HomeMy WebLinkAboutContract 52738-A1 CSC No. 52738-Al
AMENDMENT 1 AND RESTATEMENT OF CITY OF FORT WORTH CONTRACT
52738 BETWEEN THE CITY OF FORT WORTH AND COLUMBIA RENAISSANCE
SQUARE II, L.P.
STATE OF TEXAS §
COUNTY OF TARRANT §
This amended and restated contract("Contract') is made and entered into by and between
the City of Fort Worth (hereafter "City") and Columbia Renaissance Square 11, 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 and moderate income individuals
and families by providing them with affordable housing;
WHEREAS, Developer is a Texas limited partnership consisting of Columbia Renaissance
Square Partners 11, LLC, a Georgia limited liability company, as General Partner; and, RBC Tax
Credit Equity Fund-93, Limited Partnerslup, a Delaware limited partnership , as Investor Limited
Partner, and RBC Community Investments Manager II, Inc., a Delaware corporation as Special
Limited Partner. New Columbia Residential, LLC, a Georgia limited liability company, is the
Managing Member of the General Partner and East 43Fd St., LLC, is a Member of the General
Partner and a Texas certified Historically Underutilized Business;
WHEREAS, Developer proposes to use HOME funds for an eligible project under the
HOME Regulations whereby Developer will construct, develop, own, and operate a new 124-unit
mixed income multifamily rental complex in the City;
WHEREAS, Developer has received an award of 2018 Competitive (9%) Housing Tax
Credits from the Texas Department of Housing and Community Affairs for a portion of the costs
of the development of the project to be commonly known as the Columbia Renaissance Square
Senior Apartments;
OFFICIAL RECORD
HOME DEVELOPER RENTAL CONTRACT CITY SECRETARY
Columbia Renaissance Square II,L.P FT. WORTH, TX
WHEREAS, financing for the Project closed in September 2019, including a loan in the
amount of$700,000.00 from the Fort Worth Housing Finance Corporation for a portion of the
development costs of the project and the Original Loan as described herein;
WHEREAS, due to conditions out of the Parties' control, a portion of the Project's
anticipated funding was not realized, resulting is a financing gap in the amount of$500,000.00;
WHEREAS, the General Partner of the Developer made a $500,000.00 sponsor loan to
address the gap in the financing; and
WHEREAS,it was the intention of the Parties that the sponsor loan would be a temporary
loan that would be refinanced using additional HOME funds when such fiends were available;
WHEREAS,it was understood that as consideration for receiving additional HOME funds,
Developer would be required to provide additional HOME units and execute certain other
documents necessary to comply with HOME regulations and City HOME requirements;
WHEREAS,additional HOME funds have become available for the purpose of refinancing
the sponsor loan, and it has been determined that such refinance is in compliance with HOME
regulations and City HOME requirements;
WHEREAS,it is necessary to amend and restate this Contract to include the new loan using
HOME funds in the amount of $500,000.00 to Developer for the purpose of funding the
construction, development, and completion of the Project("Second HOME Loan"); and
WHEREAS, City citizens and the City Council have determined that the development of
quality, accessible, affordable housing is needed for moderate, low, and very low-income City
citizen.
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
forth the basis upon which the Parties have entered into this Contract.
2. DEFLNITIONS.
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.
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Columbia Renaissance Square H,L.P. Page 2
The Required Improvements must contain 9 Accessible Units. Of these 9 units, 6 must be
accessible to individuals with mobility impairments, and the other 3 must be accessible to
individuals with visual or hearing impairments.
Act means the HOME Investment Partnerships Act at Title I1 of the Cranston Gonzales National
Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq.
Affordable Rent means a rent amount that does not exceed the High HOME Rent limit published
annually by HUD, with adjustment for the bedroom size of the housing unit as more particularly
described on Exhibit"A"—Project Summary.
Affordability Period means the period of time that HOME Units must be leased to HOME
Eligible Households for Affordable Rent.
The Affordability Period for this project is 20 years. The Affordability Period begins on
the date that the project status is changed to"complete"in IDIS.
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 set annually by HUD.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 20020-12-2011, as may be amended from time to time.
Closing means the closing of the acquisition of the Property by Developer.
Complete Documentation means the following documentation as applicable:
1. Attachments I and II, with supporting documentation as follows:
a. Proof of expense: invoices, leases, service contracts or other documentation
showing the nature of the cost and that payment is due by Developer.
h. Proof of payment: cancelled checks, bank statements, or wire transfers necessary
to demonstrate that amounts due by Developer were actually paid by Developer.
2. Other documentation: (i) final lien releases signed by the general contractor or
subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass"
inspections for such work; (iii) documentation to show compliance with BDE or DBE
bidding process for procurement or Contract activities, if applicable; (iv) proof of
contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any
other documents or records reasonably necessary to verify costs spent for the project.
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3. Complete Documentation shall meet the standards described in Exhibit "J" — Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD
Compliance Inspection Report and any other applicable final inspection approval from the City
showing that the Required Improvements have met City and HOME standards.
Completion Deadline means September 30, 2021.
Conversion means the earlier of (i) the date the project's construction financing converts to
permanent financing and begins principal amortization, or(ii) September 30,2021.
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 HOME Regulations, as the same may be extended, amended, restated,
supplemented or otherwise modified. The Parties agree to the use of the Deed of Trust in
substantially the form attached as Exhibit"E"—Loan Documents.The Parties further agree that
there shall be a separate Deed of Trust for each loan provided by City using HOME funds.
Deed Restriction means the recorded deed restriction, covenant running with the land, or
agreement restricting the use of the Property, which imposes the Affordability Requirements
beginning after project completion, as required by 24 CFR Part 92.525(e)(1),which will give the
City the right to require specific performance, among other enforcement rights. The Parties agree
to the use of the Deed Restriction in substantially the form attached as Exhibit "L" Deed
Restriction.
Director means the Director of the City's Neighborhood Services Department.
Effective Date means September 25, 2019. However, it is agreed that the requirements added
through this amendment in regards to the Second HOME Loan shall be effective as of the date of
execution of this Amended and Restated Contract.
Fart Worth Housing Finance Corporation or FWHFC means the Fort Worth Housing Finance
Corporation, a Texas housing finance corporation and public instrumentality of the City of Fort
Worth.
HOME means the HOME Investment Partnerships Program.
HOME Eligible Household means a household whose annual income adjusted for family size
does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical
Guidance for Determining Income and Allowances. The definition of annual income to determine
tenant income eligibility shall be the definition at 24 CFR Part 5.609, as amended from time to
time.
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HOME Fonds means the HOME Program grant funds supplied by City to Developer under the
terms of this Contract, which shall include funds provided through both the Original Loan and
the Second HOME Loan.
HOME Regulations means the HOME Investment Partnerships Program Final Rule 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 16 Home Units. Of these HOME Units, 12 are one-bedroom units
and 4 are two-bedroom units.
High HOME Unit means a unit that must be leased to a High HOME Eligible Tenant for High
HOME Rent. High HOME Units can float among units that are materially similar in number of
bedrooms, square footage, and amenities; however, if the units are not materially similar,then the
High HOME units must be fixed.
This project contains 12 High HOME Units. Of these High HOME Units, 9 are one-
bedroom units and 3 are two-bedroom 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 farm ly size at the time of-initial occupancy does
not exceed 60% of AMI, and(ii) for a tenant who is not the first to occupy a High HOME Unit, a
tenant whose annual income adjusted for family size does not exceed 80%of AMI. Tenant income
must be verified using the most current HUD Income Guidelines and Technical Guidance for
Determining Income and Allowances subject to the income verification requirements of Section
7.2.
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 adjustment for the bedroom size of the
housing unit. High Home Rent may not exceed the maximum rent limitations set by HUD minus
utility allowances as snore particularly described in Section 7.5.4
Housing Tax Credits means the federal housing tax credits allocated by the Texas Department of
Housing and Community Affairs under Section 42(h) of the Internal Revenue Code of 1986, as
amended.
HUD means the United States Department of Housing and Urban Development.
IDIS means Integrated Disbursement Information System,HUD's project tracking system.
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Investor means the entity purchasing the housing tax credits, and any successors and assigns.
Loan Documents means security instruments which Developer or any other party has executed
and delivered to City including without limitation, the City's Original Loan and Second HOME
Loan Promissory Notes and Deeds 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 AMl set by HUD. Tenant income must be verified using the most current
HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject
to Section 7.2 of this Contract.
Low HOME Rent means a rent amount that is no more than 30%of the annual income of a family
at 50% of AMI adjusted for family size. Low Home Rent may not exceed the maximum rent
limitations established by HUD minus utility allowances as more particularly described in Section
7.5.4.
Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant for Low
HOME Rent. Low HOME Units can float among units that are materially similar in number of
bedrooms, square footage, and amenities;however, if the units are not materially similar,then the
Low HOME units must be fixed. If there are more than 5 HOME Units, then 20% of the total
HOME units must be designated as Low.
This project contains 4 Low HOME Units. Of these Low HOME Units,3 are one-bedroom
units, and 1 is a two-bedroom unit.
FWHFC Loan means the funds provided to Developer by FWHFC under the terms of the FWHFC
Loan Documents.
FWHFC Loan Documents means the Lean Agreement, the Promissory Note and the Deed of
Trust securing the FWHFC Loam.
Neighborhood Services Department means the City's Neighborhood Services Department.
Original Loan means the$1,800,000 loan of HOME Funds provided to Developer by City as part
of the Closing under the terms of this Contract and as more particularly described in the Loan
Documents.
Plans means the plans and specifications related to the Required Improvements prepared by the
Developer's architect which have been delivered to and then reviewed and approved by City on or
before the Effective Date, and any and all amendments thereto approved by City.
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Promissory Note means any note in the amount of the HOME Funds executed by Developer
payable to the order of City, as the same may be extended, amended, restated, supplemented or
otherwise modified. The Parties agree to the use of a Promissory Note in substantially the form
attached as Exhibit"E"—Loan Documents.The Parties further agree that there shall be a separate
Promissory Note for each loan provided by City using HOME funds.
Property means the land on which the Required Improvements shall be constructed as more
particularly described in and encumbered by the Deeds of Trust.
Reimbursement Request means all reports and other documentation described in Section 10.
Required Improvements or the project means all the improvements for a 120-unit mixed income
affordable multifamily rental housing project to be constructed on the Property, together with all
fixtures,tenant improvements and appurtenances now or later to be located on the Property and/or
in such improvements. The Required Improvements are commonly known as the Columbia
Renaissance Square Senior Apartments. The current street address of the project is 2801 Moresby
St., Fort Worth,TX 75119.
Second HOME Loan means the $500,000.00 loan of HOME Funds provided to Developer by
City under the terms of this Contract and as more particularly described in the Loan Documents
for the purpose of refinancing the sponsor loan issued at the Closing.
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 i 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.
Stabilization means the earlier of(i) the date the project's senior loan converts to its permanent
phase and begins principal amortization,or(ii) May 31, 2022.
Subordination Agreement means the Subordination Agreements among Developer's
construction and permanent financing lender, Developer, FWHFC and City outlining the relative
priorities of the construction and permanent loan,the FWHFC Loan, and the City's Loans for the
project.
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 copies of paychecks, Social Security and
disability verification letters, interest or rental income statements, retirement income statements,
child support and alimony verification,unemployment benefit letters, and the like for initial tenant
income eligibility verifications, and the tenant income verification required every 6"year of the
Affordability Period. Documentation for tenant income eligibility verifications for other than the
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Columbia Renaissance Square 11,L.P. Page 7
initial lease and the 6th year of the Affordability Period shall be a City-approved income self-
certification form.
3. TERM AND EXTENSION.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and terminates in 3 years unless
earlier terminated as provided in this Contract.
3.2 Extension of Contract.
This Contract may be extended for 2 one-year extensions upon Developer submitting a
request for an extension in writing at least 60 days prior to the end of the Contract tern. The
request for extension shall include the reasons for the extension, and Developer's anticipated
budget,construction schedule and goals 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 shall be in the form of an amendment to this Contract.
3.3 Term of Loan.
The terms of the Original Loan and Second HOME Loan(collectively the"Loans")shall
commence on the date of the respective Promissory Note and terminate(i)for the payment of the
HOME funds,15 years after Stabilization and(ii)for Developer's performance of the Affordability
Requirements, the termination of the Affordability Period, so long as the terms and conditions of
this Contract and the Loan Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide HOME Funds.
4.1.1. City shall provide the Original Loan up to $1,800,000.00 of HOME Funds in the
form of the Loan for part of the cost of acquisition of the Property and construction of the Required
Improvements,under the terms and conditions of this Contract and the Loan Documents.
4.1.2_ City shall provide the Second HOME Loan up to $500,000.00 of HOME Funds in
the form of the Loan for part of the cost of construction of the Required Improvements,under the
terns and conditions of this Contract and the Loan Documents.
4.2 City Will-Monitor.
City will monitor the activities and performance of Developer and any of its contractors,
subcontractors or vendors 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 of Required Imi2rovements.
Developer shall complete the construction of the Required Improvements as described in
Exhibit"A"—Project Summary in accordance with the Plans,the schedule set forth in Exhibit
HOME DEVELOPER RENTAL CONTRACT Rev.7I13122
Columbia Renaissance Square 11,L.P. Page 8
"C" - Construction and Reimbursement Schedule, and the terms and conditions of this
Contract.
5.1.1 Written Cost Estimates Construction Contracts and Construction
Documents.
Developer shall submit any construction contracts and construction documents to City to
show the work to be undertaken for the Required Improvements in sufficient detail that City can
perform all required inspections in accordance with 24 CFR Part 92.251 (a)(2)(iv). City shall
review written cost estimates for the construction of the Required Improvements to determine that
such costs are reasonable. In the event City in its reasonable discretion determines that such costs
are unreasonable,Developer shall revise said costs estimates to City's satisfaction.
5.2 Use of HOME Funds.
5.2.1 Costs in Compliance with HOME Regulations and Contract.
Developer shall be reimbursed for eligible project costs with HOME Funds only if City
determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with the HOME
Regulations.
5.2.1.2 Costs are in compliance with this Contract and are reasonable and
consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted by Developer.
5.2.2 Budget.
Developer agrees that the HOME Funds will be paid on a reimbursement basis in
accordance with Exhibit "B" - Budget and Exhibit 110' - Construction and Reimbursement
Schedule. Developer may increase or decrease line item amounts in the HOME Funds Budget
with the Director's prior written approval,which approval shall be in the Director's sole discretion.
Any such increase or decrease in line items in the Budget shall comply with Section 5.2.1,Exhibit
"A—Project Summary, and shall not increase the total amount of HOME Funds.
5.23 Change in Budget.
5.2.3.1 Developer will notify City promptly of any additional funds it receives
for construction of the project, and City reserves the right to amend this
Contract in such instances to ensure compliance with HUD regulations
governing cost allocation.
5.2.3.2 Developer agrees to utilize the HOME Funds to supplement rather than
supplant funds otherwise available for the project.
5.3 Payment of HOME Funds to Developer.
HOME DEVELOPER RENTAL CONTRACT Rev.7/13/22
Columbia Renaissance Square R,L.P. Page 9
HOME Funds will be disbursed to Developer upon City's approval of Developer's
Reimbursement Requests, including submission of Complete Documentation to City in
compliance with Section 10. As more particularly described in the HOME Funds Budget, City
will hold back $50,000.00 of the HOME Funds until City verifies that all HOME Units has been
leased to HOME Eligible Households. It is expressly agreed by the Parties that any HOME Funds
not reimbursed to Developer shall remain with City.
5.4 Identify Project Expenses Paid with HOME Funds.
Developer will keep accounts and records in such a manner that City may readily identify
and account for project expenses reimbursed with HOME Funds. These records shall be made
available to City for audit purposes and shall be retained as required hereunder.
5.5
paid all 140,N4 E Funds due andef this Gentmc4-, ,.r Shial-1 del"Pler a doeument exeetited by an office
efDevelepeF identif�-ine a4l or-any poFtien of the HOME Funds that Gity has iiet paid to Deyeloper-
Onee City has met all of its obligatieiis for- payment of HOME Fends her-eaoden. an officer-4
Peve4oper-shall sign m aeknowledgement of same.
5.6. Security for Ci 's Interest and Developer's Performance.
To secure City's interest in the Required Improvements and the performance of
Developer's obligations hereunder, Developer shall execute the Loan Documents and record the
Deed of Trust encumbering the Property at the earlier of(i) the acquisition of the Property, or(ii)
the closing of Developer's construction loan with regard to the Original Loan. Developer shall
execute the Loan Documents and record the Second HOME Loan Deed of Trust encumbering
the Property no later than thirty days after the closing on the Second HOME Loan. No HOME
Funds will be paid or reimbursed until the Deed of Trust for that loan is recorded. The City's
interest in preserving the affordability of the HOME Units will be additionally secured by the
Declaration of Land Use Restrictive Covenants ("Ll`TRA) established and enforced by TDHCA
for the Housing Tax Credits. The TDHCA's LURA shall restrict the project and Property to certain
occupancy and rent requirements for a period of 40 years.
5.6.1 Loan Terms and Conditions.
Developer will be required to:
5.6.1.1 Execute and deliver the Deed Restriction, the Promissory Note and
Deed of Trust along with any other Loan Documents required by City.
5.6.1.2 Provide City with a Mortgagee's Policy of title insurance in the amount
of the Loans.
5.6.1.3 Pay all costs associated with Closing the Loans.
5.6.1.4 Provide City with an estimated settlement statement from the title
company at least 3 business days before Closing.
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5.6.1.5 Ensure City's lien is subordinate only to the senior indebtedness
approved by City and the FWHFC Loan,which will be memorialized in
the Subordination Agreement. City must approve in writing any
secured financing for the project that is to be subordinate to the Loan.
It is understood that the Second HOME Loan is subordinate to the
Original Loan as it is a refinance of an approved subordinate sponsor
loan made at the time of the Closing.
5.6.1.6 The term of the Loans shall be as specified in Section 3.3.
5.6.1.7 Interest on the Original Loan during construction shall be 1% and,
beginning at Stabilization, the lesser of the Long Term Applicable
Federal Rate in effect on the date of the Promissory Note, or 1% per
annurn. Payment of principal and interest on the Original Loan shall
be based on a 30 year amortization schedule. Principal and interest shall
be due and payable in annual installments fron Net Cash Flow beginning
12 months after Stabilization and continuing annually thereafter until
the Final Payment Date in the Promissory Note. Any payments will be
applied first to accrued interest and the remainder to reduction of the
principal amount. Provided however, principal and interest are only
payable from 5% of available Net Cash Flow as more particularly
described in the Developer's Amended and Restated Agreement of
Limited Partnership dated September 1, 2019, as may be amended from
time to time. Principal and interest to the extent not paid from Net Cash
Flow shall be deferred and shall be paid out of Developer's Net Cash Flow
in subsequent years. All unpaid principal and accrued and unpaid interest
remaining outstanding shall be paid on or before the Final Payment Date
in the Promissory Note.
5.6.1.8 Interest on the Second HOME Loan during construction shall be 1%
and,beginning at Stabilization, the lesser of the Long Term Applicable
Federal Rate in effect on the date of the Promissory Note, or 1% per
annum. Payment ofprincipal and interest on the Second HOME Loan,
shall be based on a 30 year amortization schedule. Principal and interest
shall be due and payable in annual installments iron Net Cash Flow
beginning 12 months after Stabilization and continuing annually
thereafter until the Final Payment Date in the Promissory Note. Any
payments will be applied first to accrued interest and the remainder to
reduction of the principal amount. Provided however, principal and
interest are only payable from 5% of available Net Cash Flow as more
particularly described in the Developer's Amended and Restated
Agreement of Limited Partnership dated September 1, 2019, as may be
amended from time to time. Principal and interest to the extent not paid
from Net Cash Flow shall be deferred and shall be paid out of Developer's
Net Cash Flow in subsequent years. All unpaid principal and accrued and
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unpaid interest remaining outstanding shall be paid on or before the Final
Payment Date in the Promissory Note.
5.6.1.9 In addition to the Deed Restrictions, the terms of the Loans pertaining
to performance of the Affordability Requirements shall remain in effect
after the Final Payment Date for the remainder of the Affordability
Period to secure Developer's performance of the Affordability
Requirements and all provisions of this Contract pertaining to the
HOME Program.
5.6.1.10 Early repayment of the Loans 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 Deeds of Trust shall secure both repayment of the
HOME Funds and performance by Developer of its obligations under
this Contract during the Affordability Period.
5.6.1.11 Except for permanent loan conversion with Developer's permanent
lender, refinancing by Developer, or any subordinate financing other
than that approved herein or otherwise by City,shall require the review
and prior written approval of City for the purpose of ensuring
compliance with the underwriting and subsidy layering requirements of
the HOME Regulations, which approval shall not be unreasonably
withheld, conditioned or delayed.
5.6.1.12 Default under the FWHFC Loan shall be considered a default of the
Loans and a default of the Loans shall be considered a default of the
FVMFC Loan, subject to any applicable notice and/or cure period
contained in the FVVHFC Loan Documents.
5.6.1.13 Default under the Original Loan shall be considered a default of the
Second HOME Loan and a default under the Second HOME Loan
shall be considered a default under the Original Loan, subject to any
applicable notice and/or cure period contained in the Original Loan's
loan documents.
5.6.1.14 Failure by Developer to comply with this Section 5.6.1 will be an
event of default under this Contract and the Loan Documents.
5.7 Maintain Affordability Re uirements.
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 gU 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
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qualifies as a HOME Eligible Household or fill an empty market rate unit with a HOME Eligible
Household. If either(i) or(ii)takes place and is not cured within the time limits described in
this Section, then Developer shall pay City 10% of the cumulative amount of the Loans 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 way include a finding by HUD, a repayment of funds to I-IUD 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 cumulative amount of the Loans by Developer
to City is liquidated damages and not a penalty.
5.8 Deed Restriction.
Developer shall execute and deliver the Deed Restrictions, which shall secure the
Requirements for the Affordability Period, as required by HUD Regulations. Early repayment of
the Loan shall not relieve Developer of its obligations under the Deed Restrictions,this Contract,
or the HOME Regulations including but not limited to the Affordability Requirements and other
HOME Requirements. The Parties agree that any amendment of the Deed Restrictions to include
the Second HOME Loan shall in no way impair,invalidate,or otherwise affect the enforceability
of the Deed Restrictions.
5.9 Affordabilih, 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, the Deed Restrictions,or any
other mechanism provided by HUD. Any sate or transfer of the project during the Affordability
Period, excluding a transfer due to condemnation or to obtain utility services, may at City's sole
discretion require the repayment of the HOME Funds unless the new owner or transferee
affirmatively assumes in writing the obligations established hereunder for the HOME Units for
whatever time remains of the Affordability Period. Failure of the new owner or transferee to
promptly assume all of Developer's obligations under this Contract,the Loan Documents, and/or
the Deed Restrictions will result in immediate termination of this Contract and any HOME Funds
already paid to Developer must be repaid to City within 30 days of such termination. In addition,
City may pursue any of its remedies under the Loan documents or the Deed Restrictions if the new
owner or 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 or the Completion Deadline shall be an event of default. Subject to
Section 14.19,Developer may not change the Construction Schedule without the Director's prior
written approval,which approval shall be in the Director's reasonable discretion.
6.1.1 Written Cost Estimates. Construction Contracts and Construction
Documents.
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Developer shall furnish City with the written cost estimates, construction contracts and
construction documents(collectively,the"Construction Documents")all of which shall describe
the construction of the Required Improvements in sufficient detail so that City can perform
inspections. City shall review and approve written cost estimates and determine that costs are
reasonable prior to the commencement of construction.
6.1.2 Construction Inspections.
City will conduct progress and final inspections of construction of the project to ensure that
the work is done in accordance with the applicable building codes and the Construction
Documents. The construction of the project must pass a Neighborhood Services Department
Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any
other applicable HUD-required inspections during the construction period, along with any
applicable final inspection approval from the City building inspectors at the Completion of the
construction of the project.
