOME RENT LIMIT
For Information Only;
FAIR MARKET RENT
50% RENT LIMIT
65% RENT LIMIT
---------------- 2012 HOME PROGRAM RENTS ---------------
Efficiency 1-Bdrm 2-Bdrm 3-Bdrm 4-Bdrm 5-Bdrm
606 649 778 900 1003 1108
673* 716* 871* 1136 1248 1358
667 709 863 1153
606 649 778 900
768 824 991 1136
1277
1003
1248
1469
1108
1358
*Published rent limits are established and amended at least annually by HUD.
6-Bdrm
1211
1469
1660
1211
1469
HOME CONSTRUCTION CONTRACT — EXHIBITS
FW Hunter Plaza, LP
EXHIBIT "B"
BUDGET
FW HUNTER PLAZA, L.P.
SOURCES AND USES
Development Name: FW Hunter Plaza, LP
Construc6on or
Rehab.Loan Stage
Priority Amt.
Source # Fundin Descri 6on of Lien Sources Use of Funds Financin Partici ants
1 Conventional Loan
2 Conventional LoanIFHA ` $13,169,300
3 4% Tax Cretlit Equity
4 HOME 2 $1,800,000 ' Gi of Fort Worth
5 Housing Trust Fund
6 TIF Funds $1,800,000 Downtown TIF `
7 Capital Funds $1,750,000 '
8 Land E ui $2,$3Q000 $2,830,OQ0
9 Cash Equi
Other Federal Loan or
10 Grant
11 Other State Loan or Grant
Local Government Loan
12 or Grant
Soft Costs: Financing,
Legal, Organ. & Audit
13 Fees $8,894,300
14 Deferred Develo er Fee $1,250,000'
15 Construction Costs $15,235,000 '
TOTAL
SOURCES
OF FUNDS $ 26,959,300
TOTAL
USES OF
FUNDS ', $ 26,959,300
* The City will withhold $100,000 of its HOME Funds until the City verifies a HOME Unit is leased to a HOME Eligible Household.
These costs will be associated with Hard Construction Cost and/or Final Punch List identified in Exhibit "C".
HOME CONSTRUCTION CONTRACT — EXHIBITS
FW Hunter Plaza, LP
HOME Funds Bud�et
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EXHIBIT "D"
AUDIT REQUIREMENTS
FW HUNTER PLAZA, L.P.
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
AUDIT REQUIREMENTS
Organizations expending $500,000 or more in federal awards (from City of Fort Worth and other funding
sources) during their fiscal years shall obtain either an annual single audit or a program specific audit.
Organizations may have a program specific audit in accordance with OMB Circular A-133, or other standard
set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the
Catalog of Federal Domestic Assistance (CFDA). If funds are spent far more than one federal program, a
single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort
Worth's funding period.
The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit
by the appropriate regulatory body. The CPA shall meet all of the general standards concerning
qualifications, independence, due professional care and quality control as required by Governrnerzt Aaiditing
Standards, including the requirements for continuing professional education and external peer reviews.
Auditor selection must adhere to federal procurement requirements.
A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City
of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list
City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the
CFDA number (OMB A-133 § .310).
The independent auditor's report should include all of the relevant items listed on the "Audit Report
Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance
of the following publications:
Gover•nment Auditing Standar•ds issued by the CompYroller General of the United States, 2003
OMB Circular A-133 as revised 6/30/97 and amended June 2003
OMB Circular A-133 Compliance Supplement
AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not-for-Profit Organizations
Receiving Federal Awards"
Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations
AICPA's Audit Risk Alert "State and Local Governmental Developments"
Goverrzrraent Auditing Stczndards by tJ2e Texas Depc�rtment of Hoarsing c�nd Comma�nity Affairs for Properties
Receiving Low Incorne Housing Tax Credits
All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form
which certifies whether you are subject to a single/program audit. Organizations receiving federal awards
from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency.
The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within
60 days of the end of the organization's iiscal year in the year that the project was completed.
The following items should be submitted to the City of Fort Worth Housing and Economic Development
Department within the required timeframe:
HOME CONSTRUCTION CONTRACT — EXHIBITS
FW Hunter Plaza, L.P.
Due 60 days after or�anization's fiscal vear end in the year that the project was completed: (required for all
subrecipients)
Completed Audit Certification Form
Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit
ep r�od•
Two copies of the entire audit report issued by the CPA
Two copies of any management letter issued by the CPA in conjunction with the audit report
Two copies of management's comments on all findings, recommendations, 8L questioned
costs contained in the audit report and management letter, including a detailed corrective
action plan
Failure to submit any of these items by the required due date may result in holds on current draw
requests, suspension of the organization's contract(s) and eligibility for future funding.
If the organization does not meet the requirements of having a single/program audit conducted, records
must still be kept available for review or audit by City of Fort Worth staff (OMB A-133 Subpart B Sec 200(d).
If additional information is needed concerning the audit requirements, please call (817) 392-6141.
HOME CONSTRUCTION CONTRACT — EXHIBITS
FW Hunter Plaza, L.P.
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
SINGLE AUDIT REPORT CHECKLIST
The Department developed this checklist to help organizations improve the quality and completeness of
audit reports.
General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial
Statements in accordance with Governrnent Aatcliting Standczr•ds
Notes to the General Purpose or Basic Financial Statements of the Organization
A Schedule of Ex_penditures of Federal Awards, including the Department's contract numbers, the total
expended for the federal program, and the CFDA number (OMB A-133 Subpart C Sec 310).
Opinion/Report on Schedule of Expenditures of Federal and State Awards
Report on Compliance and on Internals Control Over Financial Reportin� Based on an Audit of Financial
Statements Performed in Accordance With Govers2mentAzcditing Stafzdards. (OMB A-133 § 505 (b))
Re�ort on Com�liance with Requirements Applicable to Each Major Program and Internal Control over
Compliance in Accordance with OMB Circular A-133. (OMB A-133 § 505 (c))
Schedule of Findin�s and Questioned Costs (OMB A-133 §. SOSd), including: Summary Schedule of Prior Audit
Findings reporting the status of all �ndings included in the prior audit's schedule of iindings and questioned
costs. (OMB A-133 Sec. 315 (a) and (b))
Corrective Action Plan including (OMB A-133 Sec. 315 (c)) name of person responsible for the corrective
action, corrective action planned, anticipated completion date, and explanation and reason if auditee
does not agree with findings or believes correction is not required.
All reports are signed and dated by the auditor
Two copies of the audit reports are submitted
Two copies of the management letter, if issued in conjunction with the audit report. Two copies of
comments by management concerning all findings and recommendations included in
management letter, including a corrective action plan.
HOME CONSTRUCTION CONTRACT — EXHIBITS
FW Hunter Plaza, L.P.
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
Audit Certification Form
Subrecipient:
Fiscal Year Ending: / /
Month Day Year
❑ We have exceeded the federal expenditure threshold of $500,000. We will have our Single Audit or
Program Specific Audit completed and will submit the audit report within nine (9) months after the end of the
audited fiscal year.
❑ We did not exceed the $500,000 federal expenditure threshold required for a Single Audit or a Program
Specific Audit to be performed this fiscal year. (Fill out scheda�le below)
Must be filled out if Single Audit or Program Audit is not r�eqtiiired:
Federal Funds
Pass Through
Federal Grantor Grantor
Total Federal Expenditi�res for this Fiscal Year
Printed Name
Program Name & Contract
CFDA Number Number
Title (Must be CFO, CEO or equivalent)
Authorized Signature (Must be CFO, CEO or equivalent) Phone Number
Date
Expenditures
Failure to submit this or a similar statement or failure to submit a completed single audit package as
described in the audit requirements by the required due date will result in suspension of funding and will affect
eligibility for future funding.
S��bmit tl�is fof•m to d�e Ciry of Fort Worth Hoarsing and Ecofiornic Developn�ent Department witlli�� 60 days after• the end of yo��r
Fiscal year
HOME CONSTRUCTION CONTRACT — EXHIBITS
FW Hunter Plaza, L.P.
EXHIBIT "E"
LOAN DOCUMENTS
FW HUNTER PLAZA, L.P.
HOME CONSTRUCTION CONTRACT — EXHIBITS
FW Hunter Plaza, L.P.
Promissory Note
HOME Funds
Date: July _, 2013
Borrower: FW Hunter Plaza, L.P.
Borrower's Mailing Address:
FW Hunter Plaza, L.P.
1201 E. 13`�' Street
Fort Worth, TX 76102
With a copy to:
Coats Rose
3 E Greenway Plaza, Suite 2000
Houston, TX 77046
Attention: Andrea Jaffe
Lender: City of Fort Worth, a Texas municipal corporation
Place for Payment:
City of Fort Worth Housing a
Attention: Assistant Director
1000 Throckmorton Street
Fort Worth, Tarrant County,
designate in writing.