6.2 Applicable Laws,Building Codes and Ordinances.
The Plans 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 l l of the International Residential Code;
(iv) if new construction, must conform to the Model Energy Code published by the Council of
American Building Officials; and (v) must pass a HUD Compliance Inspection Report and
inspection by City's Neighborhood Services Department inspectors.
6.3 Property Standards During Construction.
Developer shall comply with the following as applicable during the construction of the
Required Improvements: (i) the Property Standards in 24 CFR Part 92.251(a), (ii) accessibility
standards under 24 CFR Part 92.251(a)(2)(i), (iii) any City property standards, and (iv) all other
applicable accessibility standards for the project.
6A 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,i, K, M,and R,and the Lead:Renovation,Repair and Painting
Program Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the Required
Improvements.
6.5 Approval of Plans and Specifications by City Not Release of Responsibility,
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of Developer or any of its contractors or subcontractors, or their
respective officers, agents, employees and lower tier subcontractors, for the accuracy or the
competency of the Plans or the Construction Documents, including,but not limited to,any related
investigations, surveys, designs, working drawings and specifications or other documents; or(ii)
an assumption of any responsibility or liability by City for any negligent act, error or omission in
the conduct or preparation of any investigation, surveys, designs, working drawings and
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specifications or other documents by Developer or any of its architects, contractors or
subcontractors, and their respective officers, agents, employees and lower tier subcontractors.
6.6 Contractor Subcontractor and Vendor Reciaireinents.
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, 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. For
purposes of this Contract, the term "vendors" does not include suppliers or materialmen.
Developer acknowledges that 2 CFR Part 200 forbids Developer from hiring or continuing
to employ any contractor, subcontractor or vendor that is fisted as debarred on the Federal
System for Award Management,www.sam.gov ("SAW). Developer must confirm by search
of SAM that all contractors, subcontractors or vendors are not listed by SAM as being debarred,
both prior to hiring and prior to submitting a Reimbursement Request which includes invoices
from any such contractor, subcontractor, or vendor. Failure to submit such proofs of search
shall be an event of default, if not cured within any applicable notice or cure period. 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 such contractor, subcontractor or vendor to immediately stop work on the
project and Developer shall not be reimbursed for any work performed by such contractor,
subcontractor or vendor. However, this Section should not be construed to be an assumption of
any responsibility or liability by City for the determination of the legitimacy, quality, ability, or
good standing of any contractor, subcontractor or vendor.
6.7 Furnish Complete Set of"As Built"Plans.
Developer shall furnish City a complete set of"as built"or marked-up plans for the project
at Ccompletion of construction after all final approvals have been obtained.
6.8 Broadband infrastructure Requirements.
In compliance with the requirements of 24 CFR Part 5.100,Developer shall provide for the
installation of broadband infrastructure,to include cables, fiber optics,wiring, or other permanent
infrastructure, including wireless infrastructure, that is capable of providing access to Internet
connections in individual housing units, and that meets the definition of "advanced
telecommunications capability" determined by the Federal Communications Commission under
Section 706 of the Telecommunications Act of 1996(47 U.S.C. 1302).
7. TENANT AND LEASE RE UI-RMENTS; 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.
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Developer shall maintain Tenant Documentation sufficient to show that the HOME Units are
occupied by HOME Eligible Households. This Section shall survive the earlier termination or
expiration of this Contract and be applicable for the length of the Affordability Period.
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 5th year of the
Affordability Period.
7.2.3 Developer must maintain copies of Tenant Documentation as required under this
Contract.
7.2.4 City will review Tenant Documentation during the Affordability Period as part of
its monitoring.
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 for the initial lease term. If the lease is renewed, tenant and
landlord may agree to a longer or shorter term.
7.3.1.2 Lease may not include agreement by tenant to allow landlord to take,
hold or sell tenant's personal property without notice and a court
decision on the rights of the parties.
7.3.1.3 Lease may not include agreement by the tenant to excuse owner or
owner's agents from responsibility for any action or failure to act,
whether intentional or negligent acts.
7.3.1.4 Lease may not authorize landlord to institute a lawsuit without notice to
the tenant.
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7.3.1.5 Lease may not include agreement by tenant to waive a jury trial or right
of appeal.
7.3.1.6 Lease may not include an agreement by tenant to pay legal costs of court
proceeding even if the tenant prevails in those proceedings regardless of
outcome.
7.3.1.7 Lease may not include an agreement by the tenant to be sued,to admit
guilt or to a judgment in favor of the owner in a lawsuit brought in
connection with the lease.
7.3.1.8 Lease may not include an agreement by the tenant that the owner may
evict the tenant or household members without instituting civil court
proceedings in which the tenant has the opportunity to present a defense,
or before a court decision on the rights of the parties.
7.3.1.9 Lease may not include an agreement by the tenant to waive the tenant's
right to appeal or otherwise challenge in court a court decision in
connection with the lease.
7.3.1.10 Lease may not include an agreement by the tenant to accept supportive
services that are offered.
7.3.2 Termination of Tenancy of HOME Units.
Developer may not terminate the tenancy of a HOME Eligible Household in a HOME Unit
except for serious or repeated violation of the terms and conditions of the lease; for violation of
applicable federal, state or local laws; or for other good cause. Good cause does not include an
increase in the income of the HOME Eligible Household. To terminate or refuse to renew the
tenancy,Developer must serve written notice upon the tenant specifying the grounds for the action
at least 30 days before the termination of tenancy.
7.3.3 Revised Lease Forms.
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.
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7-5.1 Rents charged to tenants of the HOME Units are subject to 24 CFR 92.252(a) and
(b)and are subject to review and approval by City at initial lease up and prior to any rent increases.
Under no circumstances may the maximum rent charged to tenants of HOME Units exceed the
High Home Rent minus utility allowances (excluding telephone). Developer agrees to abide by
HUD-approved schedules of HOME rent levels and City-approved utility allowances.
7.5.2 City shall provide Developer with information on updated HOME rent limits so
that rents may be adjusted (not to exceed the maximum HOME rent limits). Developer shall
provide City annually with information on rents and occupancy of the HOME Units to demonstrate
compliance with 24 CFR Part 92.252 (a) and (b). City shall review the rents for compliance and
approve or disapprove them every year.
7.5.3 Any increase in rents for the HOME Units is subject to the provisions of any
outstanding leases for said units. Developer shall provide tenants of the HOME Units with not
less than 30 days prior written notice before implementing any increase in rents.
7.5.4 City shall adopt utility allowances in accordance with HOME regulations and HUD
guidance. Such allowances shall be updated regularly, and shall be furnished to Developer.
Developer shall adjust tenant rents accordingly in compliance with HOME regulations.
7.6 Tenant Selection.
Within 90 days of the Effective Date, Developer must submit to City for City's approval
Developer's tenant selection policy and criteria that address the following:
7.6.1 The tenant selection policy must be consistent with the purpose of providing
housing for very low and low income persons.
7.6.2 The tenant selection policy must provide for:
7.6.2.1 Selection of tenants from a written waiting list in the chronological order
of their application, insofar as is practicable;
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 HUD's Housing Choice Voucher or
similar subsidy)must not be excluded from renting a unit in the project.
7.6.4 The tenant selection policy must address non-discrimination and affirmative
marketing as discussed In Section 7.7.
7.6.5 Developer must market Accessible Units in the following order:
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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 (i) address the lease requirements described in
Section 7.3,(ii)address managing HOME Unit requirements, and(iii)must comply with state and
local tenant/landlord laws.
7.7 Affirmative Marketine.
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 shall include methods to be used by
Developer to inform and solicit applications for tenancy from person in the housing market area
who are not likely to apply for the housing without special outreach (e.g., through the use of
community organizations,places of worship,employment centers,fair housing groups,or housing
counseling agencies.)The procedures and requirements must designate an individual who will be
responsible for marketing the project and must establish a clear application screening plan.
Developer's affirmative marketing procedures must be submitted to City for approval prior to
implementation;provided however, City shall have no responsibility for affirmative marketing of
the project.
7.7.1 Developer shall keep records describing actions taken to affirmatively market the
HOME Units and the project sufficient to enable City to assess the results of the affirmative
marketing.
7.8 Property Inspections During Initial Lease-Up- of HOME Units-, Annual
Inspections of HOME Units.
City shall inspect 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 Proiect Maintenance and Inspections During Affordability Period.
Developer shall ensure that the project is maintained in accordance with all applicable
HUD property standards for the duration of the Affordability Period,which at a minimum shall be
those property standards required in 24 CFR Part 92. City will verify maintenance of the project
to these standards through on-site inspections every year.
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7.10 Violence Against Women Act Requirements.
7.10.1 As Applicable, Developer shally comply with the Violence Against Women Act
("VAWA") and shall ensure that its property manager shall, at the time of application for a unit in
the project, provide all potential tenants receiving rental assistance with a Notice of Occupancy
Rights under the Violence Against Women Act in substantially the same form as the form attached
and incorporated as Exhibit"M"—VAWA Forms in compliance with VAWA and 24 CFR Part
92.359 of the HOME Regulations.
7.10_2 Developer agrees that no applicant for a unit in the project may be denied on the
basis or as a direct result of the fact that they are or have been a victim of domestic violence,dating
violence, sexual assault, or stalking, as long as they would otherwise qualify for the unit.
7.10.3 Developer shall be responsible for revieweing VAWA and any applicable
regulations and shall respond to all emergency transfer requests in accordance with the
requirements of those provisions. Developer may request that all tenants requesting an emergency
transfer under VAWA fill out the form attached and incorporated in Exhibit "M" — VAWA
Forms or its own form that is substantially the same.
8. ADDITIONAL HOME REQUIREMENTS.
Developer agrees to comply with all requirements of the HOME Program as stated in the
HOME Regulations, including, but not limited to the following:
8.1 Environmental Review.
HOME Funds will not be paid and costs cannot be incurred until City has conducted and
completed an environmental review and completed an Environmental Review Record as required
by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify,
or cancel the project. Further, Developer will not undertake or commit any funds to physical or
choice limiting actions, 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 to City any HOME Funds received and forfeit any future payments of
HOME Funds; and (iii) Developer must pay an amount equivalent to 10% of the HOME
Funds to City as liquidated damages. The Parties agree that City's actual damages in the
event of Developer violating this Section are uncertain and would be difficult to ascertain
and may include a finding by HUD, a repayment of funds to HUD by City or otherwise
impact the City's HOME grant or other Federal grant funds. Therefore, the Parties agree
that payment of an amount equivalent to 10% of the HOME Funds by Developer to City
under this Section is liquidated damages and not a penalty.
8.1.1 Mitigation.
Developer must take the mitigation actions outlined in Exhibit"A-2" —Environmental
Mitigation Actions. Failure to complete the required mitigation action is an event of default
under this Contract.
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8.2 Contract Not Constituting Commitment of Funds.
Notwithstanding any provision of this Contract, the Parties agree and acknowledge that
this Contract does not constitute a commitment of HOME Funds, and that such commitment or
approval may occur only upon satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
8.3 Monitoring.
8.3.1 Developer understands and agrees that it will be subject to monitoring by City for
compliance with the HOME Regulations, the terms of this Contract and the Loan Documents
during the Affordability Period. Developer will provide reports and access to project files as
requested by City during the Affordability Period and for 5 years after it ends.
8.3.2 Representatives of City, HUD, HUD Office of the Inspector General, and the
United States Comptroller General shall have access during regular business hours, upon at least
48 hours prior notice, to Developer's offices and records and to Developer's officers and agents
that are related to the use of the HOME Funds and the requirements of the HOME Regulations
during the Affordability Period, and to Developer's officers, agents, employees, contractors,
subcontractors and vendors for the purpose of such monitoring
8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring,
City reserves the right to perform desk reviews or on-site monitoring of Developer's compliance
with the terms and conditions of this Contract and the Loan. After each monitoring visit, City
shall provide Developer with a written report of the monitor's findings. If the monitoring report
notes deficiencies in Developer's performance,the report shall include requirements for the timely
correction of said deficiencies by Developer. Failure by Developer to take the action specified in
the monitoring report may be cause for suspension or termination of this Contract as provided
herein,or City may take all actions allowed in the Loan Documents.
8.3.4 Developer shall annually provide to City the results of any state or federal
monitoring related to the project including any monitoring by TDHCA. Such results shall be
submitted annually to City with the submission of its annual audit and financial statements.
8.3.5 This Section 8.3 shall be applicable for the duration of the Affordability Period
and shall survive the earlier termination or expiration of this Contract.
8.4 Compliance with the Uniform Relocation Act.
If applicable, 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 Act.
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" — Federal
Labor Standards Provisions -Davis-Bacon Requirements.
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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. Developer shall establish written
procurement procedures to ensure that materials and services are obtained in a cost effective
manner
8.7 Cost Principles/Cost Reasonableness.
The eligibility of costs incurred for performance rendered shall be determined in
accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost
reasonableness and allocability,
8.8 Financial Management Standards.
Developer agrees to adhere to the accounting principles and procedures required in 2 CFR
Part 200, as applicable, utilize adequate internal controls, and maintain necessary supporting and
back-up documentation for all costs incurred in accordance with Z CFR Part 200.302 and Part
200.303.
8.9 Uniform Administrative Re[tuirements.
Developer will comply with the Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably
equivalent procedures and requirements that City may require.
8.10 Compliance with FFATA and Whistleblower Protections.
Developer shall provide City with all necessary information for City to comply with the
requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act("FFATA")governing requirements on executive compensation and provisions
governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324,41 U.S.C. 4304 and 41 U.S.C. 4310.
8.10.1 Developer shall provide City its DUNS number prior to the payment of any
HOME Funds.
8.11 Internal Controls.
In compliance with the requirements of 2 CFR 200.303, Developer shall:
8.11.1 Establish and maintain effective internal control over the HOME Funds that
provides reasonable assurance that Developer is managing the HOME Funds in compliance with
federal statutes,regulations,and the terms and conditions of this Contract. These internal controls
shall be in compliance with guidance in "Standards for Internal Control in the Federal
Government" issued by the Comptroller General of the United States or the "Internal Control
Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway
Commission("COSO'�;
8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this
Contract;
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8.11.3 Evaluate and monitor Developer's compliance with statutes, regulations and the
terms and conditions of this Contract;
8.11.4 Take prompt action when instances of noncompliance are identified including
noncompliance identified in audit findings; and
8.11.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that BUD or City designates as sensitive or Developer considers
sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and
obligations of confidentiality.
8.12 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.
8.13 Terms Applicable to Contractors,Subcontractors and Vendors.
Developer understands and agrees that all terms of this Contract, whether regulatory or
otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which
are in any way paid with HOME Funds or who perform any work in connection with the project.
Developer shall cause all applicable provisions of this Contract to be included in and made a part
of any contract or subcontract executed in the performance of its obligations hereunder, including
its obligations regarding the Affordability Requirements and the HOME Regulations during the
Affordability Period. Developer shall monitor the services and work performed by its contractors,
subcontractors and vendors on a regular basis for compliance with the Affordability Requirements,
the HOME Regulations and Contract provisions. Developer is responsible to cure all violations
of the HOME Regulations committed by its contractors,subcontractors or vendors. City maintains
the right to insist on Developer's full compliance with the terms of this Contract and the HOME
Regulations and Developer is responsible for such compliance regardless of whether actions to
fulfill the requirements of this Contract or the HOME Regulations are taken by Developer or by
Developer's contractors, subcontractors or vendors. Developer acknowledges that the
provisions of this Section shall survive the earlier termination or expiration of this Contract
and be applicable for the length of the Affordability Period and for 5 years thereafter.
8.14 _Payment and Performance Bonds.
Subject to the requirements of 2 CFR Part 200, Developer shall furnish City with payment
and performance bonds in a form acceptable to City in the amount of the construction cost for the
project but not less than $3,000,000.00, which is the total amount of the Loan and the FWHFC
Loan. At City's discretion, other forms of assurance may be acceptable so long as they meet the
requirements of the HOME Regulations.
8.15 Compliance with HOME Reg uirernents !Ly Properly Manager
Developer will ensure that the property manager complies with the HOME Requirements,
including, but not limited to, adding a provision in its property management agreement that the
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Columbia Renaissance Square II,L.P. Page 23
property manager will fallow the HOME Requirements outlined in Exhibit "N" — HOME
Requirements and attaching it as an exhibit to its property management agreement.
9. RECORD KEEPING REPORTING AND DOCUMENTATION
REQUIREMENTS, RIGHT TO AUDIT.
9.1 Record Keeping.
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. Specifically,
Developer will keep or cause to be kept an accurate record of all actions taken and all funds spent,
with supporting and back-up documentation as well as all Tenant Documentation. Developer will
maintain all records and documentation related to this Contract for 5 years after the end of the
Affordability Period. if any claim, litigation, or audit related to this Contract or the project is
initiated before the expiration of the 5 year period, the relevant records and documentation must
be retained until all such claims,litigation or audits have been resolved.
9.1.2 Access to Records.
City representatives and HUD and any duly authorized officials of the federal government
will have full access to, and the 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 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 to City required by this Contract shall be an event of
default and City may exercise all of it remedies for default under this Contract and Loan
Documents. City shall not exercise its rights hereunder for default until its gives Developer 30
days' notice of such failure and Developer has failed to cure such default.
9.2.1 Additional Information.
Developer shall provide City with additional information as may be required by state or
federal agencies to substantiate HOME Program activities and/or expenditure eligibility.
9.3 Chan a in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its reasonable
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 City Reserves the Right to Audit.
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City reserves the right to perform an audit of Developer's project operations and finances
at any time during the term of this Contract and during the Affordability Period and for 5 years
thereafter, 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 other contract(s) with Developer. IF AS A RESULT OF ANY
AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME
FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES,DEVELOPER
AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE
AMOUNT OF ANY SANCTIONS,PENALTY OR OTHER CHARGE LEVIED AGAINST
CITY BY HUD BECAUSE OF SUCH ACTIONS.
10. REIMBURSEMENT REQUIREMENTS.
Developer shall provide City with Complete Documentation and the fallowing reports as
shown in Exhibit "F" — Reimbursement Forms with each Reimbursement Request.
Reimbursement shall be made first from the Original Loan proceeds and then from the Second
HOME Loan proceeds:
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).
10.2 Attachment 11—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 satisfied
by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking
documentation.
10.3 Deadline for Subndttine Reimbursement Re uests.
All Reimbursement Requests along with Complete Documentation shall be submitted by
Developer to City within 60 calendar days from each of the deadlines as shown in Exhibit"C"—
Construction and Reimbursement Schedule.
10.3.12 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
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Columbia Renaissance Square Q,L.P_ Page 25
Reimbursement Requests and Complete Documentation along with any required reports
shall be an event of default.
10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
CALENDAR DAYS OF THE COMPLETION DEADLINE.
10.3.3 Final Payment.
Developer shall not be reimbursed for Final Payment until it submits Exhibit"G"—HOME
Project Compliance Report: Rental Housing to City.
10.4 Withholding Payment.
CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST
THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements
11.1.1 If Developer fails to begin construction within 9 months 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 If City determines that the Required Improvements were not completed by the
Completion Deadline(as may be modified in accordance with Section 14.19)or have failed to pass
any of the inspections described in Section 6.1.2 (or to promptly correct any noted deficiency and
subsequently pass such inspection), City shall have the right to terminate this Contract with no
penalty or liability to City, with such termination to be effective immediately upon written notice.
City shall also be entitled to demand repayment of the HOME Funds and enforce any of the
provisions of Loan Documents for default.
11.2 Failure to Submit Com fete Documentation During Construction.
11.2.1 If Developer fails to submit all applicable Complete Documentation during
construction of the Required Improvements in accordance with Exhibit"C"—Constructions and
Reimbursement Schedule, or if any report or documentation submitted as part of Complete
Documentation is not in compliance with this Contract or the HOME Regulations as determined
by City, City will notify Developer in writing and the Developer will have 15 calendar days from
the date of the written notice to submit or resubmit any such report or documentation. If Developer
fails to submit or resubmit any such report or documentation within such time,City shall have the
right to withhold 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.
HOME DEVELOPER RENTAL CONTRACT Rev.7/13/22
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11.2.2 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 the Developer will have 15 calendar days from the date
of the written notice to resubmit any such Reimbursement Request to cure the default. If the
Developer fails to cure the default within such time, Developer shall forfeit any payments
otherwise due under such Reimbursement Request. If such failure to resubmit such
Reimbursement Request continues for an additional 15 days (a total of 30 days) the City shall
have the right to terminate this Contract effective immediately upon written notice of such
intent with no penalty or liability to City. 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.
11.2.3 In the event of more than 3 instances of default, cured or uncured,under
Sections 11.2.1 or 11.2.2 which have a material adverse impact on the project, City reserves
the right at its sole option to terminate this Contract effective immediately upon written
notice of such intent with no penalty or liability to City.
11.2.4 Notwithstanding anything to the contrary herein, City will not be required to
pay any HOME Funds to Developer during the period that any Reimbursement Requests, reports
or documentation are past due or are not in compliance with this Contract or the HOME
Regulations,or during any period during which Developer is in default of this Contract.
11.2.5 In the event of termination under this Section 11.2, all HOME Funds awarded
but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer
shall have no further right to such funds. Any HOME Funds already paid to Developer must be
repaid to City within 30 days of termination under this Section. Failure to repay such HOME
Funds will result in City exercising all legal remedies available to City under this Contract
and the Loan Documents. For clarification, the defaults and related remedies set out in this
Section 11.2 are not intended to arise from mathematical errors or other minor defects in a
Reimbursement Request.
11.3 Failure to Submit Re uired Reports and Documentation Durin
Affordabifi Period.
If Developer fails to maintain all records and documentation as required in Section g, or
fails to submit any report or documentation required by this Contract after the Required
Improvements are completed, or if the submitted report or documentation is not in compliance
with this Contract or the HOME Regulations as determined by City,City will notify Developer in
writing and the Developer will have 30 calendar days from the date of the written notice to obtain
or recreate the missing records or documentation, or submit or resubmit any such report or
documentation to City. If Developer fails to maintain the required reports or documentation, or
submit or resubmit any such report or documentation within such time, City shall have the right
to terminate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City. In the event of termination under this Section 11.3, any HOME
Funds paid to Developer must be repaid to City within 30 days of termination. 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 In General.
11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided
otherwise in this Contract, Developer shall be in default if Developer breaches any termm or
condition of this Contract. In the event that such a breach remains uncured after 30 calendar days
following written notice by City (or such other notice period as may be specified herein), or if
Developer has diligently and continuously attempted to cure following receipt of such written
notice but reasonably required more than 30 calendar days to cure, as determined by moth Parties
mutually and in good faith,City shall have the right to elect, in City's sole discretion,to(i)extend
Developer's time to cure, (ii)terminate this Contract effective immediately upon written notice of
such intent to Developer, or(iii)pursue any other legal remedies available to City.
11.4.2 City's remedies may include:
11.4.2.1 Direct Developer to prepare and follow a schedule of actions for
carrying out the affected activities, consisting of schedules,
timetables and milestones necessary to implement the affected
activities, including extending the Affordability Period.
11 A.2.2 Direct Developer to establish and follow a management plan that
assigns responsibilities for carrying out the remedial activities.
11.4.2.3 Cancel or revise activities likely to be affected by the performance
deficiency,before expending HOME Funds for the activities.
11.4.2.4 Reprogram HOME Funds that have not yet been expended from
affected activities to other eligible activities or withhold HOME
Funds.
11.4.2.5 Direct Developer to reimburse City in any amount of HOME Funds
not used in accordance with the HOME Regulations.
11.4.2.E Suspend reimbursement of HOME Funds for affected activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions, termination of this Contract or any other contracts with
Developer, and any other available remedies.
11.4.3 In the event of termination under this Section 11.4, all HOME Funds awarded
but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer
shall have no further right to such funds and any HOME Funds already paid to Developer must be
repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in
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City exercising all legal remedies available to City under this Contract or the Loan
Documents.
11.5 No Funds Disbursed while in Breach.
Developer understands and agrees that no HOME Funds will be paid to Developer until all
defaults are cured to City's satisfaction.
11.5 No Compensation Aker Date of Termination.
In the event of termination,Developer shall not receive any HOME Funds in compensation
for work undertaken after the date of termination.
11.7 Rights of City Not Affected.
Termination shall not affect or terminate any of the existing rights of City against
Developer, or which may thereafter accrue because of such default, and this provision shall be in
addition to any and all other rights and remedies available to City under the law and Loan
Documents including, but not limited to, compelling Developer to complete the Required
Improvements in accordance with the terms of the Contract. Such termination does not terminate
any applicable provisions of this Contract that have been expressly noted as surviving the term or
termination of this Contract. No delay or omission by City in exercising any right or remedy
available to it under this Contract shall impair any such right or remedy or constitute a waiver or
acquiescence in any Developer default.
11.8 Waiver of Breach Not Waiver of Subse cent Breach.
The waiver of a breach of any term,covenant,or condition of this Contract shall not operate
as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof.
11.9 Civil,Criminal and Administrative Penalties.
Failure to perform all the Contract terms may result in civil, criminal or administrative
penalties,including, but not limited to those set out in this Contract.
11.10 Termination for Cause.
11.10.1 City may terminate this Contract in the event of DeveIoper'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 ail calendar 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. DEVELOPER
ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT
FOR CAUSE, NEITHER DEVELOPER NOR ANY AFFILIATES OF DEVELOPER
SHALL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS
FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. This provision
shall not apply to the Investor.
HOME DEVELOPER RENTAL.CONTRACT Rev.W13/22
Columbia Renaissance Square II,L.P. Page 29
11.10.2 Developer may terminate this Contract if City does not provide the HOME
Funds substantially in accordance with this Contract. In such event,the termination ofthe Contract
shall have the effect of returning the Parties to their respective circumstances as existed prior to
the execution of this Contract, and no terms or obligations shall survive the date of termination,
including but not limited to,reporting, inspections or the Affordability Period.
11.10.3 City may terminate this Contract if Developer defaults on the FWHFC Loan.
11.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200,Appendix 11,this Contract may be terminated
in whole or in part only as follows:
11.11.1 By City with the consent of Developer in which case the Parties shall agree
upon the termination conditions,including the effective date and in the case of partial termination,
the portion to be terminated; or
11.11.2 By Developer upon written notification to City setting forth the reasons for such
termination, the effective date, and in the case of partial termination,the portion to be terminated.
In the case of a partial termination, City may terminate the Contract in its entirety if City
determines in its sole discretion that the remaining portion of the Contract to be performed or
HOME Funds to be spent will not accomplish the purposes for which this Contract was made.
11.12 Dissolution of Developer Terminates Contract,
In the event Developer is dissolved or ceases to exist,this Contract shall terminate. In the
event of termination under this Section, all HOME Funds are subject to repayment and/or City
may exercise all of its remedies under this Contract and the Loan Documents.
11.13 Reversion of Assets.
In the event this Contract is terminated with or without cause,all tangible personal property
owned by Developer that was acquired or improved with the HOME Funds shall belong to City
and shall automatically transfer to City or to such assignees as City may designate.
11.14 Notice of Termination under Subordination Agreement.
City shall not terminate this Contract without first giving notice and opportunity to cure,
which will be incorporated as a requirement in the Subordination Agreement.
11.15 Notice to Investor of Default.
City shall furnish Investor with notice of any default under this Contract at the address
shown below.
12. REPAYMENT OF HOME FUNDS.
All HOME Funds are subject to repayment in the event the project does not meet the
requirements as set out in this Contract or in the HOME Regulations. If Developer takes any
action that results in City being required to repay all or any portion of the HOME Funds to
HUD, Developer agrees it will reimburse City for such repayment. If Developer takes any
HOME DEVELOPER RENTAL CONTRACT Rev. 7/13/22
Columbia Renaissance Square 11,L.P. Page 30
action that results in City receiving a finding from HUD about the project, whether or not
repayment to HUD is required of City, Developer agrees it will pay City an amount
equivalent to 10% of the HOME Funds as liquidated damages. The Parties agree that City's
damages in the event of either repayment to HUD being required or receiving a finding from
HUD are uncertain and would be difficult to ascertain and may include an impact on City's
HOME grant or other Federal grant funds, in addition to a finding by HUD or a repayment
of funds to HUD by City. Therefore,the Parties agree that payment under this Section of an
amount equivalent to 10% of the Home Funds by Developer to City is liquidated damages
and not a penalty.
13. MATERIAL OWNERSHIP CHANGE.
Except for Permitted Transfers in accordance with the terms of the Deeds of Trust, the
Deed Restrictions and transfers otherwise consented to by City, if ownership of Developer
materially changes after the date of this Contract, City may, but is not obligated to, terminate this
Contract. City has 30 days to make such determination after receipt of notice from Developer and
failure to make such determination in that time period 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, subcontractors, vendors, tenants, licensees or invitees.
14.2 Doctrine of Respondea_t_Superior.
The doctrine of respondeat superior shall not apply as between City and Developer, its
officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants,
licensees or invitees, and nothing herein shall be construed as creating a partnership or joint
enterprise between City and Developer. City does not have the legal right to control the details of
the tasks performed hereunder by Developer, its officers, members, agents, employees,
contractors, subcontractors,vendors,licensees or invitees.
14.3 Developer Property.
City shall under no circumstances be responsible for any property belonging to Developer,
its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees
or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER
HEREBY 1NDEMNIFIES AND BOLDS HARMLESS CITY AND ITS OFFICERS,
AGENTS,AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING
TO OR CONNECTED WITH SUCH PROPERTY.
HOME DEVELOPER RENTAL CONTRACT Rev.7/13/22
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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
properly.
14.5 Venue.
Venue for any action, whether real or asserted, at law or in equity, arising out of the
execution, performance, attempted performance or non-performance of this Contract, shall lie in
Tarrant County, Texas.
14.6 Governing Law.
This Contract shall be governed by and construed in accordance with the laws of the State
of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution,
performance or non-performance of this Contract or on the basis of any provision herein, for any
issue not governed by federal law, the choice of law shall be the laws of the State of Texas.
14.7 Severabilih+.
The provisions of this Contract are severable, and if for any reason a clause, sentence,
paragraph or Other part of this Contract shall be determined to be invalid by a court or federal or
state agency, board or commission having jurisdiction over the subject matter thereof, such
invalidity shall not affect other provisions which can be given effect without the invalid provision.
14.8 Written_Agreement_Entire_Agreement.
This written instrument and the Exhibits, Addendums and Attachments attached hereto,
which are incorporated by reference and made a part of this Contract for all purposes, constitute
the entire agreement by the Parties 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 be executed by the Parties.
14.9 Paragraph Headings for Reference Oniy, No Legal Significance Number.
The paragraph headings contained herein are for convenience in reference to this Contract
and are not intended to define or to limit the scope of any provision of this Contract. When context
requires,singular nouns and pronouns include the plural and the masculine gender shall be deemed
to include the feminine or neuter and the neuter gender to include the masculine and feminine_
The words"include"and"including"whenever used herein shall be deemed to be followed by the
words"without limitation".
14.10 Compliance With All Applicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are currently
in effect or that are hereafter amended during the performance of this Contract. These laws
include,but are not limited to:
HOME Investment Partnerships Act, defined above as"Act"
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Title V1 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
D The Fair Housing Act, Title V111 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
D The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
A The Uniform Relocation Assistance and Real Properly Acquisition Policies Act of 1970
(42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24)("URA")
A 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.
A The Clean Air Act,as amended, (42 U.S.C. Sections 1251 et seq.)and the Clean Water
Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order
11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no
event shall any amount of the assistance provided under this Contract be utilized with
respect to a facility that has given rise to a conviction under the Clean Air Act or the
Clean Water Act.
Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal status of
its employees
A The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the
Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and
the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A
Regulations at 24 CFR Part 87 related to lobbying, including the requirement that
certifications and disclosures be obtained from all covered persons
> Drug Free Workplace Act of 1988 (41 U.S,C. Sections 701 et seq.) and 24 CFR Part
23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
Regulations at 24 CFR Part 882.708(c)pertaining to site and neighborhood standards
for new construction projects
Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review
Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
Guidelines of the Environmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland"Anti-Kickback"Act
(18 U.S.C. 874) as supplemented in 29 CFR Part 5
For construction contracts in excess of $2,000, and in excess of $2,500 for other
contracts which involve the employment of mechanics or laborers, Sections 103 and
107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as
supplemented by 29 CFR Part 5
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Columbia Renaissance Square II,L.P. Page 33
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
> Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards,2 CFR Part 200 et seq.
Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as
amended by Section 6205(a)of Pub.L. 110-252 and Section 3 of Pub.L. 113-101)
➢ Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C.4712, 10 LT.S.C. 2324,
41 U.S.C. 4304 and 41 U.S.C. 4310,
Broadband Infrastructure Requirements, 24 CFR Part 5.100 and Section 706 of the
Telecommunications Act of 1996,47 U.S.C. 1302
3> Violence Against Woment Act of 1994,42 U.S.C. 13981.
14.11 HUD-Assisted Projects and Employment and other Economic
Opportunities; Section 3 Requirements.
14.11.1 Re uirement that Lazy Be noted in Covered Contracts. — Certain
Re uirements Pertaining to Section 3 of the Housine and Urban
Development Act of 1968 as Amended 12 U.S.C.Sections 1701 et seg.) 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 the 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 financial assistance from HUD, Section 3 of 24
CFR 135.38 {"Section Y) requires that the following clause, shown in italics, be inserted in all
covered contracts("Section 3 Clause").
Section to be quoted in covered contracts begins:
"A. The work to be performed under this contract is subject to the requirements
of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12
U.S.C 1701 u (Section 3). The purpose of Section 3 is to ensure that employment
and other economic opportunities generated by HUD assistance or HUD-assisted
projects covered by Section 3, shall, to the greatest extent feasible, be directed to
low-and very-low income persons,particularly persons who are recipients of HUD
assistance for housing.
B. The parties to this contract agree to comply with HUD's regulations in 24
CFR Part 135, which implement Section 3. As evidenced by their execution of this
contract, the parties to this contract certify that they are under no contractual or
other impediment that would prevent therm from complying with the Part 135
regulations.
C. The contractor agrees to send to each labor organization or representative
of workers with which the contractor has a collective bargaining agreement or
other understanding, if any, a notice advising the labor organization or workers'
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representative of the contractor's commitments under this Section 3 clause, and
will post copies of the notice in conspicuous places at the work site where both
employees and applicants for training and employment positions can see the notice.
The notice shall describe the Section 3 preference, shall set forth minimum number
and job titles subject to hire, availability of apprenticeship and training positions,
the qualifications for each; and the name and location of the person(s) taking
applications for each of the positions;and the anticipated date the workshall begin.
D. The contractor agrees to include this Section 3 clause in every subcontract
subject to compliance with regulations in 24 CFR Part 135, and agrees to take
appropriate action, as provided in an applicable provision of the subcontract or in
this Section 3 clause, upon a finding that the subcontractor is in violation of the
regulations in 24 CFR Part 135. The contractor will not subcontract with any
subcontractor where the contractor has notice or knowledge that the subcontractor
has been found in violation of the regulations in 24 CFR part 135.
E. The contractor will certify that any vacant employment positions, including
training positions, that are filled: (1)after the contractor is selected but before the
contract is executed, and(2)with persons other than those to whom the regulations
of 24 CFR Part 135 require employment opportunities to be directed, were not
filled to circumvent the contractor's obligations under 24 CFR Part 135.
F. Noncompliance with HUD's regulations in 24 CFR Part 135 may result in
sanctions, termination of this contract for default, and debarment or suspension
from future HUD assisted contracts.
G. With respect to workperformed in connection with Section 3 covered Indian
housing assistance, section 7(b) of the Indian Self-Determination and Education
Assistance Act(25 U.S.C. 450e)also applies to the work to be performed under this
Contract. Section 7(b) requires that to the greatest extent feasible (i) preference
and opportunities for training and employment shall be given to Indians, and (U)
preference in the award of contracts and subcontracts shall be given to Indiana
organizations and Indian-owned Economic Enterprises. Parties to this contract
that are sulaject to the provisions of'Section 3 and Section 7(b)agree to comply with
Section 3 to the maximum extent feasible, but not in derogation of compliance with
Section 7(b)."
Section to he quoted in covered contracts ends.
14.11.2 Developer Responsibilities for Section 3 Reuui.rements.
City and Developer understand and agree that compliance with the provisions of Section
3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall
be a condition of the federal financial assistance provided to the project binding upon City and
Developer, and their respective successors, assigns, contractors and subcontractors. Failure to
fulfill these requirements shall subject Developer and its contractors and subcontractors and their
respective successors and assigns to those sanctions specified by the grant agreement through
which federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135.
Developer's responsibilities include:
14.11.2.1 Cooperating with and supporting City Section 3 promotional
efforts, including rob Fairs, neighborhood outreach
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Columbia Renaissance Square 11,L.P. Page 35
communications activities, referral of contractor and
subcontractor employees to job training opportunities as advised
by City,provision of the attached Section 3 Business certification
to all subcontractors that may be eligible for Section. 3 Business
designation, referral of applicable subcontractors to HUD Section
3 registration, and related City promotional efforts to enhance
Section 3 employment.
14.11.2.2 Implementing procedures, and cooperating with City in its efforts,
to notify Section 3 residents and business concerns about training,
employment, and contracting opportunities generated by Section
3 covered assistance;
14.11.2.3 Notifying potential contractors working on Section 3 covered
projects of their responsibilities;
14.11.2.4 Facilitating the training and employment of Section 3 residents
and the award of contracts to Section 3 business concerns, and
cooperating with City in activates to promote such training and
award of contracts;
14.11.2.5 Assisting and actively cooperating with the Neighborhood
Services Department in ensuring compliance by contractor's and
subcontractors;
14.11.2.6 Refraining from entering into contracts with contractors that are
in violation of Section 3 regulations;
14,11.2.7 Documenting actions taken to comply with Section 3; and
14.11.2.8 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 and take the following actions:
14.11.3.1 Report to the City on a quarterly basis, all employment
opportunities created by the project, and all applicants for
employment by contractor and each subcontractor on a quarterly
basis. This shall include name, address, zip code, date of
application, and status(hired/not hired) as of the date of the
report.
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
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Texas Workforce Commission posting,copy of newspaper
advertisement, copy of Byers and listing of locations where
flyers were distributed, and the like.
14.11.3.3 Report to City all contracts awarded by contractor and
subcontractor on a quarterly basis. This shall include naive of
contractor and/or subcontractor, address, zip code, and amount of
award as of the date of the report.
14.11.3.4 Cooperating with City in all Section 3 reporting activities,
including use of designated software, communication to the City
of identity and contact information for all Project subcontractors,
communication with subcontractors to ensure reporting
compliance,and related activities to ensure compliance with HUD
Section 3 reporting requirements.
14.11.3.5 Report to the City on a quarterly basis all subcontractors for the
project that have identified as Section 3 businesses by using the
attached Section 3 Business Certification form.
14.12 Prohibition A ainst Discrimination.
14.12.1 General Statement.
Developer,in the execution, performance or attempted perfonnance of this Contract, shall
comply with all non-discrimination requirements of 24 CFR 92.350 and the ordinances codified at
Chapter 17, Article 111, Division 4 — Fair Housing of the City Code. Developer may not
discriminate against any person because of race, color, sex, gender, religion, national origin,
familial status, disability or perceived disability, sexual orientation, gender identity, gender
expression, or transgender, nor will Developer permit its officers, members, agents, employees,
contractors,vendors or project participants to engage in such discrimination.
This Contract is made and entered into with reference specifically to the ordinances
codified at Chapter 17, Article 111, Division 3 - Employment Practices of the City Code, and
Developer hereby covenants and agrees that Developer, its officers,members, agents, employees
and contractors,have fully complied with all provisions of same and that no employee,or applicant
for employment has been discriminated against under the terms of such ordinances by either or its
officers,members, agents, employees, contractors or vendors.
14.12.2 No Discrimination in Em to went during the Performance of this
Contract.
During the performance of this Contract Developer agrees to the following provision, and
will require that its contractors, subcontractors and vendors also comply with such provision by
including it in all contracts with its contractors and vendors:
Contractor's Subcontractor's or vendor's Name 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
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orientation., gender identity, gender expression or transgender. [Contractor's,
Subcontractor's or Vendor's Nam 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,recruitment or recruitment advertising, layoff or termination,rates of
pay or other forms of compensation, and selection for training, including apprenticeship.
f Contractor s, Subcontractors or Vendor's Namel agrees to post in conspicuous places,
available to employees and applicants for employment,notices setting forth the provisions
of this nondiscrimination clause.
jConlractvrs. Subcontractor's or Vendor's Name will, in all solicitations or
advertisements for employees placed by or on behalf of f Contractor's, Subcontractor's or
Vendor'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 Subcontractor's or Vendors Natne covenants that neither it nor any of its
officers, members, agents, employees, or contractors, while engaged in performing this
Contract, shall, in connection with the employment, advancement or discharge of
employees or in connection with the terms, conditions or privileges of their employment,
discriminate against persons because of their age or because of any disability or perceived
disability, except on the basis of a bona fide occupational qualification, retirement plan or
statutory requirement.
[Contractor's. Subcontractor's or Vendo•'s_Namel further covenants that neither it nor its
officers,members, agents,employees, contractors, or persons acting on their behalf, shall
specify, in solicitations or advertisements for employees to work on this Contract, a
maximum age limit for such employment unless the specified maximum age limit is based
upon a bona fide occupational qualification,retirement plan or statutory requirement.
14.12.3 Developer's Contractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it will not unlawfully discriminate on the basis of disability in
the provision of services to the general public, nor in the availability, terms and/or conditions of
employment for applicants for employment with, or employees of Developer. 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,SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT
OF DEVELOPER'S AND/OR ITS CONTRACTORS% SUBCONTRACTORS',
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VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH
THE ABOVE-REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION
IN THE PERFORMANCE OF THIS CONTRACT.
14.13 Conflict of Interest and Violations of Criminal Law.
14.13.1 Developer Safe ands.
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 whore 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 General Prohibition Against Conflicts of Interest.
No persons who are employees, agents, consultants, officers or elected officials or
appointed officials of City or of Developer who exercise or have exercised any functions or
responsibilities with respect to activities assisted with HOME funds or who are in a position to
participate in a decision-making process or gain inside information with regard to these activities
may occupy a HOME Unit, may obtain a financial interest or benefit from a HOME-assisted
activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the
proceeds thereunder, either for themselves or those with whom they have family or business ties,
during their tenure or for 1 year thereafter, unless they are accepted in accordance with the
procedures set forth at 24 C.F.R. Part 92,356.
14.13.2.1 Developer shall establish conflict of interest policies for Federal
Awards and shall provide such policies in writing to City in
accordance with the requirements of 2 CFR Part 200.112.
14.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Developer is required to timely disclose to City
in writing any potential conflict of interest, as described in this Section_
14.13.4 Disclosure of Texas Penal Code Violations.
Developer affirms that it will adhere to the provisions of the Texas Penal Code which
prolubits bribery and gifts to public servants.
14.13.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City
all violations of federal criminal law involving fraud, bribery or gratuity violations potentially
affecting this Contract.
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
HOME DEVELOPER RENTAL CONTRACT Rev.7/13/22
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applicable Federal, state and local laws and regulations pertaining to labor standards insofar as
those acts apply to the performance of this Contract. Developer agrees to comply with the
Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the
United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation
that demonstrates compliance with hour and wage requirements of this Contract and HOME
Regulations. Such documentation shall be made available promptly to City for review upon
request.
14.14.2 Developer agrees that, except with respect to the rehabilitation or construction
of residential property containing less than 12 units assisted with HOME funds, all contractors
engaged under contract for construction, renovation or repair work financed in whole or in part
with assistance provided under this Contract, shall comply with Federal requirements adopted by
City pertaining to such contracts and with the applicable requirements of the regulations of the
Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio
of apprentices and trainees to journey workers; provided that, if wage rates higher than those
required under these regulations are imposed by state or local law,nothing hereunder is intended
to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer
shall cause or require to be inserted in full, in all such contracts subject to such regulations,
provisions meeting the requirements of this paragraph.
14.14.3 If Davis-Bacon is applicable,Developer sliall 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 Neighborhood
Services Department with each Reimbursement Request, and must be available to Neighborhood
Services 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 compliaince.
14.15 Subcontractinz Mth Small and Minoritti Firms, Women's Business
Enterprises and Labor Surplus Areas.
14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to abide by
City's policy to involve Minority Business Enterprises and Small Business Enterprises and to
provide them equal opportunity to compete for contracts for construction,provision of professional
services, purchase of equipment and supplies and provision of other services required by City.
Developer agrees to incorporate the City's BDE Ordinance, if applicable, and all amendments or
successor policies or ordinances thereto, into all contracts and subcontracts for procurement
$50,000.00 or larger, and will further require all persons or entities with which it so contracts to
comply with said ordinance.
14.15.2 It is national policy to award a fair share of contracts to disadvantaged business
enterprises C DBEs"), small business enterprises ("SBEs"), minority business enterprises
("MBEs"), and women's business enterprises{"WBEs'}. Accordingly,affirmative steps must be
HOME DEVELOPER RENTAL CONTRACT Rev.7113122
Columbia Renaissance Square 11,L.P. Page 40
taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of
supplies,equipment, construction and services.
14.15.3 In order to comply with the reporting requirements of 24 CFR Part 92.508
(a)(7)(10, Developer must submit the form attached hereto as Exhibit"K"—
Contract and Subcontract Activity Reporting Form for each contract or
subcontract with a value of$10,000 or more paid, or to be paid, with HOME
funds. This form shall be submitted with the final Reimbursement Request.
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 AssiMment.
Developer shall not assign all or any part of its rights,privileges,or duties cinder
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. Right to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing any proposed contracts
between Developer and (i) 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, (ii) any vendor contracts arising out of the operation of the project, and (iii) any
third party contracts to be paid with HOME Funds,prior to any charges being incurred.
14.19 Force Majeure
If Developer becomes unable, either in whole or part, to fulfill its obligations under this
Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public
enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or
prohibitions by any court,board,department,commission or agency of the United States or of any
States, civil disturbances, or explosions, or some other reason beyond Developer's control
(collectively, "Force Majeure Event'), the obligations so affected by such Force Majeure Event
will be suspended only during the continuance of such event 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 the Developer's
obligation regardless of the extent of any existing Force Majeure Event. Developer will use
commercially reasonable efforts to remedy its inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to Affordability Requirements, auditing,
monitoring, tenant income eligibility, record keeping and reports, City ordinances, the provisions
of Section 6.6 pertaining to SAM, or any HOME requirements, indemnity, and any default and
enforcement provisions necessary to enforce such provisions, shall survive the termination of this
HOME DEVELOPER RENTAL CONTRACT Rev.7/13/22
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Contract for the longer of(i)5 years after the termination date of this Contract, or(ii) 5 years after
the termination of the Affordability Period unless a different survival period is specifically set forth
herein, and shall be enforceable by City against Developer.
15. INDEMNIFICATION AND RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL
CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER
KIND OR CHARACTER,WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN
CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS,AGENTS,SERVANTS,EMPLOYEES,CONTRACTORS
OR SUBCONTRACTORS OF CITY, AND DEVELOPER HEREBY ASSUMES ALL
LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS,
SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH
THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED
NEGLIGENCE OF OFFICERS,AGENTS,SERVANTS,EMPLOYEES,CONTRACTORS
OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND
AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM
AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF
PROPERTY OF CITY,ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR
OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT
PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS,AGENTS,SERVANTS,EMPLOYEES,CONTRACTORS
OR SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES,BOTH DEVELOPER AND
CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES
INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM THE
CONSEQUENCES OF CITY'S OWN NEGLIGENCE,WHETHER THAT NEGLIGENCE
IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY,
DAMAGE OR DEATH.
HOME DEVELOPER RENTAL CONTRACT Rev.7/13/22
Columbia Renaissance Square II,L.P. Page 42
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES,OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY
FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY
SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER
THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED
BY CITY'S SOLE OR CONCURRENT NEGLIGENCE.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS
A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME
FORM AS ABOVE.
16. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer is a charitable or nonprofit organization and has or claims an immunity or
exemption (statutory or otherwise) from and against liability for damages or injury,including
death,to persons or property, 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.