Principal Amou�
Loan At�thority:
Th,e loan
H(3�IE I
Cranst�n-
USC 127i
Program '
: $1,800,000.00
Department
Texas 76102, or "any other place that Lender may
idenced by this Note (the "Loan") is being made pursuant to the
�stmen� � Partnerships Program authorized under Title II of the
nzalez I�ational Affordable Housing Act of 1990, as amended, 42
et seq. ��`HOME Program") and the HOME Investment Partnerships
ial Rule, as amended, 24 CFR Part 92 et seq. (the "HOME
'1 witf� HOME funds.
Annual Interest Rate: The lesser of 1% or the Applicable Federal Rate ("AFR")
on the date hereof, which is _%
Maturity Date: June 1, 2033
Annual Interest Rate on Matured, Unpaid Amounts: 12%
PROMISSORY NOTE — HOME FUNDS Page 1
FW Hunter Plaza, L.P. rev6-20-13
Terms of Payment:
Payment of the Principal Amount will be deferred and will be due and payable on
the Maturity Date. Interest will accrue on any advance of Loan proceeds under this Note at
the Annual Interest Rate. Interest will be calculated based on a 360 day per year factor
applied to the actual days on which there exists an unpaid principal balance. Interest
shall be due and payable annually beginning January 1, 2016 and continuing annually
each January 1 until January 1, 2033. Interest payments shall be payable to the extent of
available Surplus Cash (as defined below). Interest to the extent not paid from Surplus
Cash shall accumulate from year to year until paid. The Principal Amount and any
accrued, unpaid interest will be payable in full on the Maturity Date. Any payments will
be applied first to accrued interest and the remainder to reduction of the Principal
Amount.
"Surplus Cash" means any Cash remaining ,af�er�{
due or that will be required to be paid unde��'the ter
reimbursement agreement of any senior mo�tgage, in<
amounts required to be deposited in any reserve fu,n��fo
as may be required; and (ii) all other obligations of the�
accrued, unescrowed expenses) approved by the City or
and recording of: (i) an amount equal to the aggregate of
maintained by Borrower; (ii) the greater of Borrower's tc
by Borrower for tenant security deposits; and (iii) all accc
within thirty (30) days aft�r.tk�,e end of the fiscal period.
1) the payment of: (i) all sums
ms of any mortgage, note or
�Uding without limitation, all
�rre��acement or other reserves
project (accounts payable and
�UD, and (2) the segregation
all�s�ec��l funds required to be
�tal �lz��ility or the amount held
unts"and accrued items payable
This Note is �t�e Not�� ���equired in City Secretary Contract No.
between Borrower anc����',ender ���e "Contract") and has been executed and delivered in
accordance with it. The f�nc�� adi��,e�c� b� �,ender are HOME funds and the Contract
requires that the 14 residenti�� rental unifi��assisted with HOME funds located on the
Property (the "HOME Units'�} i�ust qualify and remain affordable rental housing in
accordance with the HOME P�rag���rl and the HOME Regulations for the 15 year
Affordability Period more particularly defined in the Contract. The obligations described
in the Contract pertaining to the HOME Program and the HOME Regulations including
the Affordability Period as well as the Loan evidenced by this Note will be in default if
the HOME Units more particularly described in the Contract do not remain affordable
rental housing for the duration of the Affordability Period, subject to the "next available
unit rule" under the Internal Revenue Code Section 42 (g) (2) (D). In the event of such
default, Lender may invoke any remedies provided in the Contract or the Declaration of
Land Use Restrictions (Restrictive Covenants) in addition to those provided for in the
Leasehold Deed of Trust Security Agreement — Financing Statement once it replaces the
Restrictive Covenants.
Security for Payment:
This Note will be secured by a Leasehold Deed of Trust Security Agreement -
Financing Statement from Borrower to Vicki S. Ganske, Trustee or Leann D. Guzman,
PROMISSORY NOTE — HOME FUNDS Page 2
FW Hunter Plaza, L.P. rev6-20-13
Trustee (the "Deed of Trust") as set forth in the Contract and will cover the personal
property described therein and the following real property:
Being a tract of land out of the A. Robinson Survey, Abstract Number
1289, City Of Fort Worth, Tarrant County, Texas, being all of Lots 1, 2, 3
and 4,Block 64, Fort Worth Original Town Addition, an unrecorded
addition, being all of a tract of land described conveyed to The Housing
Authority of the City of Fort Worth, Texas as evidenced in a Warranty
Deed recorded in Volume 5179, Page 819 of the Deed Records of Tarrant
County, Texas, and all of a tract of land conveyed tt��The Housing
Authority of the City of Fort Worth, Texas as evidenced `in a Special
Warranty Deed recorded in Volume 5179, Page 819, o� ��e Deed Records
of Tarrant County, Texas, and being more parti�ularly described in the
attached Exhibit "A" incorporated herein by referei�ce for all��urposes (the
"Property")
_
:�,.
Other Security for Payment: As set forth in the Contract
Borrower promises to pay to the order of Lender the Principal Amount plus
interest. This Note is payable at the P�ace for Payment and according to the Terms of
Payment. All unpaid amounts are due, �i�° �he Maturity Date. After the Maturity Date,
Borrower promises to pay any unpaid� princi�i�� �balance plus interest at the Annual
Interest Rate on Matured, Unpaid Amount� ��'��;��, _�,
If Borrower defaults in the paymen�of this Note or in the performance of its
obligations under the Contract or the HOME P�rogram or the HOME Regulations or in the
performance of any obligation in any instrument securing or collateral to this Note,
Lender may declare the unpaid principal balan�e, earned interest, and any other amounts
owed on the�Not� �immediately due and payable. Borrower waives all demand for
payment,�presentatio�: �t�� payment, notice of intention to accelerate maturity, notice of
accel�ra��on of maturity, p�c�test, and notice of protest, to the extent permitted by law.
Notwi�hstanding anything to the contrary, if a monetary event of default occurs
under the terms tif�.any of the;�.oan documents, prior to exercising any remedies Lender shall
give Borrower and each of the general and limited partners of the Borrower, as identified in
the Agreement of Lirnited"Partnership dated April 13, 2012, as may be amended from time
to time (the "Partnership Agreement"), simultaneous written notice of such default.
Borrower and each of the general and limited partners on behalf of Borrower shall have a
period of 10 business days after such notice is given within which to cure the default prior to
exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the
contrary, if a non-monetary event of default occurs under the terms of any of the Loan
documents, prior to exercising any remedies, Lender shall give Borrower and each of the
general and limited partners of the Borrower as identified in the Partnership Agreement,
simultaneous written notice of such default. If the default is reasonably capable of being
cured within 30 days, Borrower and each of the general and limited partners on behalf of
Borrower shall have such period to effect a cure prior to exercise of remedies by Lender
PROMISSORY NOTE — HOME FUNDS Page 3
FW Hunter Plaza, L.P. rev6-20-13
under the Loan documents. If the default is such that it is not reasonably capable of being
cured within 30 days, and if Borrower or its general partners or its limited partners on behalf
of Borrower (a) initiates corrective action within said period, and (b) diligently, continually,
and in good faith works to effect a cure as soon as possible, then Borrower or its general
partner or i�s limited partner as the case may be, shall have such additional time as is
reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no
event shall Lender be precluded from exercising remedies if its security becomes or is about
to becom� materially jeopardized by any failure to cure a default or the default is not cured
within 180 days after the first notice of default is given.
Notices provided by Lender to Grantor's general and limited partners shall be
provided to the following:
General Partner
FW Hunter Plaza GP, LLC
1201 E. 13��' Street
Fort Worth TX 76102
Attention: Barbara Holston
Fax: 817-332-4830
With a copy to:
Coats Rose
3 E Greenway Plaza, Suite 2000
Houston, TX 77046 �
Attention: Andrea J�affe°�,,
Fax: 713-89Q=��931 �' '��
Limited Partners `` �.
Ramon Guajardo
1434 North Main St.
Fort Worth TX 76164
Fax: 817-737-8389
Notices given to Grantor's general and limited partners shall be in writing and
delivered to the addresses listed above, or to such other address as they designate by
written notice to Lender. Each such notice or other communication shall be deemed
given or made as follows: If sent by mail, upon the earlier of the date of receipt or 5 days
after deposit in the U. S. Mail, postage prepaid and by certified mail, return receipt
request; and if sent by any other means, upon delivery.
Borrower also promises to pay reasonable attorney's fees and court and other
costs if this Note is placed in the hands of an attorney to collect or enforce the Note.