To the extent Developer has employees, Developer will maintain coverage in the form of
insurance or bond in the amount of$3,000,000.00, which is the total amount of the Loan and the
FWHFC Loan, to insure against loss from the fraud, theft or dishonesty of any of Developer's
officers,agents,trustees, directors or employees. The proceeds of such insurance or bond shall be
used to reimburse City for any and all loss of HOME Funds occasioned by such misconduct. To
effectuate such reimbursement, such fidelity coverage shall include a rider stating that
reimbursement for any loss or losses shall name the City as a Loss Payee.
Developer shall furnish to City, in a timely manner, but not later than 60 days after the
Effective Date, certificates of insurance as proof that it has secured and paid for policies of
commercial insurance as specified herein. If City has not received such certificates as set forth
herein, Developer shall be in default of the Contract and City may at its option, terminate the
Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract. Developer
shall maintain, or require its general contractor to maintain, the following coverages and limits
thereof
Commercial General Liability(CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Business Automobile Liability insurance
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$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 and/or prime
subcontractor, as applicable, have Obtained insurance coverage and have executed bonds as
required in this Contract prior to payment of any monies provided hereunder, it being understood
and agreed that a payment and performance bond naming the prime subcontractor as principal and
the Developer and Cty as additional obliges shall satisfy the obligation hereof regarding bonding
of the Project.
Where applicable and appropriate, insurance policies required herein shall be endorsed to include
City as an additional insured as its interest may appear. Additional insured parties shall include
employees, officers,agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery,in favor of City.
Any failure on part of City to request certificate(s)of insurance shall not be construed as a waiver
of such requirement or as a waiver of the insurance requirements themselves.
HOME DEVELOPER RENTAL CONTRACT Rev.7/13/22
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Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by
the Department of Insurance or be otherwise eligible and authorized to do business in the state of
Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and
each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII
or other equivalent insurance industry standard rating otherwise approved by City.
Deductible limits on the foregoing insurance policies shall be at commercially reasonable levels,
and in no event exceed $100,000 per occurrence.
In the event there are any local, federal or other regulatory insurance or bonding requirements for
the project, and such requirements exceed those specified herein,the former shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages, limits, and
other requirements as those specified herein;and,Developer shall require its contractors to provide
Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall
require its contractors to have City and Developer endorsed as additional insureds(as their interest
may appear) on their respective insurance policies where applicable and appropriate.
Professional Liability coverage shall be in force and may be provided on a claim's made basis.
This coverage may also be referred to as Management Liability, and shall protect the insured
against claims arising out of alleged errors in judgment,breaches of duty and wrongful acts arising
out of their management duties.
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
1$. CERTIFICATION REGARDING LOBBYING.
The undersigned Developer hereby certifies,to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid by or on beha f Qf
Developer, to any person far influencing or attempting to influence an officer or
employee of any agency, a member of Congress, an officer or employee of Congress
in connection with the awarding of any Federal contract, the making of any,federal
grant, the making of any Federal loan, the entering into of any cooperative
agreement and the extension, continuation, renewal, amendment, or modification
of any Federal contract, grant, loan or cooperative agreement.
If any funds other than federally appropriated funds have been paid or will be paid
to any person for influencing or attempting to it1fluence an officer or employee of
any agency, member of Congress in connection with this Federal contract, grant,
loan or cooperative agreement, Developer shall complete and submit Standard
Form-LLL, "Disclosure Form to Report Lobbying, " in accordance with its
instructions.
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This certification is a material representation of'fact upon which reliance was
placed when this Contract was made or entered into. Submission of this certificate
is a prerequisite for making or entering into this Contract imposed by 31 U.S C.
Section 1352. Any person who fails to file the required certification shall be subject
to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for
each such failure.
Developer shall require that the language of this certification be included in all subcontracts
or agreements involving the expenditure of federal funds.
19. RELIGIOUS ORGANIZATION.
Developer shall comply with all applicable requirements as more particularly described in
24 CFR Part 5.109. 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-fundd unit.
19.1 Separation of Explicitly Reli 'ous Activities.
Developer retains its independence and may continue to carry out its mission, including the
definition, development practice, and expression of its religious beliefs, provided that it does not
use HOME Funds to support or engage in any explicitly religious activities (including activities
that involve overt religious content such as worship, religious instruction, or proselytization), or
in any other manner prohibited by law.
19.2 Explicitly Expticitly Reli 'ous Activities.
if Developer enganges in explicitly religious activities(including activities that involve overt
religious content such as worship,religious instruction,or proselytization),the explicitly religious
activities must be offered separately,in time or location,from the programs or activities supported
by HOME Funds and participation must be voluntary for tenants of HOME-funded units.
20. 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 financial insolvency provision of law.
21. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be effective
upon receipt when(i)sent by U.S.Mail,with proper postage,certified mail return receipt requested
or by a nationally recognized overnight delivery service; and (iii) addressed to the other Party at
the address set out below or at such other address as the receiving Party designates by proper notice
to the sending Party.
HOME DEVELOPER RENTAL CONTRACT Rev.7/13/22
Columbia Renaissance Square H,L_P_ Page 46
City:
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
Attention: Jo Ann Gunn
Telephone: 817-3 92-62 8 5
Neighborhood Services Department
200 Texas Street
Fort Worth,TX 76102
Attention: Chad LaRoque
Telephone: 817-3 92-7540-7369
Dever r:
Columbia Renaissance Square II, L.P.
1718 Peachtree Street NW Suite 684
Atlanta, GA 30309
Telephone: (404) 874-5000
Copies to:
Columbia Residential
1718 Peachtree Street NW Suite 684
Atlanta, GA 30309
Attention: Jim Grauley
President, Chief Operating Officer
Telephone: (404) 874-5000
Coats Rose, P.C.
14755 Preston Road, Suite 600
Dallas, Texas 75254
Attention: Mattye Gouldsby Jones
Telephone: (972)982-8453
Investor:
RBC Tax Credit Equity Fund-93,Limited Partnership
600 Superior Avenue, Suite 2300
Cleveland, OH 44114
Attention: President and General Counsel
With copy to:
Nixon Peabody LLP
Exchange Place
53 State Street
Boston,MA 02109-2835
Attention: Roger W.Holmes
HOME DEVELOPER RENTAL CONTRACT Rev.7/13/22
Columbia Renaissance Square 11,L.F. Page 47
22. 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.
23. 11WESTOR'S RIGHT TO CURE.
The Parties agree that the Investor shall have the right,but not the obligation, to cure any
default by or complete any obligation of the Developer under the Loan Documents during the cure
period or completion period provided therein, and the Parties hereto agree to accept any such cure
or completion tendered by the investor.
24. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act ("INA") which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination.
Developer shall verify the identity and employment eligibility of all employees who perform work
under this Contract. Developer shall complete the Employment Eligibility Verification Form (1-
9), maintain photocopies of all supporting employment eligibility and identity documentation for
all employees,and upon request,provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Contract. Developer shall
establish appropriate procedures and controls so that no services will be performed by any
employee who is not legally eligible to perform such services. Developer shall provide City with
a certification letter that it has complied with the verification requirements required by this
Contract. Developer shall indemnify City from any penalties or liabilities clue to violations of this
provision. City shall have the right to immediately terminate this Contract for violations of this
provision by Developer.
25. BOYCOTTING ISRAEL PROHIBITED.
If Developer is a company with ten (10) or more full-time employees and if this Contract
is for$100,000.00 or more,Developer acknowledges that in accordance with Chapter 2270 of the
Texas Government Code,City is prohibited from entering into a contract with a company for good
or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The Terms
"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. If applicable under this Contract and Developer is
considered a "company," by signing this Contract, Developer certifies that Developer's
signature provides written verification to City that Developer. (1) does not boycott Israel, and
(2) will riot boycott Israel during the terra of this Contract
26. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be considered
an original, but all of which shall constitute one instrument which may be sufficiently evidenced
by one counterpart.
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27. Electronic Siarnatures.
This Contract may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature"means electronically scanned and transmitted versions(e.g.
via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted
via software such as Adobe Sign.
28. Prohibition on Boycotting Enerzy Companies.
Developer acknowledges that in accordance with Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2,City is prohibited from entering into a
contract for goods or services that has a value of$100,000 or more that is to be paid wholly or
partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and(2)will not boycott energy companies during the term of the contract. The terms
"boycott energy company"and "company"have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To the
extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this
Agreement,Developer certifies that Developer's signature provides written verification to the City
that Developer: (1)does not boycott energy companies; and(2)will not boycott energy companies
during the term of this Agreement.
29. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, City is prohibited from
entering into a contract for goods or services that has a value of$100,000 or more that is to be paid
wholly or partly from public funds of the City with a company with 10 or more full-time employees
unless the contract contains a written verification from the company that it: (1) does not have a
practice,policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association;and(2)will not discriminate during the term of the contract against a firearm entity or
firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade
association"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement,by signing this Agreement, Developer certifies
that Developer's signature provides written verification to the City that Developer: (1) does not
have a practice,policy,guidance,or directive that discriminates against a firearm entity or firearm
trade association;and(2)will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
[SIGNATURES APPEAR ON NEXT PAGE]
HOME DEVELOPER RENTAL CONTRACT Rev.7/13/22
Columbia Renaissance Square II,L.P. Page 49
IN WITNESS WHEREOF, the Parties have executed 4 duplicate originals of this
Contract to be effective as of the Effective Date.
ATTEST: CITY OF FORT WORTH
_ By:
City Secretary Fernando Costa, Assistant City Manager
M&C G-19056 Dated August 1, 2017 Date:
M&C G-19229 Dated February 13, 2018
M&C C-29103 Dated May 7, 2019
M&C C-21-0274 Dated April 13, 2021
APPROVED AS TO FORM AND LEGALITY:
Jo Ann Gunn, Assistant City Attorney
COLUMBIA RENAISSANCE SQUARE II, L.P., a Texas
limited partnership
By: Columbia Renaissance Squ e Partners I1, a
Georgia limited liatlity �np y,its Gener al P nee
By:
Ala nee: Jan\eJ S. dt-atr ey 1
Title: ice. ' em
Date:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
For the monitoring and administration of this contract, including
Ensuring all performance and reporting requirements.
Name. Chad LaRogue
Title:Housing Development and Grants Manager
OFFICIAL RECORD
HOME DEVELOPER RENTAL CONTRACT CITY SECRETARY
Columbia Renaissance Square II,L.P. FT. WORTH, TX
IN WITNESS WIIEREOF, the Parties have executed d duplicate originals of this
gd4vunn�� Contract to be effective as of the Effective Date.
oivrC�F 00%
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o
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�i ci Jannette5 Gnodall(_ep!n',2022 L:5]CiTT
Qa�n�xpsaaa y:
nna444 City Secretary Fernando Co ta, ssistant City Manager
M&C G-19056 Dated August 1, 2017 Date: W 8 oz2
M&C G-19229 Dated February 13, 2018
M&C C-29103 Dated May 7, 2019
M&C C-21-0274 Dated April 13,2021
AP t A TO FORM AND LEGALITY:
7 nn Assistant City Attorney
COLUMBIA RENAISSANCE SQUARE 11, L.P., a Texas
limited partnership
By: Columbia Renaissance Square Partners 11, LLC, a
Georgia limited liability company, its General Partner
By:
Name: James S. Grauley
Title: President
Date:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that 1 am the person responsible
For the monitoring and administration of this contract, including
L:nsuring all performance aryl eepporrtting requirements.
t'A(
Name: Chad LaRoque
Title:Housing Development and Grants Manager
OFFICIAL RECORD
HOME DEVELOPER RENTAL CONTRACT CITY SECRETARY
COILInlbia Renaissance Square II. L.P.
FT. WORTH, TX
EXHMITS:
Exhibit"A"—Project Summary
Exhibit"A-1"—HUD Rent Limits
Exhibit"A-Z"—Environmental Mitigation Action
Exhibit"B"—Budget
Exhibit"C"—Construction and Reimbursement Schedule
Exhibit"D"—Audit Requirements—Not Applicable
Exhibit"E"--Draft Loan Documents
Exhibit"F"—Reimbursement Forms
Exhibit"G"—Project Compliance Report: Rental Housing
Exhibit"H"—Federal Labor Standards Provisions— Davis-Bacon Requirements
Exhibit"I"—Section 3 Reporting Forms
Exhibit"J"—Standards for Complete Documentation
Exhibit"K"—Contract and Subcontract Activity Reporting Form
Exhibit I'L"—Deed Restriction
Exhibit"M"—VAWA Forms
Exhibit"N"—HOME Requirements
HOME DEVELOPER RENTAL CONTRACT Rev.08/10/2021
Columbia Renaissance Square II,L.P_ List of Exhibits Page
EXHIBIT "A"
PROJECT SUMMARY Revised 7/2022
COLUMBIA RENAISSANCE SQUARE II, L.P.
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use HOME Funds for a portion of the costs to develop the Columbia Renaissance
Square Senior Apartments, a mixed income multifamily complex on approximately 4.838 acres.
The project consists of a three-story multifamily building which will consist of up to 120 units
including 96 one-bedroom units and 24 two-bedroom units. The complex will also include
amenities such as a courtyard, common room, movie theatre, community room with kitchen and
an arts and crafts room. The project will contain 24 market rate units.
Developer will be entitled to make Reimbursement Requests until 30 days after the Completion
Deadline.
In consideration for the Loan Funds, Developer agrees to provide the following information and
meet the following requirements:
• Designate 9 Accessible Units in accordance with Section 504 requirements and the terms
of the Contract, 6 for mobility impairments and 3 for visual or hearing impairments.
Accessible Units shall be marketed in accordance with Section 7.6.5 of the Contract.
• Designate 16 floating HOME Units in the project. Of these 16 HOME Units, 12 will be
High HOME Units and 4 will be Low HOME Units. HOME Rents will be charged in
accordance with the rents set forth in Exhibit"A-1"—HUD Rent Limits Revised 08/2021,
published annually by HUD, and shall not exceed the High HOME Rent limit.
• Submit Exhibit "G" - Project Compliance Report: Rental Housing regarding the
household income, size, race, ethnicity, gender of head of household, disability status, and
rental assistance type for the initial tenant of the first HOME Unit to be leased. CITY WILL
WITHHOLD $50,000 OF THE HOME FUNDS UNTIL CITY VERIFIES THAT ALL
HOME UNITS ARE LEASED TO A HOME ELIGIBLE HOUSEHOLDS.
• If the 16 HOME Units do not qualify as affordable rental housing immediately upon lease-
up or at any time during the Affordability Period, the City may invoke any remedies
provided in the Contract or the Loan Documents.
• Submit a copy of its annual audit and annual reports to TDHCA to City throughout 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 southeast Fort Worth. The project will also
significantly contribute to the City's revitalization efforts in the Berry IIill-Mason IIeights
Neighborhood Empowerment Zone.
PROJECT OBJECTIVES:
The project will provide 120 housing units affordable to households earning less than 80% of AMI,
of which 16 will be designated as HOME-assisted units. There will be 24 market rate units in the
proj ect.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 1
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments Rev.
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EXHIBIT 44A-2"
ENVIRONMENTAL MITIGATION ACTION
COLUMBIA RENAISSANCE SQUARE II, L.P.
HOME Funds may be reimbursed for exempt activities; however, HOME funds will not be paid, and costs
cannot be incurred, until City has conducted and completed an environmental review of the proposed
project site as required under 24 CFR Part 58. The environmental review may result in a decision to
proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds
to physical or choice limiting actions,including property acquisition,demolition,movement,rehabilitation,
conversion, repair or construction until satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
Special conditions, procedures, and requirements identified for the project may include and are not limited
to mitigation of any adverse effects identified by the environmental review process. The special conditions,
procedures, and requirements may differ and are subject to approval by City and HUD.
Environmental Mitigations are as follows:
1. During project activities, if buried cultural materials are encountered during construction or disturbance
activities, work should cease in the immediate area; work can continue where no cultural materials are
present. Please contact the Texas Historical Commission's (THC) Archology Division at 512-463-6096 to
consult on further actions that may be necessary to protect the cultural remains.
2. Contracts with solid waste and recycling providers must be in place prior to construction.
City will provide Developer the executed environmental review record and certifications. Developer agrees
to abide by the special conditions, procedures, and requirements of the executed environmental review
certification approved by HUD.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 3
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
EXHIBIT "B"
BUDGET
COLUMBIA RENAISSANCE SQUARE II, L.P.
SOURCES AND USES
Development Name: Columbia Renaissance Square Senior Apartments
Priority Construction Loan Permanent Loan
Source,# Funding Description of Lien Stage Amt. Stage Amount Financinp Participants
1 Conventional Loan 1st $15,155,086 $4,180,000 BBVA Compass
2 Conventional Loan/FHA
Housing Tax Credit
3 Syndication Proceeds $14,098,590 TDHCA
4 HOME
5 Housing Trust Fund
6 CDBG
7 Mortgage Revenue Bonds
Historic Tax Credit
8 Syndication Proceeds
9 USDA/TXRD Loan(s)
Other Federal Loan or
10 Grant
l 1 Other State Loan or Grant
Local Government Loan
12 OME (Original Loan 3rd $1,800,000 $1,800,000 Cit of Fort Worth
2111 Local Government
Loan(Second HOME
Loan) 4th $500,000 City of Fort Worth
13 Private Loan 2nd $700,000 $700,000 FWHFC
14 Cash Equity
In-Kind Equity/Deferred
15 Developer Fee $588285
16 Operating Reserves _
TOTAL
SOURCES
OF
FUNDS $21,866,875 _
TOTAL
USES OF
FUNDS $21,866,875
HOME Funds Budget
Land Acquisition and/or Pre-Development Soft Costs $1,200,000*
Construction Hard Costs $1,050,000*
Holdback** $50,000*
TOTAL $2,300,000
*Developer will only be reimbursed for eligible expenses, The amounts are estimates and are subject to change.
** City will hold back $50,000.00 of the HOME Funds until City verifies that all HOME Units are leased to
HOME Eligible Households as well as the other requirements in Exhibit"C" - Construction and
Reimbursement Schedule.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 4
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE Revised 07/2022
COLUMBIA RENAISSANCE SQUARE I, L.P.
Activity HOME Funds
PHASE I
ACTIVITIES: Land Acquisition $1,200,000.00*
Predevelopment Soft Costs
PHASE I
COMPLETE
by: September 16, First Payment** $1,200,000.00*
2019
PHASE II Construction Hard Costs $550,000.00*
ACTIV IITES:
Prior to Reimbursement in Phase II, Developer must
PHASE II submit the contractor/subcontractor/vendor searches
COMPLETE by: under the Federal System for Award Management
October 31, 2021 (www.sam.gov).
Second Payment"* (approx. 33% complete)*** $550,000.00*
PHASE III Construction Hard Costs $500,000.00*
ACTIV IITES:
Prior to Reimbursement in Phase III, Developer must
PHASE III submit the contractor/subcontractor/vendor searches
COMPLETED under the Federal System for Award Management
by: August 31,2022 (www.sam.gov).
Third Payment" (approx. 66% complete)*** $500,000.00*
PHASE IV Initial Lease-up of HOME Units
ACTIVITIES:
PHASE IV Prior to Reimbursement in Phase IV, the following
COMPLETED items must be submitted:
by: September 30, 1. Rent Schedule for HOME Units. See Section
2022 7.5
2. Tenant Selection Policy. See Section 7.6
3. Affirmative Marketing Plan. See Section 7.7
Prior to Reimbursement for Final Payment, Exhibit
"G" - Project Compliance Report: Rental Housing
must be submitted to City.
Final Payment"* (Lease-Up of HOME Units)*** $50,000.00*
TOTAL
$2,300,000.00
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change.
"Developer must submit Complete Documentation with Reimbursement Request to City within 60 days from each of the abovementioned
deadlines in order to be reimbursed. Failure to timely submit Reimbursement Requests and Complete Documentation along with any
required reports shall be an event of default.
***If milestone is reached before the Phase completion date,reimbursement will be made when the milestone percentage is reached and the
City is provided all required documentation.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 5
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
EXHIBIT "D"
AUDIT REQUIREMENTS
COLUMBIA RENAISSANCE SQUARE II, L.P.
NOT APPLICABLE
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 6
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
EXHIBIT "E"
DRAFT LOAN DOCUMENTS
COLUMBIA RENAISSANCE SQUARE II, L.P.
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.
Deed of Trust Security Agreement - Financing Statement
HOME Funds Second HOME Loan
Terms
Date: August 22, 2022
Grantor: Columbia Renaissance Square II, L.P., a Texas limited partnership
Grantor's Mailing Address:
Columbia Renaissance Square II, L.P.
171.8 Peachtree Street, Suite 684
Atlanta, GA 30309
With a copy to:
Coats Rose, P.C.
14755 Preston Road, Suite 600
Dallas, Texas 75254
Attention: Mattye Gouldsby Jones
Trustee: Jo Ann Gunn or Denis McElory
Trustee's Mailing Address:
The City Attorney's Office
The City of Fort Worth
200 Texas St.
Fort Worth, TX 76102
Tarrant County
Lender: City of Fort Worth, a Texas municipal corporation
Lender's Mailing Address:
City of Fort Worth
Neighborhood Services Department
Attn: Assistant Director
200 Texas Street
Fort Worth, Texas 76102
Tarrant County
Loan Authority:
The loan evidenced by the Note (the "Loan") and secured by this Deed of Trust Security Agreement
Financing Statement ("Deed of Trust") is being made pursuant to the HOME Investment Partnerships
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 7
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
Program authorized under Title II of the Cranston-Gonzales National Affordable Housing Act of 1990, as
amended, 42 USC 12701 et seq. (the "HOME Program") and the HOME Investment Partnership
Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations") with HOME funds
for the development of the Columbia Renaissance Square Senior Apartments, a mixed income senior
multifamily complex located in Fort Worth, Texas (the "project"), all as more particularly described in a
HOME Contract, City Secretary Contract No. 52738, as amended, between Grantor and Lender for the
Loan (the "HOME Contract").
Obligations
Note
Date: Original Principal Amount: $500,000.00
Borrower: Columbia Renaissance Square II, L.P.
Lender: City of Fort Worth
Maturity Date: Expiration of the 20 year Affordability
Period described in the HOME Contract and in Section F below
Terms of Payment: As provided in the Note
In addition, Obligations shall include compliance by Grantor with the requirements of the HOME Program
for the 20 year Affordability Period more particularly described in Section F. below.
Property (including any improvements):
Being a tract of land situated in the J. Justice Survey, Abstract No. 859, City of Fort Worth, Tarrant
County, Texas and being all of Lot 3R-1, Block 1 of the Lots 3R-1 and 3R-2, Block 1, Mason Heights
Addition, an addition to the City of Fort Worth as recorded in Document No. D219205621 of the Plat
Records, Tarrant County, Texas (P.R.T.C.T)
Together with the following personal property to the extent owned by Grantor:
All fixtures, supplies, building materials, and other goods of every nature now or
hereafter located, used, or intended to be located or used on the Property;
All plans and specifications. for development of or construction of improvements
on the Property;
All contracts and subcontracts relating to the construction of improvements on the
Property;
All accounts, contract rights; instruments, documents, general intangibles, and
chattel paper arising from or by virtue of any transactions relating to the Property;
All permits, licenses, franchises, certificates, and other rights and privileges
obtained in connection with the Property;
All proceeds payable or to be payable under each policy of insurance relating to the
Property; and
All products and proceeds of the foregoing.
Notwithstanding any other provision in this Deed of Trust,the term "Property" does not include personal
effects used primarily for personal, family, or household purposes.
In addition to creating a deed-of-trust lien on Property described above, Grantor also grants to Lender a
security interest in all of the above-described personal property pursuant to and to the extent permitted by
the Texas Uniform Commercial Code.