These expenses will bear interest from the date of default at the Annual Interest Rate on
Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on
demand at the Place for Payment. These expenses and interest will become part of the
debt evidenced by the Note and will be secured by any security for payment.
PROMISSORY NOTE — HOME FUNDS Page 4
FW Hunter Plaza, L.P. rev6-20-13
Interest on the debt evidenced by this Note will not exceed the maximum rate or
amount of non-usurious interest that may be contracted for, taken, reserved, charged, or
received under law. Any interest in excess of that maximum amount will be credited on
the Principal Amount or, if the Principal Amount has been paid, refunded. On any
acceleration or required or permitted prepayment, any excess interest will be canceled
automatically as of the acceleration or prepayment or, if the excess interest has already
been paid, credited on the Principal Amount or, if the Principal Amount has been paid,
refunded. This provision overrides any conflicting provisions in this Note and all other
instruments concerning the debt.
Each Borrower, as applicable, is responsible for all obligations represented by this
Note.
When the context requires, singular nouns at�d pronouns include the plural.
The indebtedness evidenced by this I�tofi��i and shall be subordinate in right of
payment to the prior payment in full of the indebt�;ess �vi�i�nced by a promissory note
� � �
made by Borrower payable to Borrower's construction an�or permanent lenders (the "Senior
Indebtedness") as more particularly described in an �tercreditor and Subordination
Agreement to be entered into between Lender, Borrower�x�a�d the senior lenders (the
"Subordination Agreement"), to the extent and in the manner p�g�ided in the Subordination
Agreement. The Deed of Trust that will secure this Notehs is and shall be subject and
subordinate in all respects=t�Fthe liens, terms, covenants and conditions of the mortgage or
mortgages securing the;��eriio� ��idebtedness as more fully set forth in the Subordination
Agreement. The ngk�tS.and rern�ies of the payee and each subsequent holder of this Note
under the Deed of Trust�,that �ill secure this Note are subject to the restrictions � and
limitations set forth in the S�,b;ordi�i�;�o�Agre�ment. Each subsequent holder of this Note
shall be deer�ed; b'�:�i�tue of s�ch hold�er's ��uisition of the Note, to have agreed to perform
and obse�de all of th� t�ns, cov�nants and conditions to be performed or observed by the
Subordiri�te Lender under �e Subort��a�ion Agreement.
Subjec� to the term� of the Subordination Agreement and any cure periods
provided in th��documents „�videncing the Senior Indebtedness, if there is a default in
payment of any par�t ; f principal or interest of the Senior Indebtedness or a breach of any
covenants contained 'in ,any instruments securing it, the debt evidenced by this Note will
immediately become.payable at the option of Lender. If Borrower fails to perform any of
Borrower's obligations in the promissory note evidencing the Senior Indebtedness or in
any instruments securing same, and to the extent allowed by the Subordination
Agreement, Lender may perform those obligations and be reimbursed by Borrower, on
demand, at the Place for Payment for any amounts advanced, including attorney's fees,
plus interest on those amounts from the date of payment at the Annual Interest Rate on
Matured, Unpaid Amounts. The amount to be reimbursed will be secured by all
instruments securing this Note.
PROMISSORY NOTE — HOME FUNDS Page 5
FW Hunter Plaza, L.P. rev6-20-13
A default exists under this Note if (1) (a) Borrower or (b) any other person liable
on any part of this Note (an "Other Obligated Party") fails to timely pay or perform any
obligation or covenant in any written agreement between Lender and Borrower or such
Other Obligated Party; (2) any warranty, covenant, or representation in this Note or in
any other written agreement between Lender and Borrower or any Other Obligated Party
is materially false when made; (3) a receiver is appointed for Borrower, any Other
Obligated Party, or any property on which a lien or security interest is created as security
(the "Collateral Security") for any part of this Note; (4) any Collateral Security is
assigned for the benefit of creditors other than the holder(s) of the Senior Indebtedness;
(5) a bankruptcy or insolvency proceeding is commenced by Borrower or an Other
Obligated Party; (6) (a) a bankruptcy or insolvency proceedin� is '�ommenced against
Borrower or an Other Obligated Party and (b) the proceeding continues without dismissal
for 90 days, the party against whom the proceeding is, ecjmmenced admits the material
allegations of the petition against it, or an order for rel�ef is ant�ed; (7) any of the
following parties is dissolved, begins to wind up its affairs, is autfior��ed to dissolve or
wind up its affairs by its governing body or persons, or any event occul��, or condition
exists that permits the dissolution or winding up of the affairs of any of:th�'�following
parties: (i) Borrower, or (ii) an Other Obligated Party; and (8) any Collate�'al Security is
materially impaired by loss, theft, damage, levy and execution, issuance of an official
writ or order of seizure, or destruc�tpu, unless it is promptly replaced with insurance
proceeds, collateral security of like kind ari� quality or restored to its former condition.
The execution and delivery of this�iote ar�a ��"#�ed �nder the Contract.
If any provision of this Note confli�ts with any provision of the Contract, the
Deed of Trust or any other document eviden��ng the same transaction between Lender
and Borrower, the provisions of the Contract wi7� govern to the extent of the confliet.
This I�19te°yvil,��be construed under the laws of the state of Texas without regard to
n�
choice-af�law rules o��at�� jurisdiction.
� ���
�� T�,Note is a nonr� ourse obligation of Borrower. Neither Borrower nor any of
its General�� �ar'i�, Limited P� ers nor any other party shall have any personal liability for
repayment of tli���oan desc�bed in the Contract. The sole recourse of Lender under the
Loan documents fo��'epa�t'nent of the Loan shall be the exercise of its rights against the
Security for Payment ' ;��'�
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
PROMISSORY NOTE — HOME FUNDS Page 6
FW Hunter Plaza, L.P. rev6-20-13
THE CONTRACT AND THE NOTE CONSTITUTE THE FINAL
AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
FW HUNTER PLAZA, L.P.,
a Texas limited partnership
By: FW Hunter Plaza GP, LLC, a Texas limited
liability company, its General Partner
By: Fort Wo�th�Affordability, Inc., a Texas
non-nrofit coraoration, its Sole Member
I�
PROMISSORY NOTE — HOME FUNDS
FW Hunter Plaza, L.P.
Barbara Hol�ton, Secretary
Page 7
rev6-20-13
EXHIBIT `A'
LEGAL DESCRIPTION
F3EINC � ir�of ot I�rid situ�t�d in fhe A. �obirrsor� �tirv�y, A�str��t Na. 1�89, ir� ti�e City c�f �tirt Worth, T�rrank
Courity,l`�xas, being all 4P Lots 1� 2, 3 and 4, Block �4, Fort YVorlh qriyinai Towta Adclition, an anr�ard�:d
addition, b�ing ali af a tract �f land, Gpnvey�d to'fh� Housing Autharity of The City pf �a�t Warfh, Tex�s, as
euidenced in a Warranty E7eed, r�carded in Volume 5121, Pag� 677 nf th� L?�ed Records c�f Tarranl Counry,
Tex�s, and ail af a tract �rF I�and, cc�nueyeci #� Th� H�using At�thority vf Th� City af �o►t Worth, Texas, �a
avid�nced in a Speciai Vdarranty Deed, r��rcled in Valum� 51�7�, i��c�e �19 oP Ih+� D�ed Ft�aords eaE ��rrar�t
County, "1'axas, and being n�are parti�ularly describsci as folEaws:
BEGINtVINC at an "X" cut set in a concrefe sidew�ik fc�r khe� ncsrihe�st corner of said �ot 1, same being the
s'nt�rs�cEion af ih� �aulheast rigl�t �af way lirr� r�f 1st Sireef (s railed 6t�' wide r3ght c�f w�y) with tlts sc�uthwes( r1�ht
�f w�y lin� c�f �urn�tf Streat {a calEc�d 80' w€�!e right �fi waY)�
ThIENCE S�uEh 30°00'OGi" East, �Inng the nartheast line nf Lots 1 and 4, ar�d along trre s�uihwes[ rl�h# c+f way
�id�e of sc�id �3umet# Street, � dest�n�e af 2QO,t90 feet tU an "X" r,ut set for #s�a �ast corner oi s�id Ls�k d, sarne beinq
klia intersecll+an of the scruthwast right a� way line of said Burneit SUe�t wtth the natfhwsst right ai wray iine of 2nd
5tre�k (a call�ti 6t3` r,vid� ri�ht af wsY};
THENCE Sauth 60°Q1'57" West, along the southeasf line of said Lats �i and 3, and along the northwest right of
way line r�f said 2�ad Str�et, � ciista�ce of 1�J9.89 fe�t tn � pc�p rivet tc�und far the sauth carnt�r af s�id Lat 3, same
E�eing the east corner af Lt�t i, �lack 1 of'iite Mifl�rs h�9utual F`ira fnsur�nr,e Gqmp�ny of i�xas Adt�itlt�n, �n
Adc3ition ta tP7p City Af �ort Wc�rth. T�xas, aocardirig io ths plat, thereaf �ecord�d in Va1um� 388-'t02, Page t��9 of
the �'(at R��ards of Tar�ant Co�i�ty, T�xas;
TN�NG� Narth 29°�6'1Q" W��t, d��artirrr� ktte narkk�wt�st ri�ht t�i w�y lir�e af saici 2nd Str��t, aitrng th� sputhwest
fir�� c�# ��i� L.�ts � and� 2, artd al�r�g Ih� northe�st line of said Lot 1, Blaek '�, � di�tanca� of 200.CM4 #aei to a
5I8-inch iron rac4 found for iF�e wesi ccrrner af �2id l.o# 2 and th� riorth cari�er af s�`rd Lt�t 'I, Bl��k 1, sam� ais�a
F�eing on ffir� sot�ti7�ast rlghk aF w�y Eine of afores�id 1 st Street;
THENCE N�r#h 6t7°01"57" East, along ihe narthwest line of said Lots 2 a�d t, arfd �afong the southeast right of
way lina of said 1st �kre�t, � disi�nr,a �i 1�9.�i f��� la tt�s �'UiN�` OF �E�fNNINt3 ae�d r�nt�ininc� 0,917 �� �n
�cr� (343,457 �quare fs�t} of I��d.
PROMISSORY NOTE — HOME FUNDS Page 8
FW Hunter Plaza, L.P. rev6-20-13
The Deed of Trust referred to in this Contract will be negotiated between the
Parties, the Investment Limited Partner and Developer's construction and
permanent lenders prior to the closing of Developer's construction loan.
EXHIBIT "F"
REIMBURSEMENT FORMS
FW HUNTER PLAZA, L.P.
HOME CONSTRUCTION CONTRACT — EXHIBITS
FW Hunter Plaza, L.P.
Attachment I
INVOICE
Agency: FW Hunter Plaza, L.P.
Address: 1201 E. 13`t' Street
City, State, Zip: Fort Worth, TX 76102
Project: Hunter Plaza Carleton Residential
Period of Service:
Contractor's Certification: I certify that the costs incuned are valid and consistent with the terms and conditions of
the contract between City and Agency. By signing this invoice, I certify that to the best of my knowledge and belief
the data included in this report is true and accurate. It is acknowledged that the provision of false information could
leave the certifying official subject to the penalties of federal, state, and local law.
Signature and Date:
Name:
Title:
HOME CONSTRUCTION CONTRACT — EXHIBITS
FW Hunter Plaza, L.P.
Attachment II
City of Fort Worth
Housing and Economic Development Department
Expenditure Worksheet
Developer: FW Hunter Plaza, L.P.
Project: Hunter Plaza Carleton Residential Project
Line No: Dat�:; Ckiec�.No;. Payee or Beneficzary*: DesGri tiaii*:. ` A.mount :. :.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Total
*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if
applicable.
HOME CONSTRUCTION CONTRACT — EYHIBITS
FW Hunter Plaza, L.P.
EXHIBIT "G"
PROJECT COMPLIANCE REPORT: RENTAL HOUSING
FW HUNTER PLAZA, L.P.
HOME CONSTRUCTION CONTRACT — EXHIBITS
FW Hunter Plaza, LP
PROJECT COMPLIANCE REPORT: RENTAL HOUSING EXHIBIT "G"
Project Name: ConUact #: Owner Name:
Reportirg Period: From To
# of HOME-Assisted Unfts: _ # of Hgh HOME Units Required: _# of Low HOME Units Required: _
'All datn repoRed should be conafstent with requlrementa deacdbed in coniract and any amendmenta
Low HOME renls may not exceed 30 %ot Ihe ad�usled lixome af houseMlEs at 50°h o( area medlan
Incoma, adjusted lor household sirs arM adjusletl fw tanan4pald W IWas. Addittonaily, low HOME rents
may not excead the High HOME standard (wfilch may be capped by Ihe FMR). Al lease 20%of HOME
units In prajects xvth 5 or more HOME-assisted units must have low HOME rents.
Hlgh HOME rents appty lo all olher HOME-assitad units and are calwlatad as the lesser of Ne Sectlon
B(Choica Voucher) Falr Atarket Renl or 30%of adNsted monthly Income for households at B5%are
madlan Incoma, adjusted for household size, and adNsled for tenanFpaitl utilities.
Bolh sets of rents are publishad by HUD, and bath Ilmil ihe locat contract renl inciudin9 renlel
assistance, eueo� for pro�ecbbased assistanca far Ne low HOA9E renl unlls.
Cetlificatbn: The undersgned, hereby, gives assurance thal to the best of my knowledge end beNef, lhe data induded
in Ihis repotl is Irue and accurate, end'rf is a non-pmfd agency, hes 6een appmved by Iha goveming body of Ihe organizatbn
prior lo submissbn.
This completed a� sgned document sMuld be submitted to the City annualty per your coNrad. A copy should be retained in your files.
Tdle:
SgnaWre:
Da�e:
Phone No
SelecC Selecl Se1ecC
1 Slnqle, nonelderiy 1 Sectlon B 7 WMte e Ameriwn Indian/Alaskan Native 6 While
2Elderly 2HOMETBRA 2BIacWAfricanAmerican 7Aslan&While
9single 301heffederat,slata, 3AJan BBIa<kBWhile
4 Tw paren(s or local assistance 4 Americen IntllaNAlasken Native 9 Amarlwn Indien/Alaskan Native 8 01ack
5 Olher 4 No asslsUnce 5 Nativa HawallaNOther Pacific Islander 10 ONer
EXHIBIT "H"
FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS
FW HUNTER PLAZA, L.P.
HOME CONSTRUCTION CONTRACT — GXHIBITS
FW Hunter Plaza, LP
Federal Labor Standards Provisions u.S. Department of Housing
and Urban Development
Office of Labor Relations
Appllcabllity
The Projeci or Program to which lhe construction work
covered by this contract pertains is being assisled by the
United States of America and the following Federal Labor
Standards Provisions are included in this Contract
pursuant ta the provisions applicabie to such Federal
assistance.
A. 1. (I) Minimum Wages. All laborers and mechanics
employed or working upon the site of the work, will be paid
unconditionally and nol less often than once a week, a�d
without subsequent deduction or rebate on any account
(except such payroil deductions as are permitted by
regulations issued by the Secretary of Labor under the
Copeland Act (29 CFR Part 3), the full amount of wages
and bona fide fringe benefits (or cash equivalents thereof)
due at time of payment computed at rates not less ►han
those contained in the wage determination of the
Secretary of Labor which is attached hereto and made a
part hereof, regardless of any contractuai relationship
which may be alleged to exist between the contractor and
such labore�s and mechanics. Contributions made or
costs reasonably anticipated for bona fide fringe benefits
under Section I(b)(2) of the Davls-Bacon Aci on behalf of
laborers or mechanics are considered wages paid to such
laborers or mechanics, subJect lo the provisions of 29 CFR
5.5(a)(1)(iv); also, regular contributions made or costs
incurred for more than a weekly period (bui not less often
than quarlerly) under pians, funds, or programs, which
cover the particular weekly period, are deemed to be
co�structively made or incurred during such weekiy period.
Such laborers and mechanics shall be paid the appropriate
wage rate and fringe benefits on the wage determination
for the classification of work actually performed, without
regard to skill, except as provided in 29 CFR 5.5(a)(4).
Laborers or mechanics performing work in more than one
classification may be compensaied at the rate specified for
each classification for the time actually worked therein:
Provided, That the employer's payroll records accurately
set forth the time spent in each ciassification in which
work is performed. 7he wage determination (including any
additionel ciassification and wage rates conformed under
29 CFR 5.5(a)(1)(ii) and the Davis-Bacon poster (WH-
1321) shall be posted al all times by the contractor and its
subconUactors at the site of the work in a prominent and
accessible, piace where it can be easily seen by the
workers.
(II) (a) Any class of laborers or mechanics which is not
listed in the wage delermination and wMch is to be
employed under the contract shall be ciassified in
conformance with the wage determination. HUD shall
approve an additional classification and wage rate and
fringe benefits therefor only when the following criteria
have been met:
(1 � The work to be performed by the classification
requested is not performed by a classification in the wage
determination; and
(2) The classification is utilized in the area by the
constr�ction i�dustry; and
(3) The proposed wage rate, including any bona fide
fringe benefits, bears a reasonable relationship to the
wage rates contained in the wage determinaiion.