Prior Liens:
The lien created by this Deed of Trust is and shall be subject and subordinate in all respects to the liens,terms,
covenants and conditions of(i) the Multifamily Construction and Permanent Deed of Trust, Assignment of
Rents and Security Agreement and Fixture Filing securing that certain Note made by Grantor and payable to
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 8
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
BBVA Compass, ("Senior Lender") evidencing the indebtedness arising from the loan by Senior Lender to
Grantor(the "Senior Indebtedness"),to the extent and in the manner provided in that certain Subordination
Agreement among Senior Lender, Lender, and Grantor (the "Subordination Agreement"), and (ii) a
Promissory Note dated September 25, 2019, in the original principal amount of$700,000.00 made by Grantor
and payable to the Fort Worth Housing Finance Corporation (the "FWHFC Loan"), and (iii) a Promissory
Note dated September 25, 2019, in the original principal amount of $1,800,000.00 made by Grantor and
payable to the City of Fort Worth (the "Original Loan"). This Deed of Trust is and shall be subject and
subordinate in all respects to the liens,terms, covenants and conditions of the loan documents evidencing the
Senior Indebtedness ("Senior Loan Documents") as more fully set forth in the Subordination Agreement,
the liens, terms, covenants and conditions of the loan documents evidencing the FWHFC Loan ("FWHFC
Loan Documents"), and the liens, terms, covenants and conditions of the loan documents evidencing the
City's Original Loan ("Original Loan Documents"). The rights and remedies of Lender and each
subsequent assignee of the lien under this Deed of Trust.are subject to the restrictions and limitations set forth
in the Subordination Agreement and to waiver, notice, grace and cure period, if any, provided in the Senior
Loan Documents, the FWHFC Loan Documents, and/or the Original Loan Documents. If default occurs
in payment of any part of principal or interest of the Senior Indebtedness or in observance of any covenants
contained in the Senior Loan Documents, the FWHFC Loan Documents, and/or the Original Loan
Documents, the entire debt secured by this Deed of Trust will immediately become payable at the option
of Lender to the extent permitted by the Subordination Agreement.
Other Exceptions to Conveyance and Warranty:
The Permitted Exceptions set forth on Exhibit "A" attached hereto and incorporated herein for all
purposes.
For value received and to secure performance of the Obligations, Grantor conveys the Property to Trustee
in trust. Grantor warrants and agrees to defend the title to the Property, subject to the Other Exceptions to
Conveyance and Warranty. On performance of the Obligations, including payment of the Loan and all other
amounts secured by this Deed of Trust and performance of the requirements of the HOME Program,this Deed of
Trust will have no further effect, and Lender will release it at Grantor's expense.
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
t. defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and
preserve the lien's priority as it is established in this Deed of Trust;
2. obey all laws, ordinances, and restrictive covenants applicable to the Property;
3. if the lien of this Deed of Trust is not a first lien,pay or cause to be paid all prior lien notes pursuant
to their respective terms and abide by or cause to be abided by all prior lien instruments; and
4. notify Lender of any change of address.
Grantor agrees not to-
t. do or intentionally or knowingly permit anything to be done that will impair the security of this
Deed of Trust.
B. Lender's Rights
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 9
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee, succeeding to all
rights and responsibilities of Trustee.
2. If the proceeds of the Loan are used to pay any debt secured by prior liens, Lender is subrogated
to all the rights and liens of the holders of any debt so paid, subject to the Subordination Agreement.
3. Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all
payments received by Lender from Grantor with respect to the Obligations or this Deed of Trust may, at Lender's
reasonable discretion, be applied first to amounts payable under this Deed of Trust and then to amounts due and
payable to Lender with respect to the Obligations, to be applied to late charges, principal, or interest in the order
Lender in its discretion determines.
4. If Grantor fails to perform any of Grantor's obligations under this Deed of Trust, subject to prior
written notice and cure period, Lender may perform those obligations and be reimbursed by Grantor on demand
for any amounts so paid, including reasonable and actually incurred attorney's fees, plus interest on those amounts
from the dates of payment at the rate stated in the Note for matured,unpaid amounts. The amount to be reimbursed
will be secured by this Deed of Trust.
5. If there is a default on the Obligations or if Grantor fails to perform any of Grantor's obligations
under this Deed of Trust and the default continues after any required notice of the default and the time allowed to
cure, Lender may-
a. declare any unpaid principal balance and earned interest on the Obligations immediately
due;
b. direct Trustee to foreclose this lien, in which case Lender or Lender's agent will cause
notice of the foreclosure sale to be given as provided by the Texas Property Code as then
in effect; and
C. purchase the Property at any foreclosure sale by offering the highest bid and then have the
bid credited on the Obligations.
Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the
Loan documents, prior to exercising any remedies Lender shall give Grantor and Grantor's general partner and each
of Grantor's limited partners, as identified in the Amended and Restated Agreement of Limited Partnership dated
September 1, 2019 (the "Partnership Agreement"), simultaneous written notice of such default. Grantor, and its
general partner or limited partners on behalf of Grantor, shall have a period of 15 days after such notice is given
within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding
anything to the contrary, if a non-monetary event of default occurs under the terms of any of the Loan documents,
prior to exercising any remedies, Lender shall give Grantor and Grantor's general partner and each of Grantor's
limited partners,as identified in the Partnership Agreement,simultaneous written notice of such default. If the default
is reasonably capable of being cured within 30 days, Grantor and each of its general partner or limited partners on
behalf of Grantor shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan
documents. If the default is such that it is not reasonably capable of being cured within 30 days; .and if Grantor or
Grantor's general partner or any of its limited partners (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 Grantor or Grantor's general
partner or any of its limited partners on behalf of Grantor shall have such additional time as is reasonably necessary
to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising
remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the
default is not cured within 180 days after the first notice of default is given. If the default is not cured after notice
within the time periods stated above, Borrower and each surety, endorser, and guarantor waive all demand for
payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity,
protest, and notice of protest,to the extent permitted by law.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 10
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
6. Lender may remedy any default without waiving it and may waive any default without waiving
any prior or subsequent default.
7. If Grantor fails to perform any of its obligations, covenants, or agreements under the HOME
Contract,this Deed of Trust,the Original Loan Documents, or the FWHFC Loan Documents, Lender may do any
act it deems reasonably necessary to cure such failure. During an event of default, Lender may enter the Premises
with or without notice and do anything that Lender reasonably deems necessary or prudent to do.
8. If Lender elects to make any payments or do any act or thing required to be paid or done by Grantor
under the Loan documents, the Original Loan Documents, or the FWHFC Loan Documents, any sums advanced
by Lender are a part of the Obligations.
C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will-
1. either personally or by agent give notice of the foreclosure sale as required by the Texas Property
Code as then in effect;
2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general
warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and Warranty and
without representation or warranty, express or implied, by Trustee;
3. from the proceeds of the sale, pay, in this order-
a. expenses of foreclosure;
b. to Lender, the full amount of principal, interest, reasonable attorney's fees, and other
charges due and unpaid;
C. any amounts required by law to be paid before payment to Grantor; and
d. to Grantor, any balance; and
4. be indemnified, held harmless, and defended by Lender against all costs, expenses, and liabilities
incurred by Trustee for acting in the execution or enforcement of the trust created by this Deed of Trust, which
includes all court and other costs, including reasonable attorney's fees, incurred by Trustee in defense of any
action or proceeding taken against Trustee in that capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Trust, Grantor must immediately surrender
possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of the purchaser,
subject to an action for forcible detainer.
2. Recitals in any trustee's deed conveying the Property will be presumed to be true, absent evidence
to the contrary.
3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any other remedy will
not constitute an election of remedies.
4. This lien will remain superior to liens later created even if the time of payment of all or part of the
Obligations is extended or part of the Property is released.
5. If any portion of the Obligations cannot be lawfully secured by this Deed of Trust, payments.will
be applied first to discharge that portion.
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6. Subject to the rights of senior lien holders, Grantor assigns to Lender all amounts payable to or
received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation,
and from damages caused by public works or construction on or near the Property. After deducting any expenses
incurred, including reasonable attorney's fees and court and other costs, Lender will either release any remaining
amounts to Grantor or apply such amounts to reduce the Obligations and any excess proceeds shall be paid to
Grantor. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts.
Grantor will immediately give Lender notice of any actual or known threatened proceedings for condemnation of
all or part of the Property.
Notwithstanding the above, in the event of any fire or other casualty to the Property or eminent domain
proceedings resulting in condemnation of the Property or any part thereof, Grantor shall have the right to rebuild the
Property, and to use all available insurance or condemnation proceeds therefor, provided that (a) such proceeds are
sufficient to keep the Obligations in balance and rebuild the Property in a manner that provides adequate security to
Lender for repayment or performance of the Obligations or if such proceeds are insufficient then Grantor shall have
funded any deficiency, (b) Lender shall have the right to approve plans and specifications for any major rebuilding
and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction
escrow or similar arrangement,_and (c) no material default then exists under the Loan documents other than
attributable to the casualty or condemnation. If the casualty or condemnation affects only part of the Property and
total rebuilding is infeasible,then proceeds maybe used forpartial rebuilding and partial repayment ofthe Obligations
in a manner that provides adequate security to Lender for repayment of the remaining balance of the Obligations, and
any excess proceeds shall be paid to Grantor.
7. Subject to the rights of senior lien holders, Grantor assigns to Lender absolutely, not only as
collateral, all present and future rent and other income and receipts from the Property. Grantor may as Lender's
licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the
Obligation or this Deed of Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other
income and receipts to payment of the Obligations and performance of this Deed of Trust, but if the rent and other
income and receipts exceed the amount due with respect to the Obligations and the Deed of Trust, Grantor may
retain the excess. If Grantor defaults in payment or performance of the Obligations or performance of this Deed
of Trust, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent may
rent the Property and collect all rent and other income and receipts. Lender neither has nor assumes any obligations
as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and
remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other
income and receipts collected under this paragraph first to expenses incurred in exercising Lender's rights and
remedies and then to Grantor's obligations with respect to the Obligations and this Deed of Trust in the order
determined by Lender. Lender is not required to act under this paragraph, and acting under this paragraph does
not waive any of Lender's other rights or remedies.
8. Interest on the debt secured by this Deed of Trust will not exceed the maximum 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 of the debt or, if that 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 already paid, credited on the principal of the debt or, if the principal of
the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other
instruments concerning the debt.
9. In no event may this Deed of Trust secure payment of any debt that may not lawfully be secured
by a lien on real estate or create a lien otherwise prohibited by law.
10. When the context requires, singular nouns and pronouns include the plural.
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Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
11. The term Note includes all extensions, modifications, and renewals of the Note and all amounts
secured by this Deed of Trust.
12. Grantor agrees to (a) keep at Grantor's address, or such other place as Lender may approve,
accounts and records reflecting the operation of the Property and copies of all written contracts, leases, and other
instruments that affect the Property; (b) prepare financial accounting records in compliance with generally
accepted accounting principles consistently applied; and .(c), at Lender's request on reasonable notice from time
to time,permit Lenderto examine and make copies of such books,records, contracts, leases, and other instruments
at any reasonable time.
13. Grantor agrees to deliver to Lender, at Lender's request from time to time; internally prepared
financial statements of Grantor and any guarantor of the Note prepared in accordance with generally accepted
accounting principles consistently applied, in detail reasonably satisfactory to Lender and certified to be
materially true and correct bythe chief financial officer of Grantor or its certified public accountant, as applicable.
14. If Lender orders an appraisal of the Property while a default exists or to comply with legal
requirements affecting Lender, Grantor, at Lender's request, agrees to reimburse Lender for the reasonable cost
of any such appraisal. If Grantor fails to reimburse Lender for any such appraisal within 20 days of Lender's
written request,that failure is a default under this Deed of Trust.
15. Grantor agrees to allow Lender or Lender's agents to enter the Property at reasonable times and
inspect it and any personal property in which Lender is granted a security interest by this Deed of Trust.
16. Grantor may not sell, transfer, or otherwise dispose of any Property, whether voluntarily or by
operation of law, except for transfer to the landlord, condemnation, or to obtain utility easements, without the
prior written consent of Lender. If granted, consent may be conditioned upon(a)the grantee's integrity,reputation,
character, creditworthiness, and management ability being satisfactory to Lender; and(b)the grantee's executing,
before such sale, transfer, or other disposition, a written assumption agreement containing any terms Lender may
reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable
with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust, or any
other instruments evidencing or securing the Obligations.
Grantor may not cause or knowingly permit any Property to be encumbered by any liens, security interests,
or encumbrances other than the liens securing the Obligation;the liens securing ad valorem taxes not yet due and
payable and the Permitted Exceptions without the prior written consent of Lender. If granted, consent may be
conditioned upon Grantor's executing, before granting such lien, a written modification agreement containing any
terms Lender may require, such as a principal pay down on the Obligations, an increase in the rate of interest
payable with respect to the Obligations, an approval fee, or any other modification of the Note,this Deed of Trust,
or any other instruments evidencing or securing the Obligations. Lender hereby specifically approves the
execution of the proposed Declaration of Land Use Restrictive Covenants ("LURA") which will be executed by
Grantor on the form required by the Texas Department of Housing and Community Affairs ("TDHCA). Approval
of the LURA shall be reflected by Lender's execution of the form of Consent and Subordination of Lienholder
which is required by the TDHCA.
Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument")
covering the Property that is subordinate to the liens created by this Deed of Trust without the prior written consent
of Lender. If granted, consent for a Subordinate Instrument may be conditioned upon the Subordinate
Instrument's containing express covenants to the effect that-
a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument, no action
may be taken that would terminate any occupancy or tenancy without the prior written consent of
Lender, and that consent, if granted, may be conditioned in any manner Lender determines;
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Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
C. rents, if collected by or for the holder of the Subordinate Instrument, will be applied first to the
payment of the Obligations then due and to expenses incurred in the ownership, operation, and
maintenance of the Property in any order Lender may determine, before being applied to any
indebtedness secured by the Subordinate Instrument;
d. written notice of default under the Subordinate Instrument and written notice of the
commencement of any action to foreclose or otherwise enforce the Subordinate Instrument must
be given to Lender concurrently with or immediately after the occurrence of any such default or
commencement; and
e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligations
and this Deed of Trust will be payable in full before any payments on the indebtedness secured by
the Subordinate Instrument.
Lender acknowledges and agrees that,in the event of a foreclosure of its interest under this Deed of
Trust, the following rule contained in Section 42(h)(6)(E)(ii) of the Internal Revenue Code (the
"Code") shall apply:
For a period of 3 years from the date of foreclosure,with respect to any unit that had been regulated
by the LURA, (i) none of the eligible tenants occupying those units at the time of foreclosure may
be evicted or their tenancy terminated (other than for good cause), and (ii)no rent for said units
may be increased except as otherwise permitted under Section 42 of the Code.
Grantor may not cause or permit any of the following events to occur without the prior written consent of
Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or
assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale,
pledge, encumbrance, or assignment of any of its membership interests; (c) a general partnership or joint venture,
the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its
partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint
venturer; or(d) a limited partnership, (1)the dissolution of the partnership, (2)the sale, pledge, encumbrance, or
assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general
partner, or (3) except for a limited partnership interest in a low income housing project, the withdrawal from or
admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon (a)
the integrity, reputation, character, creditworthiness, .and management ability of the person succeeding to the
ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender;
and (b) the execution, before such event, by the person succeeding to the interest of Grantor in the Property or
ownership interest in Grantor (or security interest in such ownership) of a written modification or assumption
agreement containing such terms as Lender may reasonably require, such as a principal pay down on the
Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other
modification of the Note,this Deed of Trust, or any other instruments evidencing or securing the Obligations.
Permitted Transfers. Notwithstanding anything to the contrary herein or in any other Loan document, the
following shall not constitute a default under any of the Loan documents-
a. the withdrawal, removal, replacement, and/or addition of a General Partner of the Grantor in
accordance with the Partnership Agreement, or the withdrawal, replacement, and/or addition of
Grantor's Limited Partner provided that prior notice of any additional or substitute Grantor's General
Partner is delivered to Lender and any additional or substitute General Partner is reasonably
acceptable to Lender and is selected with reasonable promptness. Any additional or substitute
General Partner that is an affiliate of Grantor's Limited Partner is hereby deemed acceptable to
Lender;
b. the sale,transfer, conveyance or pledge of partnership interests in the Grantor;
C. the sale,transfer,conveyance or pledge of any membership or ownership interest in Grantor's Limited
Partner;
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 14
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
d. the dilution of General Partner's interest in cash flow and/or capital transaction proceeds in Grantor
in accordance with the terms of the Partnership Agreement; and
e. any amendment to the Partnership Agreement which does not affect the financial terms of the
Partnership Agreement, and does not otherwise adversely affect Lender's security interest in the
Property.
Further, none of the actions described in this paragraph will constitute a material change in ownership which would
trigger termination of the Home Contract.
17. Except as otherwise related to the project as defined in the HOME Contract, Grantor agrees not to
grant any lien or security interest in the Property or to permit any junior encumbrance to be recorded or any claim
to otherwise become an encumbrance against the Property other than the proposed LURA and any other lien or
security interest approved in .advance by Lender. If an involuntary encumbrance is filed against the Property,
Grantor agrees, within 30 days of actual notice, to either remove the involuntary encumbrance or insure against
it or provide a bond acceptable to Lender against the involuntary encumbrance.
18. This Deed of Trust binds, benefits, and may be enforced by the successors in interest of all parties.
19. If Grantor and Borrower are not the same person, the term Grantor includes Borrower.
20. Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for payment,
presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest,
and notice of protest, to the extent permitted by law.
21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other actually
incurred costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of
an attorney for enforcement.
22. If any provision of this Deed of Trust is determined to be invalid or unenforceable, the validity or
enforceability of any other provision will not be affected.
23. RESERVED.
24. RESERVED.
25. The term Lender includes any mortgage servicer for Lender.
26. The debt and the performance secured by this Deed of Trust is a nonrecourse obligation of
Borrower. Neither Borrower nor any of its partners nor any other party shall have any personal liability for
repayment of this Loan described in the HOME Contract. The sole recourse of Lender under the Loan documents
for repayment of the Loan or performance of any of the Obligations shall be the exercise of its right against the
security for payment as defined in the Note.
E. Construction Loan Mortgage
1. This Deed of Trust is a"construction mortgage"within the meaning of section 9.334 of the Texas
Business and Commerce Code. The liens and security interests created and granted by this Deed of Trust secure
an obligation incurred for the construction of improvements on land, including the acquisition costs of the
Property.
2. Grantor agrees to comply with the terms, covenants and conditions of the HOME Contract which
requires the Note and this Deed of Trust. All advances made by Lender under the HOME Contract will be
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 15
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
indebtedness of Grantor secured by the liens created by this Deed of Trust, and such advances are conditioned as
provided in the Contract.
3. All amounts disbursed by Lender before completion of the improvements to protect the security
of this Deed of Trust up to the principal amount of the Note will be treated as disbursements under the Contract.
All such amounts will bear interest from the date of disbursement at the rate stated in the Note, unless collections
from Grantor of interest at that rate would be contrary to applicable law, in which event such amounts will bear
interest at the rate stated in the Note for matured, unpaid amounts and will be payable on notice from Lender to
Grantor requesting payment.
4. From time to time as Lender deems reasonably necessary to protect Lender's interests, Grantor
will, on request of Lender, execute and deliver to Lender, in such form as Lender directs but subject to the rights
of any senior lien holders, assignments of any and all rights or claims that relate to the construction of
improvements on the Property.
5. In case of breach by Grantor of the terms, covenants and conditions of the Contract, Lender, at its
option, subject to applicable notice, grace and cure periods, with or without entry on the Property, may(a)invoke
any of the rights or remedies provided in the HOME Contract, (b) accelerate the amounts secured by this Deed of
Trust and invoke the remedies provided in this Deed of Trust, or(c) do both.
F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE FOLLOWING
CONDITIONS AND RESTRICTIONS:
The Note secured by this Deed of Trust is the Note required in the HOME Contract, and has been
executed and delivered in accordance with the Contract. The funds advanced by Lender are HOME funds
and the HOME Contract requires that an additional 4 residential rental units described below and located
on the Property must qualify and remain affordable rental housing in accordance with the HOME
Program and the HOME Regulations for the 20 year Affordability Period more particularly defined in the
HOME Contract. The Obligations described in the HOME Contract evidenced by the Note and secured
by this Deed of Trust will be in default if the HOME-assisted residential rental units located on the Property
more particularly described in the HOME Contract do not remain affordable rental housing for the
duration of the Affordability Period, subject to the next available unit rule.
This Deed of Trust has also been executed and delivered pursuant to the terms of the HOME
Contract. Grantor agrees to perform each and every obligation set forth therein and will not permit a
default to occur thereunder. Any default in the performance of Grantor's obligations under the terms of
the HOME Contract or the HOME Program or HOME Regulations shall be deemed a default in the terms
of the Note and Lender may invoke any remedies provided herein for default.
THE HOME CONTRACT, THE NOTE AND THIS DEED OF TRUST CONSTITUTE THE
FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[SIGNATURES AND NOTARIZATION FOLLOW]
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HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 16
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
COLUMBIA RENAISSANCE SQUARE II, L.P., a Texas limited
partnership
By: COLUMBIA RENAISSANCE SQUARE PARTNERS II,
LLC, a Georgia limited liability company, its General Partner
By:
James Graulcy, President
STATE OF §
COUNTY OF §
This instrument was acknowledged before me on , 2022, by James Graulcy, President
of Columbia Renaissance Square Partners II, LLC, a Georgia limited liability company, General Partner of
Columbia Renaissance Square II, L.P., a Texas limited liability partnership, on behalf of said partnership.
Notary Public, State of
AFTER RECORDING RETURN TO:
City of Fort Worth
City Attorney's Office
Attention: Jo Ann Gunn
200 Texas Street
Fort Worth, Texas 76102
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 17
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
EXHIBIT "A"
PERMITTED EXCEPTIONS
This conveyance is.made and accepted subject to the following Permitted Encumbrances:
1. The following as shown on plat recorded under Clerk's File No. D215133856, Plat Records of Tarrant County,
Texas:
10 foot utility easements.
Shown and Noted on Survey dated July 03, 2019, Revision date September 16, 2019, by Huitt-Zollars, prepared
by Mitchell S. Pillar Registered Professional Land Surveyor 45491,Project No. R309300.05
2. The following as shown on plat recorded under Clerk's File No. D216184248, Plat Records of Tarrant County,
Texas.
portion of 26 foot public access easement.
10 foot by 10 foot public open space easement.
10 foot utility easement.
Shown on Survey dated July 03, 2019, Revision date September 16, 2019, by Huitt-Zollars,prepared by Mitchell
S. Pillar Registered Professional Land Surveyor#5491,Project No. R309300.05
3. Interest in and to all coal, lignite,oil,gas.and other minerals, and all rights incident thereto, contained in instrument
dated January 2, 2007, recorded January 3, 2007 at under Clerk's File No. D207002961 of the Official Records of
Tarrant County, Texas, which document contains the following language "...all rights in and to oil,gas, and other
liquid and gaseous hydrocarbons...". Reference to which instrument is here made for particulars. No further search
of title has been made as to the interest(s) evidenced by this instrument, and the Company makes no representation
as to the ownership or holder of such interest(s).
Noted on Survey dated July 03, 2019, Revision date September 24, 2019, by Huitt-Zollars, prepared by Mitchell
S. Pillar Registered Professional Land Surveyor#5491,Project No. R309300.05
4. Interest in and to all coal, lignite,oil,gas and other minerals, and all rights incident thereto, contained in instrument
dated January 2, 2007, recorded January 3, 2007 at under Clerk's File No.D207002963 of the Official Records of
Tarrant County, Texas, which document contains the following language "...all minerals other than oil, gas and
other liquid and gaseous hydrocarbons...". Reference to which instrument is here made for particulars. No further
search of title has been made as to the interest(s) evidenced by this instrument, and the Company makes no
representation as to the ownership or holder of such interest(s).
Noted on Survey dated July 03, 2019, Revision date September 24, 2019, by Huitt-Zollars, prepared by Mitchell
S. Pillar Registered Professional Land Surveyor#5491,Project No. R309300.05
5. Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated January 23, 2004, by
and between The Grand Lodge of Texas, A.F. &A.M.,for the use and benefit of its Masonic Home and School, as
Lessor, and Powell Royalty, Inc., as Lessee,recorded April 27, 2004 at under Clerk's File No. D204126417 of the
Official Records of Tarrant County,Texas. Reference to which instrument is here made for particulars. No further
search of title has been made as to the interest(s) evidenced by this instrument, and the Company makes no
representation as.to the ownership or holder of such interest(s).
As affected by Surface Use Agreement recorded under Clerk's File No. D206207636, Real Property Records,
Tarrant County,Texas.
As affected by Agreement to Execute Surface Use Agreement and Subsurface/Surface Easement Agreement
recorded under Clerk's File No. D206246403,Real Property Records, Tarrant County, Texas.
As affected by Surface/Subsurface Easement Agreement recorded under Clerk's File No. D207007189, Real
Property Records, Tarrant County, Texas.
As affected by Notice of Gas Well Pad Site Permit recorded under Clerk's File No. D211293843, Real Property
Records, Tarrant County, Texas.
Noted on Survey dated July 03, 2019, Revision date September 24, 2019, by Huitt-Zollars, prepared by Mitchell
S. Pillar Registered Professional Land Surveyor#5491,Project No. R309300.05
HOME DEVELOPER RENTAL CONTRACT-EXHIBITS Page 18
Columbia Renaissance Square II,L.P. -Columbia Renaissance Square Senior Apartments
6. Easement(s)for the purpose(s)shown below and rights incidental thereto as delineated or as offered for dedication,
on the recorded plat: recorded under Volume 205261, Page 2019 (Document No.. D219205621), Plat Records,
Tarrant County, Texas
Purpose: Access
Affects: 26 feet- as shown on plat
Purpose: Sewer
Affects: 20 feet-as shown on plat
Purpose: Utility
Affects: 10 feet-as shown on plat
Purpose: Public Open Space
Affects: 10 foot x 10 foot- as shown on plat
Purpose: Drainage
Affects: Undetermined width-as shown on plat
Shown and Noted on Survey dated July 03, 2019, Revision date September 24, 2019, by Huitt-Zollars, prepared
by Mitchell S. Pillar Registered Professional Land Surveyor 45491,Project No. R309300.05
7. All those listed in First American Policy of Title Insurance File No. 8000552200039.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 19
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
Promissory Note
HOME Funds— Second HOME Loan
Date: August 22, 2022
Borrower: Columbia Renaissance Square II, L.P., a Texas limited partnership
Borrower's Mailing Address:
Columbia Renaissance Square Il, L.P.
1718 Peachtree Street, Suite 684
Atlanta, GA 30309
With a copy to:
Coats Rose, P.C.
14755 Preston Road, Suite 600
Dallas, Texas 75254
Attention: Mattye Gouldsby Jones
Lender: City of Fort Worth, a Texas municipal corporation
Place for Payment:
City of Fort Worth
Neighborhood Services Department
Attn: Assistant Director
200 Texas Street
Fort Worth, Tarrant County, Texas 76102, or any other place that Lender may designate in writing.
Principal Amount: $500,000.00
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to the HOME Investment
Partnerships Program authorized under Title II of the Cranston-Gonzalez National Affordable Housing
Act of 1990, as amended, 42 USC 12701 et seq. ("HOME Program") and the HOME Investment
Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations")
with HOME funds for the development of the Columbia Renaissance Square Senior Apartments, a
mixed income senior multifamily complex located in Fort Worth, Texas (the "project").
Annual Interest Rate: During construction shall be 1% and, beginning at Stabilization, the lesser of the
Long Term Applicable Federal Rate ("AFR") in effect on the date of the
Promissory Note, or 1% per annum.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 20
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
Final Payment Date:
15 years after the date of project stabilization as described in the HOME Contract, City Secretary
Contract No. 52738, as amended, between Borrower and Lender for the Loan ("HOME Contract").
Maturity Date: The termination of the Affordability Period defined in the HOME Contract.
Annual Interest Rate on Matured, Unpaid Amounts: 12%
Terms of Payment:
Payments of the Principal Amount and interest will be based on a 30 year amortization schedule. The
Principal Amount and interest are due and payable in equal annual installments from net cash flow beginning 12
months after the date of project stabilization as described in the HOME Contract and continuing annually until the
Final Payment Due Date. At that time,the unpaid Principal Amount and accrued, unpaid interest will be payable in
full. Payments will be applied first to accrued interest and the remainder to reduction of the Principal Amount.
Provided however, Principal Amount and interest are only payable from 5% of available Net Cash Flow as more
particularly described in the Borrower's Amended and Restated Agreement of Limited Partnership, dated September
1, 2019, as may be amended from time to time (the "Partnership Agreement"). 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.. Principal
and interest to the extent not paid from Net Cash Flow shall be paid out of Borrower's Net Cash Flow in subsequent
years. Notwithstanding anything provided herein, all unpaid Principal Amount and accrued and unpaid interest
remaining outstanding shall be paid on or before the Final Payment Date.
This Note is the Note required in the HOME Contract and has been executed and delivered in accordance
with that contract. The funds advanced by Lender are HOME funds and the HOME Contract requires that an
additional 4 residential rental units, for a total of 16 residential units, described below and located on the Property
must qualify and remain affordable rental housing in accordance with the HOME Program and the HOME
Regulations for the 20 year Affordability Period more particularly defined in the HOME Contract. The
obligations described in the HOME Contract pertaining to the HOME Program and the HOME Regulations
including the Affordability Period as well as the Loan evidenced by this Note will be in default if the HOME-
assisted rental units located on the Property more particularly described in the HOME 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 Deed of Trust(hereinafter defined)for default.
Security for Payment:
This Note is secured by a Deed of Trust Security Agreement- Financing Statement dated August 22, 2022,
from Borrower to Jo Ann Gunn or Denis McElroy, Trustees (the "Deed of Trust") which covers the
personal property described therein and the following real property:
Being a tract of land situated in the J. Justice Survey, Abstract No. 859, City of Fort Worth, Tarrant
County, Texas and being all of Lot 3R-1, Block 1 of the Lots 3R-1 and 3R-2, Block 1, Mason Heights
Addition, .an addition to the City of Fort Worth as recorded in Document No. D219205621 of the Plat
Records, Tarrant County, Texas (P.R.T.C.T)
Other Security for Payment: As set forth in the HOME Contract.
Borrower promises to pay to the order of Lender the Principal Amount plus interest. This Note is payable
atthe Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Final Payment
Date. After the Final Payment Date, Borrower promises to pay any unpaid principal balance plus interest at the
Annual Interest Rate on Matured, Unpaid Amounts.
If Borrower defaults in the payment of this Note, payment on the City's Note for the $1,800,000 loan
using HOME Funds dated September 25, 2019, or in the performance of its obligations under the HOME Contract
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 21
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
or that Loan Agreement between Borrower and the Fort Worth Housing Finance Corporation dated September
25, 2019(the "Loan Agreement"), or in the performance of any obligation in any instrument securing or collateral
to this Note, the Original Loan Note, or in any instrument securing Borrower's performance of the terms and
conditions of the Loan Agreement, Lender may invoke any remedies provided herein or in the Deed of Trust for
default. If a 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. Borrower shall have a period of 10 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 shall have such period to effect
a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably
capable of being cured within 30 days, and if 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 shall have such
additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event
shall Lender be precluded from exercising remedies if its security becomes or is about to become materially
jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default
is given. If the default is not cured after notice within the time periods stated above, Borrower and each surety,
endorser, and guarantor waive all demand for payment,presentation for payment, notice of intention to accelerate
maturity, notice of acceleration of maturity, protest, and notice of protest,to the extent permitted by law.
Borrower's Limited Partner, as identified in the Partnership Agreement, shall have the right to cure any
default existing under the Loan documents, which right must be exercised by the later of (a) the cure period
provided in the. Loan documents, or (b)15 days after receipt of written notice of default by the Limited Partner.
For the Limited Partner to exercise effectively its cure rights, the Limited Partner must fully pay the amount past
due or perform the defaulted obligations, including the payment of any amounts due for reasonable legal expenses
incurred in connection with the default. Notwithstanding anything to the contrary in the Loan documents, upon
the occurrence of any default arising out of: (i)the bankruptcy, insolvency or assignment of assets for the benefit
of creditors by the General Partner of Borrower or by any Guarantor of the Loan, or (ii) the withdrawal from
Borrower of the Borrower's General Partner, or the death or incapacity of a Guarantor, or (iii) a breach of the
representations concerning such General Partner or any Guarantor,the Limited Partner shall have the option, but
not the obligation, within 45 days of receipt of written notice of such default from Lender,to cure any such default
by appointing a substitute or additional General Partner or Guarantor that is an affiliate of the Limited Partner to
act as such General Partner or Guarantor. Any pledge to the Limited Partner by Borrower's General Partner of
the General Partner's interest in the Partnership Agreement as security for the performance of all of the General
Partner's obligations under the Partnership Agreement shall not be an event of default under the Loan documents.
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.
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.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 22
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
Borrower may prepay this Note in any amount at any time before the Maturity Date without penalty or
premium.
When the context requires, singular nouns and pronouns include the plural.
The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment
in full of the indebtedness to be hereafter evidenced by (i) a Promissory Note made by Borrower payable to BBVA
Compass ("Senior Lender") (the "Senior Indebtedness") to the extent and in the manner provided in that
Subordination Agreement among Senior Lender, Borrower and Lender( the "Subordination Agreement"), (ii) a
Promissory Note made by Borrower and payable to the Fort Worth Housing Finance Corporation in the original
principal amount of$700,000.00 (the "FWHFC Loan"), and (iii) a Promissory Note dated September 25, 2019, in
the original principal amount of$1,800,000 made by Borrower and payable to the City of Fort Worth(the "Original
Loan"). The Deed of Trust securing this Note is and shall be subject and subordinate in all respects to the liens,terms,
covenants and conditions of the documents evidencing the Senior Indebtedness("Senior Loan Documents")as more
fully set forth in the Subordination Agreement, and the liens, terms, covenant and conditions of the documents
evidencing the FWHFC Loan ("FWHFC Loan Documents"), and the liens,terms, covenants and conditions of the
loan documents evidencing the City's Original Loan ("Original Loan Documents"). The rights and remedies of
the payee and each subsequent holder of this Note under the Deed of Trust securing this Note are subject to the
restrictions and limitations set forth in the. Subordination Agreement, or the FWHFC Loan Documents, and/or the
Original Loan Documents. Each subsequent holder of this Note shall be deemed, by virtue of such holder's
acquisition of the Note, to have agreed to perform and observe all of the terms, covenants and conditions to be
performed or observed by the Subordinate Lender under the Subordination Agreement.
Subject to the terms of the Subordination Agreement and any cure periods provided in the Senior Loan
Documents, if there is a default in payment of any part of principal or interest of the Senior Indebtedness, the
FWHFC Loan, and/or the Original Loan Documents, or a breach of any covenants contained in the Senior Loan
Documents the FWHFC Loan Documents, and/or the Original Loan Documents, 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 Senior Loan Documents the FWHFC Loan Documents, and/or the Original Loan Documents,
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.
If any installment becomes overdue for more than 15 days, at Lender's option a late payment charge of
5% of the amount then due may be charged in order to defray the expense of handling the delinquent payment.
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 proceeding is commenced against Borrower or an Other Obligated Party and (b) the
proceeding continues without dismissal for 90 days,the party against whom the proceeding is commenced admits
the material allegations of the petition against it, or an order for relief is entered; (7) any of the following parties
is dissolved, begins to wind up its affairs, is authorized to dissolve or wind up its affairs by its governing body or
persons, or any event occurs or condition exists that permits the dissolution or winding up of the affairs of any of
the following parties: (i) Borrower, or (ii) an Other Obligated Party; and (8) any Collateral Security is materially
impaired by loss,theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction,
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 23
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
unless it is promptly replaced with insurance proceeds, collateral security of like kind and quality or restored to
its former condition.
The execution and delivery of this Note are required under the Contract.
If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust, or any other
document evidencing the same transaction between Lender and Borrower, the provisions of the Contract will
govern to the extent of the conflict.
This Note will be construed under the laws of the state of Texas without regard to choice-of-law rules of
any jurisdiction.
This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any of its general and limited
partners nor any other party shall have any personal liability for repayment of the Loan described in the Contract.
The sole recourse of Lender under the Loan documents for repayment of the Loan shall be the exercise of its
rights against the Security for Payment.
Renewal and Extension
This Note is given in modification, renewal and extension (but not in novation or in accord and satisfaction) of
the sum left owing under that certain promissory note in the original principal sum of $500,000.00 dated
September 25, 2019, executed by James S. Grauley and payable to the order of Columbia Renaissance Square
Partners II, LLC, more fully described in a Deed of Trust executed by James S. Grauley for the benefit of
Columbia Renaissance Square Partners II, LLC, dated September 25, 2019, recorded in under Document No.
D219219718, Deed Records of Tarrant County, Texas. It is expressly agreed that such sum left owing on the
above described promissory note was advanced by Lender to the holder thereof and that said liens are hereby
renewed, extended and carried forward in full force and effect to secure the payment of the Indebtedness.
All or a portion of the proceeds of this Note represents funds advanced by Lender to Borrower and that Borrower
used in part to discharge a prior note in the original principal sum of$500,000 which is dated September 25, 2019,
executed by James S. Grauley and payable to the order of Columbia Renaissance Square Partners II, LLC. The
prior note is secured by a deed of trust on the property from Columbia Renaissance Square II, L.P. to Barry J.
Palmer, Trustee, which is dated September 25, 2019, and recorded in the Real Property Records of Tarrant
County, Texas. Borrower acknowledges that the lien(s) securing the prior note is valid,that it subsists against the
property, and that by this instrument it is renewed and extended in full force until this Note is paid and all
Obligations performed, even if the prior lien is released and not assigned to the Lender;
It is understood and agreed that the proceeds of this Note,to the extent the same are utilized to renew and extend
any indebtedness or take up any outstanding liens against the property, or any portion thereof,have been advanced
by Lender at Borrower's request and upon Borrower's representation that such amounts are due and payable.
Lender shall be subrogated to any and all rights, remedies, powers, privileges, liens, titles, and security interest
owned or claimed by.any owner or holder of said outstanding indebtedness or lien, however remote, regardless
of whether said indebtedness or lien is acquired by assignment or is released by the holder thereof upon payment.
[SIGNATURE FOLLOWS]
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 24
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
THE CONTRACT, NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL
AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
COLUMBIA RENAISSANCE SQUARE II, L.P.,
a Texas limited partnership
By: COLUMBIA RENAISSANCE SQUARE PARTNERS II, LLC, a
Georgia limited liability company, its General Partner
By:
James Grauley, President
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 25
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
EXHIBIT "F„
REIMBURSEMENT FORMS
COLUMBIA RENAISSANCE SQUARE II, L.P.
Attachment I
INVOICE
Developer: COLUMBIA RENAISSANCE SQUARE II, L.P.
Address:
City, State,Zip:
Project: Columbia Renaissance Square Senior Apartments
Tax ID Number
Phase Number:
Amount
This Invoice Cumulative to Date
$ $
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page Z6
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
Attachment lI
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Developer: Columbia Renaissance Square H,L.P.
Project: Columbia Renaissance Square Senior Apartments
Line No. Date. Cheek No. Payee or Beneficiary* Description* Amount
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Total
*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals,if
applicable.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 27
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
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EXHIBIT "H"
FEDERAL LABOR STANDARD PROVISIONS - DAMS-BACON REQUIREMENTS
C0LUMBIA RENAISSANCE SQUARE II, L.P.
Federal Labor Standards Provisions U.S.Department of H19 sing
ar10 urt}an I1avalinpirnant
O:ir[at-Of Labor Relatlons
Applicability 110 The work to to pefrcrme4 by the clilLail3arplian
The PrOjmct Of PrOlICO n Ic which the consime-don work mquesled Is coot pbrfarmad by a viamalltoktlbM In the w4ga
covered by Ihls contract portmirlg 1z being Psillsled by The deza3rminatran; rand
United States of AmerJca acid the f0114�+alalg Faderal Labor 12) The cIllgrS ncutlon IG utudzed in the araa by th-Q
Standards Provlalcna a TO ihrluded In this Contrast contArrivion iAdufary; and
pursuant to the pruvislons applicable to such Federat (3) The proposed wage rota. IncladJng any bank fld-8
493ielanco_ }range oerteflt4. boar a Fea"nmbl* raFrtlonahip to- the
A. 1. (r) Mlnlmum Wagws, All laborers and mechanics wags(eke#contvtrrdd lw the-age detorm Ins Clon,
employed or working upon Ihe alit@ of R&work,vrlll be pallid (bM If tits#comirsalof and Itia Iabomrs and MQthan]"to be
ungpadlidonelly and not rasa often then once a weep, and employed In the alas-sIfloatlon III knawn), or Lh8l1F
wilhoui saasequenl dmauetian ar rehdle an any ateounl rbpreseMalivea. and HLPID or its designee agree on Iha
(b%CCpT :1�UCh payroll deducilorra as Iry P-0 r 111;44 by C19#1�Irlc*tio-n #nd waga mle (lnclujwg the} amount
regalailians Issued by the $60ratary Or Labor under The deaig-mated ror fringe ben-ots where agprppflpte). �h ralpbrt
Copeleed Atl (243 CFR Parl 3), 1114 lair herl4l ail 0 wa963 of the avian tzkorr shalt be seal by HUD or Its A4siPaa3 to
and bong fide frJnga benarlIS (Or C6511 dQulyaiarris INPOtfi the A4mrn1sfrslaar of the Wage and Hoar alvlslvn,
#dp M1 timrk ail psyrnant compuled at ratma not less then Ernployrnen#6Iainderds Adm4nistrailian, U.S. Departmant of
those emnla lri-ad 4n 11he wage delerrninetlon al the Lpppr, washinptan, D.C. 20210, The AdminlstFUtar, Of en
-Secretary of Latsor which is $tl4chp4tll hereto an# m$¢e ip aathorr900 repro56ent4tiMa, w1Jl pppr-Ov4, mlk#Ily, or
pail heroW. regardless of any cortteaclual relotiomWp -disapprove averts ad4lGanal clataslflcation actlon williln 3U
which may be all-6gmd to oxIAl betweso ins contractor and dal" yr racalRl and sa advito HUD br Itk designee or will
such laborers and marhknits. Contrlbullima maldal amr notify HUD car lie dBcIgnee within the 30-day perlod lhal
Carats reasonebry antla<Ipa3led far Nana fide fringe benefits additional time Is necessary. (APPFowe4 by Ihk Office Of
Weer $¢"Fan I(o)(2) of ibe nawn-Aearan Acl arr beh*Ff a! Marlp9emenl rind Oki aget Uarder 0MIN l;pntraI number 1215,
rabaEe7S 4r McCh$nies are conaldefeaf wS$es paid to such p144.)
rabo-rkft 4r MikChOrlICs. SUbi"l to th$provi%ions OF 29 CFP
also, repurar corwiDutiovis rnbdio or Cosis (o) In the avers#she contractor,the laborers OF ma#chalnlcr
Indurrmd for msrb than at wb*kly pQri A (snit dot rom, onto to he employed In Ir l clsaaificaallan or their
th$ri q4dr#artY) under plans, funds, or programs, whleki r�pFe�aanlslivae, araa fit��am IIa lie!<tQasea do net agree an
lli an qha partletndr weakly perdad, are deemed w be the prgppsed CNAZ0t109110n prrd Nogg rate (JaC1u4ling Cho
i�abpngtc"t1wtry mad$-or Inpurred during such weekly parlod_
amount Aesignate4 (Of fgatpe berrefa#s. where appropriate),
HUD -or iIs designee shall rater #na gasEklans. )ntluding
Such lab-Dram and moth-artlzu shall be paid the kpproprlatrt the vlmws of dli Int4roslad pwtlim 8nd the rmcommendaiilon
wag& rsle and fringe benefits an the wage dmtermitration al RLPO of ate daelgnee, IQ the Adminilawarar i!qr
far the -Iassrficadon of work actually perfonna d, wlthcul determinallon, The Adminleiretor, or an authorrred
jag$rff 10 gkill, 4airept as prot'idmd In 29 CPR 5.5(agq_ repr4S*ri-tpt1we.w111 iaiaue a dererminellon wili'S1n:Io day¢of
Laborers at sit#cnanics p4orf-01'r7otng wpri In masre titan gne recelpl and so advrse HuO or ils. 4ealgnee dr wLll mptiry
tlaaalfivVioll may b4 comptri-Wed ail the rate 4pnii`[ed for HUD Of Its dtSionoit W11hIn this 34•day peaydd That
each clessrlicaliort for Me time actua 1!r vworto-d Margin; e4dllionml tune rs nmci&ssagy (Approved by the Gi;f1GA of
:Provided, Thal th9 emPloY4r'S payroll F9arordt aecurstaiy ManagernenL and Budget uAddr GMS Gfln"I Humber
gel forth the Hme spont in match clasaiflcmilnn In which 1215-014q.)
work la parfarmed. The wage delarminatlon (Insltrding any
aAAilrllorrii claasl#1C*Uon end w$gp rr#kes 4antorrnrrd u�oder ftl} Tns wage r;�t� din-dI,�#rn9 irin9e aaneflf# whero
ha
29 CFR S.C.4001) and the Dayl.s.0orom po3ter {'WH. apFF4pr or dtsaf Iffirsp Rvraavna Iv g para�r all
t32f} shall be posiod al 011 alone# by Lhe Contractor and Its (1�rkarl} ei �c} of wa paragraph,theph, shall he paid to all
IS
subcontractors at the titan of the work Ih A prorrriM-bdt and woYker Irrrarm fl work In the claaselflcallon under l If%
accessible, pleCa whabrs It tkav be easily keen by the Cdntrptt ffasm lion flf$1 day do whicb work 13 pa#F[ermed If1
g.
the
wor%*r C!a#Sdi I1Vh
(lij (a) Any class dr ladoren or rna#CliSnlc3 which is not (IIIM Whenever The minimaarn wapa} rate prescribed in 4:11a
hated In the wage dstorrnlslaltiora and which Is to M5 contrpet for p cl:a4p GI Igbpreral of m@0henIC4 intlud$p it
ernpla}sad under lase contract shall be clesalfJed in
{range benefill whlarh I$net mxpFessed 9S an hasurig rote. lire
confcrmoocA whit the wvtge ijaxlerrnina IIQn_ HUD shell contraactor air#Ir oills4r pikV thb bonefi# as v1:0bd In that
approvw an a4allional clatssncca Ikon airtd wage role and wa96 dlyxerrnirlbtlan br sharl coy another bone ride frlrtyn
Wngo ban#1411 lHtrefof only When fho roiEowin-p criileria benefit or an hourly swats equivalent lhareof.
have been mat: {Iv) If The eonirwor aavea twos make ppyrnams to a Ir mee
os 1?t4er third p'mfa4v, the C-OnIfaCtor rn8y Cvnsid-or at part
farm HI104010(D 2QD(P}
Prifvlo"141uons are asp aratG P 1 of 5 re#.Handbook 1301-1
HOME DEVELOPER RENTAL CONTRACT-EXHIBITS Page 29
Cohmkbia Rrma;ssance Square II,L.P. - Cohmkbia Renaissance Square Senior Agarbnerds
of the wBWes of arty laborer*r mecioanit the emDunl of any comrnunictihsd in writing to the la-wars or manonics
casts reaaonabfyr ah1lelpolCd 41 proAcrIng bona fide frlApe bffattod, and fBsori & which show tiro casts aMieipal-bd or
benafids under a plarr or plulranr, Provided, That the the actual coot Iriturrefd Jfr pr4vidIr)j such bfanefila.