(b) If the contractor and the laborers and mechanics to be
empioyed in the classification (if known), or their
representatives, and HUD or its designee agree on the
classification and wage rate (including the amount
designaled (or fringe benefits where appropriate), a report
of the action taken shall be sent by HUD or its designee io
the Administrator of the Wage and Hour Division,
Employmenl Standards Adminisiration, U.S. Department of
Labor, Washington, D.C. 20210. The Administrator, or an
authorized representative, will approve, modify, or
disapprove every additional classitication action within 30
days of receipt and so advise HUD or its designee or wiil
notify HUD or its designee within the 30-day period that
additional time is necessary. (Approved by the Otfice of
Management and Budget under OMB control number 1215-
0140.)
(c) In the event the contractor, the laborers or mechanics
to be employed in the classification or their
representatives, and HUD or its designee do not agree on
the proposed classification and wage rate (including the
amount designated for fringe beneflts, where appropriate),
HUD or its designee shall refer the questions, including
the vlews of ail interested parties and the recommendation
ot HUD or its designee, to the Administrator for
determination. The Administrator, or an authorized
representative, will issue a determination within 30 days of
receipt and so advise HUD or its designee or will notify
HUD or its designee within the 30-day period that
additional time is necessary. (Approved by the Office of
ManagemeM and Budget under OMB Control Number
1215-014Q.)
(d) The wage rate (including fringe benefits where
appropriate) determined pursuant to subparagraphs
(1)(ii)(b) or (c) of this paragraph, shall be paid to all
workers performing work in the classification under this
contract from lhe first day on which work is performed in
ihe classification.
(I11) Whenever the minimum wage rale p�escribed in the
contract for a class of laborers or mechanics includes a
fringe benefit which is not expressed as an hourly rate, the
contractor shall either pay lhe benefit as staled in the
wage determination or shali pay another bona fide fringe
benefit or an hourly cash equivalent thereof.
(iv) If the contractor does not make payments to a trustee
or other third person, the contractor may consider as part
torm HUD-4010 (06/2009)
Previous editlons are obsolete Page 1 of 5 ref. Handbook 1344.1
of the wages of any laborer or mechanic the amount of any communicated in writing to the laborers or mechanics
costs reasonabiy anticipated in p�oviding bona fide fringe affected, and records which show the costs anticipated or
benefits under a plan or program, Provided, That the the actuai cost incurred in providing such benefits.
Secretary of Labor has found, upon the written request o( Contractors employing apprentices or trainees under
the contractor, that the applicabie standards oi the Davis- approved programs shall maintain written evidence of the
Bacon Act have been met. The Secretary of Labor may registration of apprenticeship programs and certification of
require the contractor to set aside in a separate account trainee programs, the registration of the apprentices and
assets for the meeting of obligations under the pian or trainees, end the ratios and wage rates prescribed in the
program. (Approved by the Office of Management and applicabie programs. (Approved by the Office of
Budget under OMB Control Number 1215-0140.) Management and Budget under OMB Control Numbers
2. Wlthhoiding. HUD or its designee shall upon its own 1215-0140 and 1215-0017.)
action or upon written requesi of an authorized (II) (a) The contractor shall submit weekly for each week
representative of the Department of l.abor withhold or in which any contract work is performed a copy oi ail
cause to be withheld from the contractor under this payrolis to HUD or its deslgnee if the agency is a party to
contract or any other Federal contract with the same prime the contract, but if the agency is not such a party, the
contractor, or any other Federally-assisted contract contractor will submit the payrolls to the applicant
subject to Davis-Bacon pcevaiting wage requirements, sponsor, or owner, as the case may be, for transmission to
which is held by the same prime contractor so much of the HUa or its designee. The payroils submftted shall set out
accrued payments or advances as may be considered accurately and completely all of the information required
necessary to pay laborers and mechanics, including to be maintained under 29 CFR 5.5(a)(3)(i) except that full
apprentices, trai�ees and helpers, employed by the social security numbers and home addresses shall not be
contractor or any subco�tractor the full amount of wages included on weekly transmittals. Instead the payrolls shall
required by the contract In the event ot failure to pay any only need to inciude an individually identifying number for
laborer or mechanic, including any appre�tice, trainee or each employee (e.g., the last four digits of the employee's
helper, employed or working on the site of the work, all or social security number). The required weekly payroll
part of the wages required by the contract, HUD or its information may be submitted in any form desired.
designee may, after writien notice to the contractor, Optional Form WH-347 is available for this purpose from
sponsor, applicant, or owner, take such action as may be the Wage and Hour Division Web site at
necessary to cause the suspension of any further �fA://www.dol.gov/esa/whd/forms/wh347instr.htm or its
payment, advance, or guarantee of funds until such successor site. The prime contractor is responsible for
violations have ceased. HUD or its designee may, after the submissio� of copfes of payrolis by all subcontractors.
writte� nolice to the contractor, disburse such amounts Contractors and subcontractors shall maintain the fuli
withheld for and on account of the contractor or soeial security number and current address oi each
subconlracior to the respective employees lo whom they covered worker, and shall provide them upon request to
are due. The Comptroller General shall make such HUD or its designee it the agency is a party to the
disbursements in the case of direct Davis-Bacon Act contract, but if ihe agency is not such a party, the
contracts. contractor wili submit the payrolls to the applicant
3. (I) Payrolls and basic records. Payrolis and basic sponsor, or owner, as the case may be, for transmission to
records retating thereto shall be maintained by the HUD or its designee, the contractor, or the Wage and Hour
contractor during the course of the work preserved for a Oivision of the Department oi �abor for purposes of an
period of three years thereafter for ali laborers and i�vestigation or audit of compliance with prevailing wage
mechanics working al the site of the work. Such records requirements. It is not a violation of this subparagraph for
shall contain the name, address, and social security a prime contractor to require a subcontractor to provide
number of each such worker, his or her correct addresses and social security numbers to the prime
classification, hourly rates of wages paid (including rates contractor for its own records, wilhout weekly submission
of contributions or costs anticipated for bona tide fringe to HUD or its designee. (Approved by the Office of
benefits or cash equivalents thereof of the types described Management and Budget under OMB Control Number
in Section I(b)(2)(B) of the Davis-bacon Acl), daity and 1215-0149.)
weekly number of hours worked, deductions made and (b) Each payroll submitted sha�l be accompanied by a
actual wages paid. Whenever the Secretary of Labor has "Statement of Compiiance," signed by the contractor or
found under 29 CFR 5.5 (a)(1)(iv) that the wages of any subcontractor or his or her agent who pays or supervises
laborer or mechanic include the amount of any costs the payment of the persons employed under the contract
reasonably anticipated in providing benefits under a plan and shall certify the following:
or program descrfbed in Section I(b)(2)(B) of the Davis- (�� 7hat the payroll for the payroll period contains the
Bacon Act, the contractor shali maintain records which information requfred to be provided under 29 CFR 5.5
show that the commitment to provide such benefits is
enforceable, that the (a)(3)(ii), the appropriate information is being maintained
pla� or program is financially under 29 CFR 5.5(a)(3)(f), and that such informalion is
responsible, and that the plan or program has been correct and complete;
Previous edilions are obsolete fortn HUD-4Q10 (06l2009)
Page 2 of 5 ref. Handbook 1344.1
(2) That each laborer or mechanic (including each helper,
apprentice, and trainee) employed on ihe contract during
the payroll period has been paid the fuii weekly wages
earned, without rebate, either directly or indireCtly, and
that no deductions have been made either directly or
indi�ectly from the full wages earned, other than
permissible deductions as set forth in 29 CFR Part 3;
(3) That each Iaborer or mechanic has been paid not less
than the applicable wage rates and fringe benefits or cash
equivalents for the classification of work performed, as
specified in the applicable wage determination
incorporated into the contract.
(c) The weekly submission of a properly executed
certification set forth on the reverse side of Optional Form
WH-347 shall salisfy the requirement for submission of the
"Statement of Compliance" required by subparagraph
A.3.(ii)(b).
(d) The faisification of any of the above certifications may
subject the contraclor or subcontractor to civil or criminal
prosecution under Section 1001 of Title 18 and Seclion
231 of Title 31 of the United Slates Code.
(III) The contractor or subcontractor shall make the
records required under subparagraph A.3.(i) available for
inspection, copying, or transcription by authorized
representatives of HUD or its designee or the Department
of Labor, and shall permit such representatives to
inte�view employees during working hours on the job. If
the contractor or subcontractor fails to submit the required
records or to make them available, HUD or its designee
may, after written nolice to the coniractor, sponsor,
applicant or owner, take such action as may be necessary
to cause the suspension of any further payment, advance,
or guarantee of funds. Furthermore, failure to submit the
required records upon request or to make such records
availabie may be grounds for debarment action pursuant to
29 CFR 5.12.
4. Apprentices and Tralnees.
is not registered or otherwise employed as stated above,
shali be paid nol less than the applicable wage rate on the
wage determination for the classification of work actually
performed. In addition, any apprentice performing work on
the job site in excess of the ralio permitted under the
registered program shall be paid not less than the
applicable wage rate on the wage determinalion for the
work actually performed. Where a contractor is performing
construction on a project in a locality other than that in
which its program is regisiered, the ratios and wage rates
(expressed in percentages of the journeyman's hourly
rate) specified in the contractor's or subcontractor's
registered program shall be observed. Every apprentice
musl be paid at not less than the rate specified in the
registered program for the apprentice's level of progress,
expressed as a percentage of the journeymen hourly rate
specified in the applicable wage determination.
Apprentices shall be paid fringe benefits in accordance
with the provisions of the apprenticeship program. If the
apprenticeship program does not specify fringe benefits,
apprentices must be paid the full amount of fringe benefits
listed on the wage determination for the appl(cable
classification. If the Administrator determines that a
different practice prevails for the applicabie apprentice
classification, fringes shall be paid in accordance with that
determination. In the event the Office of Apprenticeship
Training, Employer and Labor Services, or a State
Apprenticeship Agency recognized by the Office,
wiihdraws approval of an apprenticeship program, the
contraclor wili no longer be permitted to utilize
apprentices at less than the applicable predetermined rate
for the work performed until an acceptable program is
approved.
(Ii) Trainees. Except as provided in 29 CFR 5.16,
trainees will not be permitled to work at less than the
predetermined rate for the work performed unless they are
employed pursuant ',to and individually registered in a
program which nas received prior approval, evidenced by
formal certification by the U.S. Department of Labor,
Employment and Training Administration. The ratio of
trainees to journeymen on the job site shali not be greater
than permitted under the plan approved by the
Employment and Training Administration. Every lrainee
must be paid at not less than lhe rate specified in the
approved program for the trainee's level of progress,
expressed as a percentage of the journeyman houriy rate
specified in the applicable wage determi�ation. Trainees
shall be paid fringe benefits in accordance with the
provisions of the trainee program. If the trainee program
does not mention fringe benefits, trainees shall be paid
the full amount of fringe benefits listed on the wage
determination unless (he Administrator of the Wage and
Hour Division determines that there is an apprenticeship
program associated with the corresponding journeyman
wage rate on the wage determination which provides for
less than full fringe benefits for apprentices. Any
employee lisied on the payroll at a trainee rate who is not
registered and participating in a training plan approved by
(i) Apprentices. Apprentices will be permitled to work at
less than the predetermined rate for the work they
performed when they are employed pursuant to and
individually registered in a bona fide apprenticeship
program registered with the U.S. Department of l.abor,
Empioyment and Training Administration, Office of
Apprenticeship Training, Employer and Labor Services, or
with a State Apprenticeship Agency recognized by the
Office, or if a person is employed in his or her first 90
days of probationary employment as an apprentice in such
a� apprenticeship program, who is not individualiy
registered in the program, but who has been certified by
the Office of Apprenliceship Training, Employer and Labor
Services or a State Apprenticeship Age�cy (where
appropriate) to be eligible for probationary employment as
an apprentice. The allowable ratio of apprentices to
journeymen on the job site in any craft classification shall
not be greater than the ratio permitted to the contractor as
to the eniire work force under the registered program. Any
worker listed on a payroll al an apprentice wa e rate who
9 �
Previous editio�s are obsolete form HUD-4010 (06/2009)
Page 3 of 5 ref. Handbook 1344.1
the Employment and Training Administration shali be paid
�ot less than the applicable wage rate on the wage
determination for the work actually performed. In addition,
any trainee performing work on ihe job site in excess of
the ratio permitted under the registered program shall be
paid not less than the applicable wage rate on the wage
determination for the work actually performed. In the
event the Employment and Training Adminfstration
withdraws approval of a training program, the contractor
will no longer be permitted lo utilize trainees at less than
the appiicable p�edetermi�ed rate for the work performed
until an acceptable program is approved.
(III) Equal employment opportunity. The utilization of
apprentices, trainees and journeymen under 29 CFR Part 5
shall be in conformity with the equal employment
opportunity requirements of Executive Order 11246, as
amended, and 29 CFR Part 30.
5. Compllance with Copeland Act requirements, The
contractor shall comply with the requirements of 29 CFR
Part 3 which are incorporated by reference in this contract
6. Sudcontracts. The contractor or subconiractor will
inserl in any subcontracts the clauses contained in
subparagraphs 1 through 11 in this paragraph A and such
other clauses as HUD or its designee may by appropriate
instructions require, and a copy of the appiicable
prevaiiing wage decision, and also a clause requiring the
subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible
for ihe compiiance by any subcontractor or lower tier
subcontractor with all the contract clauses in this
paragraph.
7. Co�tract terminatfon; debarment. A breach of the
contract clauses in 29 CFR 5.5 may be grounds for
termination of the contract and for debarment as a
contractor and a subcontractor as provided in 29 CFR
5.12.
8. Compllance wlth Davis-Bacon and Related Act Requlrements.
Ail rulings and interpretations of the Davis-Bacon and
Related Acts contained in 29 CFR Parts 1, 3, and 5 are
herein incorporated by reference in this coniract
8. Dlsputes concerning labor standards. Disputes
arising out of the labor standards provisions of this
contract shall not be subject lo the general disputes
clause of this co�tract. Such disputes shall be resolved in
accordance with lhe procedures of the Department of
Labor sel forth in 29 CFR Parts 5, 6, and 7. Disputes
within the meaning of this ciause include disputes between
the contractor (or any of its subcontractors) and NUD or
its designee, the U.S. Department of Labor, or the
employees or their representatives.
10. (I) Certlflcatlon of Eliglbillty. By entering into this
contract the contractor certifies that neither it (nor he or
she) nor any person or firm who has an interesi in the
contractor's firm is a person or firm ineligible to be
awarded Government contracts by virtue of Seclion 3(a) of
the Davis-Bacon Act or 29 CFR 5.12(a)(1) or to be
awarded HUD contracts or participate in HUD programs
pursuant to 24 CFR Part 24.
(II) No part of this contract shali be subcontracted to any
person or firm ineligible for award of a Government
contract by virtue of Section 3(a) of the Davis-Bacon Acl
or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or
parlicipate in HUD programs pursuant to 24 CFR Part 24.
(Ilf) The penalty for making false statements is prescribed
in the U.S. Criminal Code, 18 U.S.C. 1001. Additionally,
U.S. Criminal Code, Section 1 01 0, Title 18, U.S.C.,
"Federal Housing Administration transactions", provides in
part: "Whoever, for the purpose of ... influencing in any
way the action of such Administration..... makes, utters or
publishes any statement knowing the same to be faise.,...
shall be fined not more than $5,000 or imprisoned nol
more than two years, or both."
11. Complalnts, Proceedl�ga, or Testlmony by
Employeea. No laborer or mechanic to whom ihe wage,
salary, or other labor standards provisions of this Contract
are applicable shall be discharged or in any other manner
discriminated against by the Contractor or any
subcontractor because such empioyee has fiied any
complaint or instituted or caused to be instituted any
proceeding or has testified or is about to testify in any
proceeding under or relaiing to the labor standards
applicable under this Contract lo his employer.
8. Contract Work Hours and 3afety Standards Act The
provisions of this paragraph B are applicable where the amount of the
prime contract exceeds $100,000. As used in this paragraph, the
terms "laborers" and "mechanics" include watchmen and guards.
(1) Overtime requirements. No contractor or subcontractor
contracting for any paR of the contract work which may require or
involve the employment of laborers or mechanics shali require or
permit any such laborer or mechanic in any workweek in which the
individual is employed on such work to woric in excess ot 40 hours in
such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-half times the basic
raie of pay for all hours worked in excess of 40 hours in such
workweek.
(2) Vlolatton; Ilablllty for unpald wages; Ilquldated
damagas. In the event o( any violation of the clause set
forth in subparagraph (1) of this paragraph, the contractor
and any subcontractor responsible therefor shall be liable
for the unpaid wages. In addition, such contractor and
subcontractor shall be liable to the United States (in the
case of work done under contract for the District ot
Columbia or a territory, to such District or to such
territory), for liquidated damages. Such liquidated
damages shall be computed with respect to each individual
laborer or mechanic, including watchmen and guards,
employed in violation of the clause set forlh in
subparagraph (1) of this paragraph, in the sum of $10 for each
calendar day on which such individual was required or permitted to
work in excess of the standard workweek of 40 hours wilhout payment
of the overtime wages required by the clause sel forth in sub
paragraph (1) of this paragraph.