Secretary of Labor has found, upon tha written request of ContraCtOFS employing apprentices of trainees under
the Controctor, that the appriCabi* standards of the Davlx• approved prpgreme &hail maintain written evidence of the
fa$Ccn Art have bean enst- The $eoretsfy of Lv4or Irby regisiratl*n or apprentice0tip pr&grarns and cer11flt411on of
refaulrir the rostractor to set aside in q s*pmrale acuount lr3lneb programs. the regl-311ratL4n #f the appre-nli"s and
assets fbr the mueting of i}blilati�n5 undeT the Plan or libinees, and the ratrar. end weld f4tt45 prssefibtd In the
program- (,4pprdved by Me DfGdfr of Mana@arnanl and aporibable pr4peamt. �Aoo1#vod by Lab Dfflte -of
Budges under OM13 Control Number 1215-0140.) Management and Budgel uridar OMB Control Numbefs
2. Withholding. HUD or Its d@W-gnee shell upon Ila own 11715,0140 aria 1715-4301P_�
action Qr u000 wrdttcn rblueist or an auMofi2i4 01) {fir) The contractor shall %i/bmil weakly for each we*K
reprosenlaldva of the Oepai•Imonl of Labor withhold or In which arry 06tratt work is pi gfumed a iabpyr of all
amuse to be withheld from the contractor undei this payroll&to HUD or Its dbai$nea L[the agency Is a early to
-Qontrogt or gmy other federal isan(faol with the %ame prime the conrrept, but If ilia agency Is not such a party, the
contractor, or any other federally-a"isled Contract oa.nlractor w1:11 submit the payrolls to ate applreani
sublett to E)awls-Qacon prevailing W094 r4gUir6M"lS. sponsor,or owner, as the case may be. for Iran! rimissipn to
whi" IS held by the same prime contractor so mute of the KUD or its designee, The payrolls!suiamltte0 shell sel out
accrued payments or advances as nlay be consid•eTed accurately Ond toenpldtrtly all or tho Information required
necessary to pay laborers end mechanics, including #a he maintalned under 219 CFR 5.'S(aX3)(1) axcept that full
apprentices, tralneea and 'helpers, empiayed by the social security nambors and haute addr*sses shall noT be
oenlraclgr ar any subcantrscror Me full amount Df wages lncluiled on weekly transrnitiala_ Instead the payrolls &hall
required day the Conlfact In trte evenl of failure Ic p$Y any oply need#p Include an indivildually identifying nurnber tar
laborer yr m"ha+Iio. Including anj ai7Pronlice, lrai"a or earort employrea 1e.1g.. the Ia51 flour 410113 of the amploytee's
halner, ampioyad or waWn4 on the silo of th& work. all or social security +cumber). The required weekly pilyfhll
part of the wages required by Ih$ uunlfacl, HUD or PK Wurmatluh May be SubMItted In tng fafrri dedirild_
designee may, after wriltert nature to the sontraGlar, Opti♦aftal form WH-347 Is available far this pufpose (rare
sponsor, applicant, or owner, lake such action as may he 1ha Wag artd Hour Divlaion Web s11e at
n$oem&ary to cause the $uspenslon of any further WD#www.dof aoy4S3lb W.-2rmsAyh34 Ton sfe.h fm *r Its
paynignl, kdw4mC4, or guarantee of fund$ unlit surfh suq ysor site. The prirrne o8rtkraetor is n+sporWbda for
lriolaliona have C4e440, HIJO or Us. 4031gn4ix rnay, after the submit9sior+ of loafs pI pgY00113 by ell su4C*Mteact1n-rs-
wfltteh malice Io 1he Cdntractar, disburse auCtl arnOuntS Contractara end subconlractors shall rhainlaln the lull
withheld for and on account of the cafrtraclor or saclal securlty+ number and current address DF each
subcanlraclor to the feiraebtlwe employee& to wham they cowered worker, and Shell Provide MOM upon requeal 10
are due_ The ComplrolJar General ghalJ male$ such HUD isr Ite deslgnee fI Ire agency IE a party to tea
diSbumements In the case of direcl Dawl6-gaCDa Aol c4ntraCt. bvl If 1h,e agency Is not such a party, Celt
CCnirWs- CDntriCtor W141 SubMil tn4 Payroll$ 14 the applttant
3. lq Payroll* on-6 batle f4ealydt. Payroll# one ba&[C sponsof,Of owner, *2 tab Ca$4 Mby be, fbr tran$mI&$]on to
records relatlinp the(elo shall be rwrainlained try the HUD of Its dealignee, the lio-ntrAdtai-, ar the Wage and Hour
conliactur during the courae of the work preeerwed far a Dfvlsturi of the Depai'Imenl of Lehat for purpoasa iof an
peFJod of three years (hereafter for all laborers and 1nvestl$atlan or audit of compliance wil0i prevailing wage
meohomi44 worlang *t the $lle pl We work. $Vol+ ratr4rd!� requIraments- 11 i¢hat a vlotatton of Ihis sub wearmpri for
SOVI Cori$oin the nine. Wrea4. and $oCi#I security a prlrne eveRraotor to r"ulrt a sulbcontracfor to provide
nurrtbef of bath Sl;vb worker, hl3 4r nor Clo-rrect addrease& and sotlel lecurit} nurnbatm to ihi* prime
classff catlorl, hourly ral99 of wepas paid [Including rates ConFli ctof for its wen mcords, vrllhout weekly submfaslbn
of conlrllbutlons or costs eftldclpsted for bone Rde fringB to HUD or dts doe:19nee_ (Approved by the Offlee of
h$nefttp gr Gpan ogplwalanla Inere9f of the lypam demcrlbgd Managernenl arid $ltdllor under OMS Conlrgl CJurnl�pr
in Semler 11bg2)(113) of the Davlj:-Daman Art), daily end 121$�014$-�
wetkly+ flafmber or homes worked. dedwilons made and M :E4Glr pSY(a]t SUI)M1t1e0 Ph#If D* 10CCognpafrled by a
actual wiles paid. whi 114NOr Me S*cretaryt of Labor hat 'Stgternent of OaMpIlAnsa,- alined by the COntraClaF or
tbund u0der '2$ CFR 6.5 (a)(1)(IvIl Mat the wage$ al' any suheoatraetor of his or heF agent who pays ur superyl&es
iaborar or machanlc include the arrtuwrit faf any Carte the paYmipnl of the persons arnplayed ipnd@r the contr"t
reasonably anttelpated In providing henefrts under a plan and Moll c@rlify toe follpwinp;
or program deaprL4ed in SecNan qb)(2){B) of 11re f3&vls- (Ill T1481 the pairtorl for lire poyroll period CiantAlns the
Baton Act, the contractor shall rn$Inlain realms which Infarmetlon Fequtred to be provided under 29 CFR S-S
Via* that th• commlinrent to provide such benefits it {a){ )�Ii), the appropriate informaldon Is belni mWatalned
enforcesbJe, that the plan Or pTapram Is financially under 21) CFR and that auoh Mformefion IS
respon&ible, and that the plan or prograrn has bean correct and cofnpl*to=
FMVi4kr$gdiWA arm claaleio I4 M HUD4010(4WIM)
Page 3 bf 6 rsF.HMPA oak 13a4.1 -
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page3O
Cabtunbia Renaissance Square II, L.P. — Cobtumbia Renaissance Square Senior Apartments
(2� That i fth laborer Or mechAniv ilpela4lrlq ea0 herpst, 14 flat re93stera4 Or GM*FWISO e01100YOd ad sllfled 84ova,
apprentice, and lrali"e} employed on the contract during shall big Paid not 10*# l#4arr 408 aoali- 9Qblo wage rAle Oft the
the payroll period hzis been pall the full waskly wages wage deielmilletlOn for the claasiflcatEofi -of work #C1ue11y
earf+ed. wrthM redlfle. el%er directly or indirectly, and performed_ lei addillon, a9r ap;PF4enl4te perlormino work on
th*t no deductions have been tRade either dlreCIIV or [he Jab ails In excaaa of the ratlfs permitted ufeder the
in4irntiiy from Me full waAgea earned, other then regli;t#ren program sh$t be pald not lies# Than the
parmlasible ded-rctions me 01 forth in 29 CFfl Fsrt 3: eppllcable wage} We to the wlige clelerm Inalian far the
(31 That emoth laborer Qr machsnLo#ham been pald not lass wGdk rrttuaIly peiiormmd. Mcere a moptraelor I# parroerning
than the applicable *age rat" afld ir,nge btlnefM or Ca#h canstructron on a projeel in a lot*Hty Other Man thal In
anuWatal4f, For the Classification of work performed, a:9 which its pragsam ds -registered, the re[Ios -and wage rates
speoifle-d In 1:119 apipiCabl9 waoo deter(4W811ibr1 (expreaseo In pareenlagse lof the iourneyman's hourly
Inoarporaled Into the svnlrai5t, rein) Mpeclfled In IhO contraetar'ii ar rruhcanlraeloF'a
reglsteded program sliall pe observed. Every apprentice
cortiia} The weekly eubml5r}Lon fsf aproPeriy execute-d must be pall al not le#� than 1ha rain #peGillea Art Ih�
Wt4-io SAf form*.in Ihi {ever44 S1dd of pt24nl}I,FOrRI regiati�ad pro�iam for tht apt toe&ce'$ Iew*I Gr progre##,
4YH-3#7 shall 89t1s#yr lets rB�Uirome+il far#vbrhi#ltdorF Of CA9 expressed as a percentgi;e of the Fourrteyn«en hiyurly rats
'Slalemanl Of Coehpliafgct'' requir*4 by+ oubpaFagraph Specified in the appi Ica ble wage detaf ninstrcn,
ApIni6niltee anal] be paid fringe beinellts in accardance
Ell 7?ke fa4zlfloellon of Pny of the above eertlflcstiona mey Wili5 the prowl$igng of Ih$epprenllg$ahlp prpgrpm. If the
subleci ihs coneractar of #4t;wgtriGr4r 19 civil gr rrkminmq apprenticeship pioq-ram does not 3pPGify ir]Rge beaaflle,
proaecoilan under Baell-ba 1441 Of True I$ #dad Sastiorl apprenti-cal Must ba paid Lhe lull amount of fringe honelits
231 of Tllle 311 aF the Unit9d States Code. rialed on the wage dalerml-nation For the appalcabla
{ill] The Contractor Or 9UbcfDnlfef;ter shall make the It iha Adinrnlatrator delermines that m
records fegUiNd errkdoi #utp#ragraph Ara.{I] OV45LIahl4 foe different practice preva;Is for ibis applicabla apprealicA
inspection, copylny, or IranscOptI44 by ;Puthwila ld Clas#ilirati-05,fringes shah 4e pald in ac"-dance with thal
rgpresentipfWos of HUD or -is domignee ar the DepartmeM delorminatlon, In MO oWknt the Office Or Appfentlte0.1j)
91 t_abar, and shall palMit Susn rsgramenialfves W Traittirn%P, Employer and Labor Servltes, or a Stale
intitrvlew erne}loyae# during working hour$ an the Jab. II ApprsnliceaMp Agency f*cognized by ilea OffIce,
Me CO.MtraCtof of SUOC4ntr*Glor}$Irk tp 4upml#the reilkrrfed wlthdrgwm ap:PFOWSI of an apar4wria$afilp program, the
retards or to rnako theari aw$61#1514, HIJ4 #r tt# 40eig++eo nantrector will no longer be permitted to utilize
may, efler wTf 1160 fgo[eCa to lho Contractor, 'shifts-Or, apprentices al lee* than 1Ae appiicabre pFedkt9rmInad role
appllaant or 4wnar,take ilvCh Solon e#, rfrily bb nete3$;Ary far the work perforated intll an aetepisbre program Fs
to csuso the sumpanaJon Df any fur[her paymont, adwanise, appro"d,
Or guarantee of funds. Furthermore, failure to submit the J11i Trslnaee, Except as prcvlded In 29 CFR SAS,
required records uporr r$giea1 ar to make such fecords V40nea# will not ba permitted [a war# al lesel than the
avaiFable in ay be around-~TOT debafrn*nt;rtliOn prrraLianl to pre4egermin@4 rote for the work perlormed unieaa litey ere
29 CPR 3.12. employe-d pursuant %to and IndLv14i-filly+ reiglstered in a
e. Apprentice■ ■nd Trainees. larogforn whli<h ham recal%rad prier approval, evidenced by
iI] Apprentle-es. Apprentices will lie pirrmltted to work of formal eonlflcatlon by the U.S. Department ul Lobar,
leas than the predeterminird -eta foi tha work thty Employment and Tfalning Adminialratlon_ The ratio of
performed whet! lh&y WE employed purtu$nl to and tr*inoe# 1.0 Journeymen On the Job beta mhaFl not be Greater
Indlvidti¢lly reQE%tared In a bons fide eppreFeticeshlp char' perreit-ed under the plan approved by the
p{ogrom reglelafrod wish Lbe 0_9_ Deperiment of tabor, EM:ployneent ef`G Trg1;rllnl Admint#tr3lion, E"fy WeIrmo
rimpinymenl and 7ralning Adminlatrellon_ bflite of mural be paid al not leas 1h4n 411e We Specifiad In the
Apprentica#'hip Tmining, Employer i•4d Labor Service#, or approved program for tka Iralfiee's level of aFagress,
with a State Apiamnlicaship Agency rarognizad by the expream4 ae a percentage of she (DurneVinsn hourly rate
t]filf;e, or If a person Ld 9rnp1oynld In his or liar filral 20 #petluod In the eppllCable wage ¢eierrnlnmtlan_ trshnag3
�*y$ of probmtioriary amployment as en epprenflee In mucli e#to be paid fringe bonmrM in liCovr4aaoe with Vie
pn Opprentioeship program, wha In not indivlduelly provJsian* of the Iraineo program. If the train" progralrn
registered In the pregrgm. awl who ryes Caen e$rtitled py does not menlilon flings a&neFlts, trainees Shall be paid
tha Office Or Apprentice&hiy Tralnirlg, EMpIpYor:And Labor the fuFI amount of Fringe Ixen011ta listed on the wags
SeMrwa or a Seale ApptllntFC01111P Alxe Roy (wh" deiefininglilso unleso The AdrnEnistratar -pr the Wage and
opproprlate) to ha elrgible fbr probatlanarg smploymenl as your Dlv4loit doterrnifles Thal there l:s an spprantioesbly
an gpprentlerr_ The alFowable retie of appranticea 10
program a* oolaied with the "trnpondlnq Journeyman
Journeymen on !>Se Job mite In any craft efasaiflf;o#Ion ahpii wage fala an the walls delerminallon which provides for
floc be grcaiar than the-ratio.permitted 10 the contractor as leas Than full fringe beneiils far appre-M]"s. Any
La the enaire work force under#het re-plslereia program, ►lrtyr emplfayee detail on the patron at a Val nee fate who Is not
worker listed an a payroll a; an apprantiaa wage Fate, who reitmered gad pmrllutpaling In a training plan Bpprowed by
Previous 4.-WllarLs are ob%oletp corm HUG4010(0921)0%
FOge 3 016 W.ftq c! 04:k$244.1
HOME DEVELOPER RENTAL CONTRACT-EXHIBITS Page31
Cobumbia Renaissance Square II, L.P. - Cobumbia Renaissance Square Senior Apartments
the Employment Ind Training Admlalistralllon shall De paid awarded HUD contracts or p$rtiorpale Fry Hub prggrtrps
oat less 1`13a n Ike applicable wage rate on the wage pufEua3nt 1-0 24 CFR Pairt 24.
detafrnInatlan for the work actually performed. ]ra elddlilinn, (11) No pall of Ibis contraal shall bs 6ubcordta dad to any
snv 1r$;nse performing wark atf the Jot1 alto In exicaS# 0 persons of fifm inallglble for award al a Government
l!?Ir PIICi4 orgirimoo tlr!4dF 1h@ !F1.111 CI-; doriVwQ by virtuit of the MMS-90-COn A#
Paid inol less than the applirj.014 wage rate on th-o wego ar 29 CFR ±,f2{a?f1) or to be awarded HUD c*nlracts or
daisrmirtotlwn €or M-0 work actually performed. In tho parliclpataa In HUD programs purswanl 40 24 CFR Part 24.
evaml lire Employment and Training Adminlastrallaa
iescrined
withdraws approval of a tralTring program, the canlreclof in t the paOrininarty for made. false s10 1. Is prllonally,
will no !anger tie -Perrrrllied to ullllae lralnees at lens lh$n U.SIn the 1rlmf lfrirCvdi i*oue, in U.S.C. 1T 1. A ddHonally,
the applicable preneiermineo rate !wr the rrork Perroime� 'Fe Grlrxrinaxt Cade_ $ao#Ion Q9 0. Tilts S Lr,$.G.,
Uf+Cif�n aCtePt�Gl4 progrprn 1# approved. 'Federal Housing AdnrinJ#tr9#Jwr1 Ilan*9[:kPOns", prwvideS in
ptrt: 'Whfaever, for fho purpose wf _ influen4:1449 in 2+1y
(111) Equal employmont apporlwnJig. The utirization or way the acllon of such Adminia1ralfan.._., rn9ke5, rEtters Or
Ppp(entices, try Ins ea and Journeymen uod4r 29 OF12 Part 5 puhaishea any alatamenl knowing the same to he false_.__.
eh;Rll ¢e In coaforrnlry wllh the equal #rnpipyment shell be fined nql more lh✓#n ".0011 or Irnprlalon@d n-pl
opportwrllty requlreTents or Exec-uVve Order 11 a$, s trwre Man two yeArs,or boll!,"
amended.and! 29 C-Fki Part 30. 11, Csrnphrinm Procvvdings, or Testrmvhy by
6. Compliamca with Copeland Act requirements. The f3rmplayous. No laborer or meehaalic to whom Me wage.
"ntra war *hair comply wlth the requirements of 21) CFR "i@ rV, qr of her labor vtared erd a pfovl slons of this Contrail
Pitt 3 whi-ch are Inporpor#wbd Cy rettrenco In wi#=ateaol are applicable sballl be dIsc43tgeO or In any other rnann.er
& fiubwoMt-acts. The conlrr,ctor or will disetiminofed ap#iw#I by Cris, Con#r$0or or any
mea0 in ring subcwntrewt:& flYe CltuseE conlalined In sab0onlrAdA r beceus-6 #lath elr'pk�yr}e has tiled any
s-rbp4@Lr2gf3Pht9 1 1ltifough 11 In Ihia paragraph A and such complaint or laslltuted of tauaed to be Inutitutod any
Other CI;#us$s as HUD or ha designee May ny approprlata proceeding or has beatified or is about to teslify in any
tnStruartioe# require, anp a} copy pf 1he $ppllcoole proOe@0zrLg under or relat]ng Ia the labor standards
pnBv;allinq wa12e de0sion. end alto a clause raquirarip thor $pPlaw$14�F$ unpl$r thl5 frpnlract tp h4 employer.
6ubwortlmolors to inwlude those clauses to Any 10wtr tier U. Contract Work Moors S" Sart,tly SUFMrdo Act The
subcanlTildG. The prinh9 c-oratra clor shall be responslble proaiseons of this pwagraph B era wokable*rheas the ErnNArt of the
for the Cantpllance by any subconlraclor ar tGffef Her pum caribmat ameeds ;Z8Q,4dQ. As used in tNr. perapraplk the
subconffzwor with all the contract oleuses in this torms'Ul arm'a W'driedianlca'Fncluds watchmen and guards-
pa r.09fa pil�_
{1) Dy#rtllria ragfrlrrrt+otll#- r+r0 wprBOior or subccmpractat
7, Contract t-edit Failpn; do0arrmaitt. A bfe"M of thit contracting for any part at dw oy&W work which may require nr
camracs dau:aa3 in 29 CFR 6.5 mew be drourid# r#r kypW die empleyrme-int of laborers or merhenlas shell r$grairs or
terrn3natlon of the-cuntracl and far dobarmeni as a permll any gudr rabarer OF mecKwk In any wDdweak in which the
Contcliplpr an-d a suhcantrector se provided in 29 rFR N4ixdd1r11Ilx0-0 orsS -D(K to-0A inOCk'9SQf#phour?n
TR. aw* Workweek unWas asks hbOtw or me1-4c reW-e
fF Corrrpryn4-wIM and Rglatodl,kcr R"V1r*mOrrb- o4rnpensai 81 a r4Cu eM k3S Thad Ore pr+d #tall iiMM em basic
All rulings ana intarpreralionc of the I7avia-Baran and rate of piay for am hours wvrkei In excii" of 44 hoes In asudii
Relaxed Acts caniadned in 29 CFR Parts 1, 3, and 3 are workweek.
herein Incorparaled by reference in this oontraot 12{ Vlalotion; Iladiilty Iflr unpaid wag+k; ldquWatad
S. pltpu1e46 tantrenfnp #f#*r stand■rd#. 0411putara derv#gas. In the Z UUeMt Of any ViolMipn of 146 Clifr#E set
Arising wul df the labor #tadderds provislons Of Ibis forth IA subphragoaph (1) Of MIS paiagraph, the eorlUattor
86ntract shall not be #ubjett to the general dia¢ubbs and any #uboonlractor respofasible Iherefor shall be Ilrtble
Olavae of this centrect_ Such disputes shag he resolved in for Me unpaid wages_ In addilio-n, such -inanlraClar and
acogrgancs wllh the procedures of the Department A auti-nonrraelor sklall he !!able to the United Sleres (la MR
Lirbor eel fort-h rn ze CFR Rarte s. IS. and 7_ Dlaput&s earl of work done undef oon#r$pt for Ina [)I*trlcl of
within the rrma ling or this olsiuse Include Glvpoles b+lw4.n Coiumb4 or a ItrrllorV. to stjO Disfricl or ID suctt
the cfoflt(f+ttor (or IMny of 114 subconlrsclors) anti HUE) or torritory), For Ilquldated dama!;tg. Such li4ui"M
Its designee, the U.S. Dbparlmiiint of Labor, cr the dAnaspea3 slralJ brx compulod with tespsiA to eactl lndlvlduigI
em ploys ma artheJr rep reseniallvera_ laborer or mechanic, including watchmen and guards,
10, (1) Cgrt1jlrFa4lQp Of RIIJgMIllity. 6y entering into Ihla# employed In viotiatlon or the clause sat farllr In
cofllrael the contractor c4glifles In*I noilhor 11 {nor he or auhpar%gr"ft{jl) pf lMs paragraph, In MevnnQf$ig for evo
she) nor ony person yr firm who has an Intefesl rn the CWrdW 4afy on whth UCh INQd~Wn reWtM or pVrnhtbd to
U0fllract0r`a firm is a person oT firm ineJlglbis to be woi:K In Mess or tie sttrrdarl Workweak of-40 bows WUKM payment
awarded Ooverniriam contracls by vinuo of Sootion 3(a)of of thb mrtinae wages required by the elAuae sat forth In sub
the Dawks-d$aewn AOt e�r 28 CFR or to be paragraph(1)of Ihis paragraph_
P4h1(x 6$>dit wk&#rt Otsole'Ie faun F UDL44t4(0&20C`5)
P"84of5 lei.Handbook 13s4.1
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 32
Columbia Renaissance Square II, L.P. — Columbia Renaissance Square Senior Apartments
(a� Withbol(ltng for unpold wnges and llquldalad
danHliss. HiJD or ktL designee si)all mp9rr Iris awn action
or upon written request Of an 9rk1th4ri;i$4.repf$Sentative Gf
Shia Depanrnant of Labor withhold or cause t0 b4 wilhheld,
floor any moneys payable an account of wcrk performed by
Ittie tcntraCtar-or subconiractar under arty lath t0niWil of
ianV blb1hr F#floral c*ntract WIth the same prlma sontracl,
or any other F daratlyo #i41e4 ta%fllcl Subject ID the
Conlrect VJbrk Hours Ud Safety Standards J401 which la
held by Ina name prima vxntractor such sums as rno+V be
deiermdne# to be necessary to satisfy any Ilabll"ies of
such contrPCtor or srrbconiracior for unpaid wagea iknd
Ilqu-dalod dyrnages as provided In tha crauaa sel fonh In
subparagraph (2) or This paragraph.