Previous editions are obsolete form HUD-4010 (06/2009)
Page 4 of 5 ref. Handbook 1344.1
(3) Wlthholding for unpeld wages and Ilquldated
damages. HUD or its designee shail upon its own action
or upon written request of an authorized representat(ve of
the Department of Labor withhoid q� cause to be withheld,
from any moneys payable on account of work performed by
the contractar or subcontractor under any such contract or
any other Federal contract with the same prime contract,
or any other Federaily-assisted contract subject to the
Contract Work Hours and Safety Standards Act which Is
held by the seme prime conlractor such sums as may be
determined to be necessa�y to satisfy any Ifabilities of
such contractor or subcontractor for unpaid wages and
liquidated damages as provided Mn the clause set forth in
subparagraph (2) of this peragraph.
(4) Subcontracts. The cont�actor or subcontractor shall
insert In any subcontracts the clauses set forth in
subparagraph (1) through (4) of this paragraph and atso a
clause requiring the subcontractors to include these
clauses in any IOW@F tier su6cantracts. The prime
contractor shall be responsible for compliance by any
subcontractor or lower tier subcont�actor wlth the clauses
set forth in subparagraphs (1) through (4) of this
paragraph.
G. Health and Safety. The provisions of this paragraph C are
applicable where the amouM of the prime contract exceeds $100,OW.
(1} tJo laborer or mechanic shall be required to work In
surroundinga or under working conditions which are
�nsaniiary, hazardous, or dangerous to hls health and
safety as d@termfned under construction safety and healih
standarda promuigated by the Secretary of �abor by
regulation.
(2) The Contractor shall comply with all regulations
issued by the Secretary of Labor pursuant to Tftle 29 Part
1926 and failure to comply mey result in imposition of
sanctions pursuant to the Contract Work Hours and Safety
Standards Act, (Public Law 91-54, 83 Stat 96). 4Q USC
37Q� es sea.
(3) The contractor shall include the provisions of this
pa�agraph in every subcontract so that such provisions will
be binding on each subconiractor. The contractor shali
take such action with respect to any subcontractor as the
Secretary of Housing and Urban Development or the
Secretary of labor shali direct as a means of enforcing
such provisions.
Prewous ed�tions ere obsolete fotm HUD�101Q (f)6/2W9)
Page 5 of 5 re9. Wa►Id�ook 1344.1
Page 1 of 4
General Decision Number: TX130025 01/04/2013 TX25
Superseded General Decision Number: TX20120025
State: Texas
Gonstruction Type: Residential
Counties: Johnaon, Parker and Tarran� Counties in Texas.
12esidential Projects consisting of single family homes and
apartments up•to and including 4 s�ories.
Moditicata.on Number Publication Date
0 01/04/2013
* SUTX1990-020 04/O1/1990
Rates Fringes
CARPENTER (excluding drywall
hanging and form setting).......$ 9.315
CEMEA7T MASON/CONCRETR
FIIVTSHER (Excluding form
setting) .........................$ 9.48
DRYWP.I.,L HANGER ...................$ 9.00
ELECTRICiAN ......................$ 10.214
Form Setter ......................$ 9,194
HVAC MECHANIC (including
duct, excluding pipe work).......$ 8.337
Laborer, common ..................$ 7.25
Painters:
Brush .......................$ 8.85
Spray .......................$ 10.00
PLUMBER (Including HVAC WORK)....$ 10.687
ROOFER, Tncluding Built Up,
Compasition and Single Ply
Roafs ............................$ 8,646
Sheet Ma�al Worker (Excluding
HVAC-duc�. work) ..................$ 14.103
T'ILE SETTER ......................$ 11.50
TRUCIC DRIVEI2 .....................$ 7.25
WELDERS - Receive rate prescribed for cra�t performing
opera�ion to which welding is incidental. _
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WELDERS - Receive rate prescribed �or craft performing
operation to which welfling ia incident•al.
Unlisted classi£a.cations needed for work not included within
the scope of the classifications listed may be added after
award only as pxovided a.n the labor s�andards aontract clauses
(29CFR 5 . 5 (a) (1) (ii) } .
---------------------�-----___--------------__�---------------....
The body of each wage de�ermination lists the classiiication
and wage rates that have been found to be prevailing for the
cited type(s) of construction in the area covered by the wage
detexmination. The classifacations are listed in alphabetical
order o� "identifiers" that inda.ca�e whether the particular
rate is union or non-union.
union Identifiers
An identifier enclosed in dotted lines beginning with
charac�ers other than "SU" deno�es that the union
classi�ication and rate have found to be prevailing tor that
classification. Example: PLUM0198-005 07/01/2011. 'L'he first
four letters , PLUM, indicate the international union and the
�our-digit number, 0198, that iollows indicates �he local union
number or district council number where applicable , i.e.,
Plumbers Local 0].98. The next number, 005 in the example, is
an internal number used in processing the wage determination.
The daCe, 07/01/2011, �ollowing these characters is the
effective date of the most current negotiated ra�e/coll�c�ive
bargaining agreemen� which would be July ]., 2011 in the abave
example.
Union prevaa.ling wage ra�es will be upda�ed to reflect any
changes in th� collective bargaining agreements governing the
ra�es.
0000/9999: weighted union wage rates will be published annually
each January.
Non-Union Identifiers
Classifica�ions listed under an °SU" identifier were derived
from survey data by computing average rates and are not� union
rates; however, the data used in computing these rates may
include both union and non-union data. Example: SULA2004-007
5/x3/2010. SU indicates the rates are no� unioza majority rates,
LA indiCates the Sta�e of Louisiana; 2004 is the year of the
survey; and 007 is an internal number used in producing the
wage determina�ion. A 1993 or later date, 5/7.3/2010, a.ndicates
the classifications and rates under that identifier were issued
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Page 3 of 4
as a General Wage Aetermination on that date.
Survey wage rates will remain in effec� and will not change
unti.l a new survey is condtzcted.
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WAGE DE'FERMTNATION APPEALS PROCESS
1,) Has there been an initial decision in the matter? This can
be:
* an exis�ing publiahed wage determination
* a survey underlyi.ng a wage determination
* a Wage and Hour Division letter setting forth a position on
a wage determinata.on matter
* a conformance {additional classiEication and rate) ruling
On survey related mattexs, initial contact, including requests
for summaries of surveys, shoul@ be with the Wage and Hour
Regional Office for the area in which the survey was conducted
because those Regional Offices have responsibilaty for the
Davis�Bacon survey program. Tf the response fzom this anitial
contact is not satisfactory, then the process descrabed in 2.)
and 3.) should be iollowed.
With regard to any other matter not yet ripe for �.he �ormal
process described h.ere, initial contac� should be with the
Branch of Constxuction Wage Determinations. Write to:
Branch of Construction Wage Aeterminations
Wage and T�iour Aavision
t7.S. Department of Labor
200 Consta.tution Avenue, N.W.
Washington, DC 20210
2.) It' the answer to the questa.on in 1.) is yes, then an
a.n�erested party (those affected by the action) can request
review and reconsideration from the Wage and Hour Administx-ator
(See 29 Ck'R Part 1.8 and 29 CFR Part 7). Write to:
Wage and Hour Administrator
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
The request should be accompanied by a full statement of the
a.nterested parCy�s position and by any iniormation (wage
payment data, project description, area practice material,
etc.) that the requestor considers relevant to the issue.
3.) If �he decision of the Administrator is not favorable, an
interested party may appeal directly to the Adma.nistrata.ve
Review Board (formerly the Wage Appeals Board}. Write to:
Administrative Review Baard
U.S. Department of Labor
200 Constitution Avenue, N.W.
washington, bC 20210
http ://www. wdo l. gov/wdol/scaf'iles/davisb acon/TX25 . dvb7v=0
6/4/2013
Page 4 of 4
4.) All decisions by the Adtninistrative Review Board are final.
END OF GENERAL DECZSTON
http://www.wdol.gov/wdoUscafiles/davisbacon/TX25.dvb?v=0 6/4/2013
EXHIBIT "I"
SECTION 3 REPORTING FORMS
FW HUNTER PLAZA, L.P.
HOME CONSTRUCTION CONTRACT — EXHIBITS
FW Hunter Plaza, LP
Section 3 Summary Report
Economic Opportunities for
Low — and Very Low-Income Persons
Section back of page for Public Reporting Burden statement
EXHIBIT "I"
U.S. Department of Housing
and Urban Development
Office of Fair Housing
And Equal Opportunity
OMB Approval No: 2529-0043
(exp. 11/30/2010)
HUD Fleld O�ce:
Page 1 of 2 form HUD 60002 (6/2001)
Ref 24 CFR 135
` Program Codes 3= Publfc/lndian Housing 4= Home�ess Assistance 8= CDBG State Adminislered
1= Flexibie Subsidy A= Development, 5= HOME 9= Other CD Programs
2= Section 202/811 B= Operelion 6= HOME Stale Administered 10 = Other Nousing Programs
C= Modernization 7= CDBG Entitlement
Part 11: Contracts Awarded
1. Construction Coniracts:
A. Total doliar amount of ali contracts awarded on the project
B. Total doilar amount of contracts awarded to Section 3 businesses
C. Percentage of the total dollar amount that was awarded to Section 3 businesses
D. Total number of Section 3 businesses receiving contracts
2. Non-Construction Contracts:
A. Total doilar amount all non-construction contracts awarded on the projectlactiviry
B. Totai dollar amount of non-construction contracts awarded to Section 3 businesses
C. Percentage of the total dollar amount that was awarded to Section 3 businesses
D. Total number of Section 3 businesses receiving non-construction contracts
Part Itl: Summary
Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing
and community development programs, to the greatest extent feasible, toward low-and very low-income persons, particulariy those who
are recipients of government assistance for housing. (Check all that apply.)
Attempted to recruit low-income residents through: local advertising media, signs prominently displayed at the project site,
contracts with the community organizations and p�blic or private agencies operating within the metropolitan area (or
nonmetropolitan county) in which the Section 3 covered program or project is located, or similar methods.
Participated in a HUD program or other program which promotes the training or employment of Section 3 residents.
Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the
definition of Section 3 business concerns.
Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located.
Other; describe below.
Public reporting for this collection of information is estimated to average 2 hours per response, including the time for reviewing instructions,
searching existing data sources, gaihering and maintaining the data needed, and compieting and reviewing the collection of information.
This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB
number.
Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u, mandates that the Department ensures that
employment and other economic opportunities generated by its housing and community development assistance programs are directed
toward low- and very-low income persons, particularly those who are recipients of government assistance housing. The regulations are
found at 24 CFR Part 135. The information will be used by the Department to monitor program recipients' compliance with Section 3, to
assess the resuits of the DepartmenYs efforts to meet the statutory objectives of Section 3, to prepare reports to Congress, and by
recipients as seif-monitoring tool. The data is entered into a database and will be analyzed and distributed. The collection of information
involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3. The
information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6) of the Fair Housing Act
and Section 916 of the HCDA of 1992. An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB
Circular A-108 are not applicable. The reporting requirements do not contain sensitive questions. Data is cumulative; personal identifying
information is not included.
Page 2 of 2 form HUD 60002 (11/2010)
Ref 24 CFR 135
Form HUD-60002, Section 3 Summary Report, Economic Opportunities for Low- and Very �ow-Income Persons.
Instructions: This form is to be used to report annual
accomplishments regarding empioyment and other economic
opportunities provided to low- and very low-income persons under
Section 3 of the Housing and Urban Development Act of 1968. The
Section 3 regulations appiy to any public and Indian housing
programs that receive: (1) deveiopment assistance pursuant to
Section 5 of the U.S. Housing Act of 1937; (2) operating assistance
pursuant to Section 9 of the U.S. Housing Act of 1937; or (3)
modemization grants pursuant to Section 14 of the U.S. Housing Act
of 1937 and to recipients of housing and community development
assistance in excess of $200,000 expended for: (1) housing
rehabiiitation (including reduction and abatement of lead-based paint
hazards); (2) housing constructio�; or (3) other public construction
projects; and to contracts and subconfracts in excess of $100,000
awarded in connection with the Section-3-covered activity.
Form HUD-60002 has three parts, which are to be completed for
all programs covered by Section 3. Part I relates to employment
and training. The recipient has the option to determine numerical
employmenUtraining goals either on the basis of the number of hours
worked by new hires (columns B, D, E and F). Part II of the form
relates to contracting, and Part III summarizes recipients' efforfs to
comply with Section 3.
Recipients or contractors subject to Section 3 requirements must
maintain appropriate documentatio� to establish that HUD financial
assistance for housing and community development programs were
directed toward low- and very low-income persons.' A recipient of
Section 3 covered assistance shali submit one copy of this report to
HUD Headquarters, Office of Fair Housing and Equal Opportunity.
Where the program providing assistance requires an annual
performance report, this Section 3 report is to be submitted at the
same time the program performance report is submitted. Where an
a�nual performance report is not required, this Section 3 report is to be
submitted by January 10 and, if the project ends before December 31,
within 10 days of project completion. Only Prime Recipients are
required to report to HUD. The report must inc/ude
accomplishments of all recipients and their Section 3 covered
conGactors and subcontractors.
HUD Field Office: Enter the Field Office name .
1. Recipient: Enter the name and address of the recipient
submitting this report.
2. Federal Identification: Enter the number that appears on the
award form (with dashes). The award may be a grant,
cooperative agreement or contract.
3. Dollar Amount of Award: Enter the dollar amount, rounded to the
nearest dollar, received by the recipient..
4& 5. Contact Person/Phone: Enter the name and telephone number
of the person with knowledge of the award and the recipient's
implementation of Section 3.
6. Reporting Period: Indicate the time period (months and year)
this report covers.
7. Date Report Submitted: Enter the appropriate date.
Program Code: Enter the appropriate program code as listed at
the bottom of the page.
Program Name: Enter the name of HUD Program corcesponding
wiih the "Program Code" in number 8.
Part I: Employment and Training Opportunities
Column A: Contains various job categories. Professionals are
defined as people who have special knowledge of an occupation (i.e.
supervisors, architects, surveyors, pianners, and computer
programmers). For construction positions, list each trade and provide
data in columns B through F for each trade where persons were
employed. The category of "Other' includes occupations such as
service workers.
Column B: (Mandatory Field) E�ter ihe number of new hires for
each category of workers identified in Coiumn A i� connection with
this award. New hire refers to a person who is not on the contractor's
or recipienYs payroll for employment at the time of seiection for the
Section 3 covered award or at the time of receipt of Section 3 covered
assistance.
Column C: (Mandatory Field) Enter the number of Section 3 new
hires for each category of workers ide�tified in Column A in
connection with this award. Section 3 new hire refers to a Section 3
resident who is not on the contractors or recipienYs payroli for
employment at the time of selection for the Section 3 covered award or
at the time of receipt of Section 3 covered assistance.
Column D: Enter the percentage of all the staff hours of new hires
(Section 3 reside�ts) in connection with this award.
Column E: Enter the percentage of the totai staff hours worked for
Section 3 employees and trainees (includi�g new hires) connected
with this award. include staff hours for part-time and fu�l-time
positions.
Column F: (Mandatory Field) Enter the number of Section 3
residents that were trai�ed in connection with this award.
Part ii: Contract Opportunities
Block 1: Construction Contracts
Item A: Enter the total doilar amount of all contracts awarded on the
projecUprogram.
Item B: Enter the total dollar amount of contracts connected with this
projecUprogram that were awarded to Section 3 businesses.
Item C: Enter the percentage of the totai doilar amount of contracts
connected with this projecUprogram awarded to Seciion 3 businesses.
Item D: Enter the number of Section 3 businesses receiving awards.
Block 2: Non-Construction Contracts
Item A: Enter the total dollar amount of all contracts awarded on the
project/program.
Item B: Enter the total dollar amount of contracts connected with this
project awarded to Section 3 businesses.
Item C: Enter the percentage of the total dollar amount of contracts
connected with this projecUprogram awarded to Section 3 businesses.
Item D: Enter the number of Section 3 businesses receiving awards.
Part III: Summary of Efforts — Self -expianatory
Submit one (1) copy of this report to the HUD Headquarters Office of
Fair Housing and Equal Oppo�tunity, at the same time the
performance report is submitted to the program office. The Section 3
report is submitted by January 10. Include only contracts executed
during the period specified in item 8. PHAs/IHAs are to report all
contracts/s ubcontracts.
' The terms "low-income persons" and very low-income persons" have
the same meanings given the ierms in section 3(b) (2) of the United
States Housing Act of 1937. Low•income persons mean families
(including single persons) whose incomes do not exceed 80 percent of
the median income for the area, as determined by the Secretary, with
adjustments for smaller and larger families, except that
The Secretary may establish income ceilings higher or lower than 80 percent
of the median for the area on the basis of the Secretary's findings such that
variations are necessary because of prevailing Ievels of construction costs
or unusually high- or low-income families. Very low-income persons mean
low-income families (including single persons) whose incomes do not
exceed 50 percent of the median family income area, as determined by the
Secretary with adjustments or smaller and larger families, except that the
Secretary may establish income ceilings higher or lower than 50 percent of
the median for the area on the basis of the Secretary's findings that such
variations are necessary because of unusually high or low family incomes.
Page i form HUD 60002 (11/2010)
Ref 24 CFR 135