141 Subr:ontrnets. Thu aiontractor or subconteaclor shall
In#4rt hm any aubcontracra the clauses set forth In
subparogrPph (1) IhrOugh (a) of this paragraph and also a
tFbusb taQWrldg the $ub oRlraClars fa Include IhPse
clauses In any IDwaf Uar -$400on1J4k4L5. the prime
CantraCtOF shall be Atpatr5j}re fcr C-omplience by any
i}ubaonlrsotar or Iawar tier subCcflMracWr wile the V.6" S
set f-OFIr & 8ubpar3Qrephb (1� thfou@h (i� of Mo
paragraph
C. Health and Safety- The px4"iorm of this pq're9rap1%0 are
ap wabuewhare the arnourm of th9 pri nit Wrdred ovmd#SIC4.000,
[1) Nq 14Mpgrer Or mechanic nhali be ragalrad ro WOTk iii
aurroa#-ding5 or aadBr watRing eandildena whIsh are
unaanllary, hazardous. Or dangerous le hi# heailk and
saf-ely a# derarrnlnmd under COnSIFuCOOM safely and healln
atandarda proraulpalad by Ilro Sfretary Of Labor by
r@gV1* rcn_
{aj T414 CdniraGtar strall cOunply wile all -regulation&
issued by The Secretary of Labor purs4anl is Ti1Ie U pact
1426 an-d fallure to comviy mri ,W rasull rn irriposmon of
santliomg pursugnt to the Contrast WaA Hours and Safety
Standard# AM. {PLN lac Law 01-94t, RS: StaE 96). 40 USC
3701 ei s8a,
(1) The canlrasior shall Include this yrcu6#Ica# of th14
poregraph In every subcom(aCl " Ihbt such pr#WsiOn# wJH
be binding ion each isubcon1ractar. The oualractor eh4d6
lako such aetLom with respect to any subcontractor as the
Sejr9li(y of Hogr irrg itnd Urban Dnualopment Or IhO
Secretaxy of Labor thZiEl direct as a means of anfarcing
such pr4VISIon!I.
PA-~cditiveLs are vDWe14 loan HUD-4410{9WV;1)
PWP$A 5 fO.Nandback%344.1
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 33
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square SenbrApart nents
EXHIBIT "I"
SECTION 3 REPORTING FORMS
COLUMBIA RENAISSANCE SQUARE II, L.P.
BM-IIBIT "I"
Section 3 Summary Report U.S.Department of Housing OMB Approval No. 2 529-0 043
Economic Opportunities for and Urban Development (exp.11130/2010)
Low—and Very Low-Inmme Persons Office of Fair Housing
And Equal Opportunity HVG Field 9ffne.
sectlonua*OF page far Pudic Reporting eurCon stoomw
1 Reciprcnt Name 3 Addres tstroct,city,stata,Zip] Fed,mr IdentrP.call on (grant no.) 3 Total nmoun>nr award
4 C urdad person S Phdree flnedude area Bode!
U Lewop of Gr er it 7.1Npurling F'uriod.
8 Gate Report Sutmtted 5.PN gram Code (Use separate sheet 10 rrogram Ham@-
for cacti program cedey
part I: Employment and Tratnin g Columns B,C and F are man datory fields. include New Hires in E&F
A 8 C t7 E F
Number of Number of New IIIof Aggregate Number !a❑f T WBl Staff fours Number of SPCG0113
Job catogorg Now Hirq; Hires Iris!are of$Fall Houre of Now Hiras forS-gOion 3 Emplowos Treineos
ieC 3 Residents that am Sec 3 RPSedpra's and Trainees
Professionals
Technicians
Office/clencal
Construction by Trade SList]
Trade
Trade
Trade
Trade
Trade
Other List
Total
Prpgram Codes 3-Puhl]cAndian Hou9eg a v HCm ele56 ASSr5tartC0 8 a CG80 Slate Adminmtered
1.FI@%ibl0 Subsidy A e G@velopmont. 5-HOME 9•ottr@rCG Prngraw
2-Section 21 2NI1 5="ratign 0 c HOME State Administered 10=Other Houw—q Programs
C n Modamlraoo T=tzS5 Entitle meant
Paw 1 of 2 form HUD W02(6 OD j
Rat 24 CFR 135
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 34
Columbia Reuaissauce Square II,L.P. —Columbia Renaissance Square Senior Apartments
Part II: Contracts Awarded
1. Construction Contracts:
A. Total dollar amount of all contracts awarded on the project $
B. Total dollar amount of contracts awarded to Section 3 businesses $
C. Percentage of the total dollar amount that was awarded to Section 3 businesses %
D. Total number of Section 3 businesses receiving contracts
2. Non-Construction Contracts:
A. Total dollar amount all non-construction contracts awarded on the projectlactivity $
B. Total dollar amount of non-construction contracts awarded to Section 3 businesses $
C. Percentage of the total dollar amount that was awarded to Section 3 businesses %
D. Total number of Section 3 businesses receiving non-constru.ctiomcontracts
Part III: Summary
Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing
and community development programs,to the greatest extent feasible,toward low-and very low-income persons,particularly those who
are recipients of government assistance for housing. (Check all that apply.)
__ Attempted to recruit low-income residents through: local advertising media,signs prominently displayed at the project site,
contracts with the community organizations and public or private agencies operating within the metropolitan area(or
nonmetropolitan county)in which the Section 3 covered program or project is located,or similar methods.
__ Participated in a HUD program or other program which promotes the training or employment of Section 3 residents.
__ Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the
definition of Section 3 business concerns.
__ Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located.
__ Other;describe below.
Public reporting for this collection of information is estimated to average 2 hours per response,including the time for reviewing instructions,
searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information.
This agency may not collect this information,and you are not required to complete this form,unless it displays a currently valid OMB
number.
Section 3 of the Housing and Urban Development Act of 1968,as amended,12 U.S.C.1701 u,mandates that the Department ensures that
employment and other economic opportunities generated by its housing and community development assistance programs are directed
toward low-and very-low income persons,particularly those who are recipients of government assistance housing. The regulations are
found at 24 CFR Part 135. The information will be used by the Department to monitor program recipients'compliance with Section 3,to
assess the results of the Department's efforts to meet the statutory objectives of Section 3,to prepare reports to Congress,and by
recipients as self-monitoring tool. The data is entered into a database and will be analyzed and distributed. The collection of information
involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3. The
information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6)of the Fair Housing Act
and Section 916 of the.HCDA of 1992. An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB
Circular A-108 are not applicable. The reporting requirements do not contain sensitive questions. Data is cumulative;personal identifying
information is not included.
Page 2 of 2 form HUD 60002(1,1/2010)
Ref 24 CFR I35
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 35
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
Form HUD-60002,Section 3 Summary Report,Economic Opportunities for Low-and Very Low-Income Persons.
Instructions: This form is to be used to report annual 8. Program Code: Enter the appropriate program code as listed at
accomplishments regarding employment and other economic the bottom ofthe page.
opportunities provided to low-and very low-income persons under 9. Program Name: Enter the name of HUD Program corresponding
Section 3 ofthe Housing and Urban Development Act of 1968. The with the"Program Code"in number 8.
Section 3 regulations apply to any public and Indian housing
programsthat receive: (1)development assistance pursuant to Part I: Employment and Training Opportunities
Section 5 ofthe U.S.Housing Act of 1937;(2)operating assistance Column A: Contains various job categories. Professionals are
pursuant to Section 9 ofthe U.S.H ousing Act of 1937;or(3) defined as people who have special knowledge of an occupation(i.e.
modernization grants pursuant to Section 14 ofthe U.S.Housing Act supervisors,architects,surveyors,planners,and computer
of 1937 and to recipients of housing and community development programmers).. For construction positions,list each trade and provide
assistance in excess of$200,000 expended for: (1)housing data in columns B through F for each trade where persons were
rehabilitation(including reduction and abatement of lead-based paint employed. The category of"Other"includes occupations such as
hazards);(2)housing construction;or(3)other public construction service workers.
projects;and to contracts and subcontracts in excess of$100,000 Column B: (Mandatory Field) Enter the number of new hires for
awarded in connection with the Section-3-covered activity. each category of workers identified in Column A in connection with
Form HUD-60002 has three parts,which are to be completed for this award. New hire refers to a person who is not on the contractor's
all programs covered by Section 3. Part I relates to employment or recipient's payroll for employment at the time of selection for the
and training.The recipient has the option to determine numerical Section 3 covered award or at the time of receipt of Section 3 covered
employmentftraining goals either on the basis ofthe number of hours assistance_
worked by new hires(columns B,D,E and F). Part 11 ofthe form Column C: (Mandatory Field) Enter the number of Section 3 new
relates to contracting,and Part III summarizes recipients'efforts to hires for each category of workers identified in Column A in
comply with Section 3. connection with this award. Section 3 new hire refers to a Section 3
Recipients or contractors subject to Section 3 requirements must resident who is not on the contractor's or recipient's payroll for
maintain appropriate documentation to establish that HUD financial employment at the time of selection forthe Section 3 covered award or
assistance for housing and community development programs were at the time of receipt of Section 3 covered assistance.
directed toward low-and very low-income persons.' A recipient of Column D: Enter the percentage of all the staff hours of new hires
Section 3 covered assistance shall submit one copy ofthis report to (Section 3 residents)in connection with this award.
HUD Headquarters,Office of Fair Housing and Equal Opportunity. Column E: Enter the percentage ofthe total staff hours worked for
Where the program providing assistance requires an annual Section 3 employees and trainees(including new hires)connected
performance report,this Section 3 report is to be submitted at the with this award. Include staff hours for part-time and full-time
same time the program performance report is submitted. Where an positions.
annual performance report is not required,this Section 3 report is to be Column F: (Mandatory Field) Enter the number of Section 3
submitted by January 10 and,ifthe project ends before December 31, residents that were trained in connection with this award.
within 10 days of project completion. Only Prime Recipients are Part II: Contract Opportunities
required to report to HUD. The report must include Block 1: Construction Contracts
accomplishments of all recipients and their Section 3 covered Item A: Enter the total dollar amount of all contracts awarded on the
contractors and subcontractors. project/program.
HUD Field Office: Enter the Field Office name. Item B: Enter the total dollar amount of contracts connected with this
1. Recipient: Enter the name and address ofthe recipient project/program that were awarded to Section 3 businesses.
submitting this report. Item C: Enter the percentage ofthe total dollar amount of contracts
2. Federal Identification: Enter the number that appears on the connected with this project/program awarded to Section 3 businesses.
award form(with dashes). The award may be a grant, Item D: Enter the number of Section 3 businesses receiving awards.
cooperative agreement or contract. Block 2: Non-Construction Contracts
3. Dollar Amount of Award: Enter the dollar amount,rounded to the Item A: Enter the total dollar amount of all contracts awarded on the
nearest dollar,received by the recipient. project/program.
4&5. Contact Person/Phone: Enter the name and telephone number Item B: Enter the total dollar amount of contracts connected with this
ofthe person with knowledge ofthe award and the recipient's project awarded to Section 3 businesses.
implementation of Section 3. Item C: Enter the percentage ofthe total dollar amount of contracts
6. Reporting Period: Indicate the time period(months and year) connected with this project/program awarded to Section 3 businesses.
this report covers. Item D: Enter the.number of Section 3 businesses receiving awards.
7. Date Report Submitted: Enter the appropriate date. Part III: Summary of Efforts—Self-explanatory
Submit one(1)copy ofthis report to the HUD Headquarters Office of
Fair Housing and Equal Opportunity,at the same timethe The Secretary may establish income ceilings higher or lower than 80 percent
performance report is submitted to the program office. The Section 3 ofthe median for the area on the basis ofthe Secretary's findings such that
report is submitted by January 10. Include only contracts executed variations are necessary because of prevailing levels of construction costs
during the period specified in item 8. PHAs/IHAs are to report all or unusually high-or low-income families. Very loin-income persons mean
contracts/subcontracts. low-income families(including single persons)whose incomes do not
exceed 60 percent ofthe median family income area,as determined by the
The terms"low-income persons"and verylow-income persons"have Secretary with adjustments or smaller and larger families,except that the
the same meanings given the terms in section 3(b)(2)of the United Secretary may establish income ceilings higher or lower than 50 percent of
States Housing Act of 1937. Low-income persons mean families the median for the area on the basis ofthe Secretary's findings that such
(including single persons)whose incomes do not exceed 80 percent of variations are necessary because of unusually high or low family incomes.
the median income for the area,as determined by the Secretary,with
adjustments for smaller and larger families,except that
Paqe 1 form HUD 60002(1112010)
Ref 24 CFR 135
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 36
Columbia Renaissance Square II,L.P. —Columbia Renaissance Square Senior Apartments
EXHIBIT "X"
STANDARDS FOR COMPLETE DOCUMENTATION
OLUMBIA RENAISSANCE SQUARE H, L.P.
Standard oir Documentation for Reimbursement of Development Costs
Cost Type Documentation Standard
Aoauisitian Df Rea Froperty • NoticeteSelGer(date must be on or befarethe date ofoptinns agreement
or sales contract and sig-ied by the buyer and seller)
• Recorded Deed of Trust
• PurchaseAgreementiwl Required HUDIanguage
Master Settlement StatemeritlHUD-=
Apprawsal ar other document used to determine purc7rase pnc
Proafof Payment(i_e_, bank.starerrerA/rancelied check)
Verification of Vacant Status has applkabIP)
Pre-Development and Soft - InYo-rce shou16 include:
Coss I,Arrhitert,Engin.eer,. ■ daEe;
Laridscaae Uesignr SurViEys, ■ company's letternead;
Appralmis, Fovi:ornrnenlal, Legal ■ addressf❑rwhichservice is praaideo;
Fees,4thjr Cor[sull apts, €: ; ■ description Df ser4ice(si arrd items{s};
■ amount for itemized services: and
■ total airount
Proof of Payment{i.e., bank state mentor can ccIIedcheck)
Fully executed c-ontractfservsctagreeMen;s/Jetteragreefnents and
applicable amendments
a Provide printout from yo"Y.sarrs_zow verifying
contractorJsubcontractor is not listed on the deberred and
5LISPE FSiGn II5t
If a+rly a portion is deir+g paid with City funds,then show calculation arse
documentatforr of how Costs ure a llacatec�
Nei�h�o�t<oarf Serwi ces
FINAL as of6121 f2417 P.;n= 1
HOME DEVELOPER RENTAL CONTRACT-EXHIBITS Page 37
Columbia Renaissance Square 11, L.P. -Columbia Renaissance Sq nare Senior Apartments
FORTWORTH.
Standard cf Documentation for Reimbursement of Development Costs
Construction C.Dsts - anvaim shrruld in dude:
I Co ntractors$Sut}cjant ra c t C-r= ■ date;
■ rompany's letterhead;
■ addres3 for wtiicr,serui_e 13 provided;
■ descriptson of service(s)aad Item{s};
■ amountior itemized services;and
■ total amount
Proof o`pawrnp-nt barrkstazement or rancetked clLack)
• Coay-Dfappkablal}spectianrepclrt�si con durted by US Inspertor
• Copy of executed agreements
■ Provide printout f7om wwyy-sam.2o 1 verifying
cantraetorlsubcontraciori5not listed on the debarred and
3uspenslon ll5t
• if orttq a portion is being pain with{ityfundsr there show catculatlan axhd
dacurnentation of how costs are-alloiated-
• rorpaymentof Croat rietainage For the primeforitmctar,proOde glen
tiwa ivers for the p rime-an d a l l su bcontracto rs-
• i.ist rrf subcontra{tors
Materials Purchased by Developer • Invoice should*in dude:
jrFa15Pli.cablel ■ date;
■ rornpany's letterhead;
■ address for-wr,ichserO--e is provided;
■ descrvifoci of 5ervicedsh acid Item{s};
• a mount for itemized services;and
■ total amount
Proof of Payment{i.e-,brick state Ment or cancelled cheO)
i Verification of deh�very
DEVEloper Fee Firtal 4nVQfce Reflecting Totai Development Cbst
{if paid dareztlyfrom HOMEfurids) • Proof of pam-entfor any otheir entity/fundirkg source contributing ttr
development costs
• Shov ralzuiation rf agreed upon deveioperfee percentage
Carries of Final lferr releases fijm contractor/subcontractor
C'nmplpfp nnrijrnpntatinn inr-Sme-PNgif3i4ty of hiiyerifrpntpre i p, inr. ,=
doct rnants for eligible hornebuytr/tenants,safes cantract between
developerjhornehuyer, HAP Deed 1Df iTmst with require4A affordability
period language,e`rc.
• tease documents
• Rnarih5pectionsafcompleted knits
Nei:ghborhac4i Services
FTNA .as of 6 f L 1/zU 17 —
Pam 2
o
HOME DE VELOPER RENTAL C ONTRACT—EXHIBITS Page 38
Columbia Rmaigmme Square I1,L P. —Columbia RmaL%ance Square Senb r Ap artments
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EXHIBIT "L"
DEED RESTRICTION
COLUMBIA RENAISSANCE SQUARE II, L.P.
AMENDED AND RESTATED DEED RESTRICTIONS
HOME Funds
THESE AMENDED AND RESTATED DEED RESTRICTIONS are made effective as
September 25, 2019, by and between COLUMBIA RENAISSANCE SQUARE II, L.P. a Texas
limited partnership ("Owner"), as Grantor, and CITY OF FORT WORTH, TEXAS, a municipal
corporation of the State of Texas ("City"), as Grantee.
WITNESSETH:
WHEREAS, City has received a grant from the United States Department of Housing and
Urban Development ("HUD") through the HOME Investment Partnerships Program, Catalog of
Federal Domestic Assistance No. 14.239("HOME"),with which City desires to promote activities
that expand the supply of affordable housing and the development of partnerships among City,
local governments, local lenders, private industry and nonprofit housing organizations;
WHEREAS, the primary purpose of the HOME program pursuant to the HOME
Investment Partnerships Act at Title I1 of the Cranston Gonzales National Affordable Housing Act
of 1990, as amended, 42 U.S.C. 12701 et seq.(the "Act") and the HOME Investment Partnerships
Program Final Rule, as amended, 24 CFR Part 92 et seq. ("HOME Regulations"), is to benefit
low and moderate income individuals and families by providing them with affordable housing;
WHEREAS, Owner proposes to use HOME funds for a project whereby Owner will
construct, develop, own, and operate a new 120-unit mixed income multifamily rental complex in
the City to be known as Columbia Renaissance Square Senior Apartments (the "Project");
WHEREAS, in September 2019, City agreed to lend, and Owner agreed to accept, a loan
of City HOME funds in the amount of $1,800,000.00 (the "Original Loan"), pursuant to the
requirements of the HOME program in accordance with that certain HOME Contract, City
Secretary Contract No. 52738, between Owner and City, for the purpose of assisting Owner in
developing the Project ("HOME Contract");
WHEREAS, as a condition to City making the Original Loan, Owner had to agree to
comply with certain occupancy, rent and other restrictions for a period of time in order to comply
with the HOME affordability requirements, and agreed to convey to City certain covenants and
restrictions that would burden the real property described in Exhibit A so that the Project would
meet the HOME requirements ("HOME Requirements");
AMENDED AND RESTATED DEED RESTRICTIONS-HOME Page 41
Columbia Renaissance Square Senior Apartments
Rev. 05.12.21
WHEREAS,those covenants and restrictions were filed in the Tarrant County real property
records ("Original Deed Restrictions");
WHEREAS, as part of the original financing for the project, a $500,000 sponsor loan was
issued by the General Partner of the Owner with the intent that it be a temporary loan that would
be refinanced by City using additional HOME funds when such funds were available;
WHEREAS, it was understood that as part of receiving additional HOME funds,the Project
would be required to provide additional HOME units and that the Original Deed Restrictions
would be amended to reflect the additional HOME unit requirement ("Amended and Restated
Deed Restrictions");
WHEREAS, City has agreed to lend, and Owner has agreed to accept, a loan of additional
City HOME funds in the amount of $500,000 (the "Second HOME Loan"), pursuant to the
requirements of the HOME program in accordance with that certain HOME Contract, as
amended, between Owner and City, for the purpose of assisting Owner in developing the Project
and for the purpose of refinancing the sponsor loan;
WHEREAS; it is the express intention of all parties that these Amended and Restated
Deed Restrictions shall extend and renew the Original Deed Restrictions as amended herein to
reflect the additional HOME requirements and ensure compliance with the HOME Regulations
and shall relate back to the time of the filing of the Original Deed Restrictions;
NOW, THEREFORE, in consideration of the making of the Second HOME Loan by the
City and the disbursement of any part thereof, and in order to comply with the requirements of the
Act and the HOME Regulations with regard to both the Original Loan and the Second HOME
Loan, Owner (together with its successors and assigns and subsequent owners of the Project),
hereby agrees that the following restrictions shall apply to the real property described in the
attached EXHIBIT "A":
1) In compliance with the maximum per unit subsidy amount rules at 24 CFR Part
92.250(a) and the minimum amount of assistance rules at 24 CFR Part 92.205(c), the number of
units in the Project which have been designated by Owner and approved by the City as subject to
all occupancy, rent, and affordability requirements contained in the HOME Regulations shall
consist of 16 units of the 120 total residential units in the Project("HOME Units")
2) There shall be a total of 16 HOME units, including the 12 HOME units previously
required under the Original Loan, and an additional 4 HOME units required under the Second
HOME Loan. The HOME Units rented or available for rent to households whose annual incomes
do not exceed 80% of area median income ("AMP'), as set annually by HUD with adjustments
for family size .("High HOME Eligible Tenants"), shall be 12 units .("High HOME Units"). The
number of HOME Units rented or available for rent to families whose annual incomes do not
exceed 50% percent of AMI ("Low HOME Eligible Tenants") shall be 4 units ("Low HOME
AMENDED AND RESTATED DEED RESTRICTIONS-HOME Page 42
Columbia Renaissance Square Senior Apartments
Rev. 05.12.21
Units") The HOME Units can be designated as either High HOME Units or Low HOME Units.
The HOME Units are floating.
3) Owner hereby acknowledges and agrees that the Project is to be owned, managed
and operated as a rental housing project for affordable housing as set forth in 24 CFR Part 92.252
and,that the HOME Units must be occupied only by HOME Eligible Households as defined in the
HOME Contract and must also meet the following requirements to qualify as affordable housing
and will be subject to the following restrictions and covenants:
a. High HOME Rents. The maximum HOME rents are the lesser of:
(1) the fair market rent for existing housing for comparable units in the
area as established by HUD under 24 CFR Part 888.111; or
(2) a rent that does not exceed 30% of the adjusted income of a family
whose annual income equals 65% of AMI with applicable adjustment for the
bedroom size of the relevant housing unit. High Home Rent may not exceed the
maximum rent limitations established by HUD minus utility allowances. For the
purposes of these Amended and Restated Deed Restrictions, "utility
allowances" .are those monthly allowances for utilities (excluding telephone)
adopted by City in accordance with the HOME Regulations and HUD guidance, as
more particularly described in the HOME Contract.
b. Low HOME Rents. Rents for Low HOME Units must meet one of the
following rent requirements:
(1). the rent does not exceed 30% of the annual income of a family at
50% of AMI adjusted for family size. Low Home Rent may not exceed the
maximum rent limitations established by HUD minus utility allowances. However,
if the rent determined under this paragraph is higher than the.applicable rent under
(a) of this section,then the maximum rent for HOME Units under this paragraph is
that calculated under paragraph (a); or
(2) the rent does not exceed 30% of the family's adjusted income. If the
family receives Federal or Texas project-based rental subsidy and the very low-
income family pays as a contribution toward rent not more than 30% of the family's
adjusted income, then the maximum rent (tenant contribution plus project-based
rental subsidy)is the rent allowable under the Federal or Texas project-based rental
subsidy program.
C. The Owner will not refuse to lease a HOME Unit to a certificate or voucher
holder under 24 CFR Part 982 (Section 8 Tenant-Based Assistance: Unified Rule for
Tenant-Based Assistance under the Section 8 Rental Certificate Program and the Section
8 Rental Voucher Program) or to the holder of a comparable document evidencing
participation in a HOME tenant-based rental assistance program because of the status of
AMENDED AND RESTATED DEED RESTRICTIONS-HOME Page 43
Columbia Renaissance Square Senior Apartments
Rev. 05.12.21
the prospective tenant as a holder of such certificate, voucher, or comparable HOME
tenant-based assistance document.
4) Initial Rent Schedule and Utility Allowances. Owner must verify that all tenants
of HOME Units are HOME Eligible Households with full Tenant Documentation at the time the
initial lease for a HOME Unit is executed as more particularly described in the HOME Contract.
Tenants must certify the number of people in tenant's household along with such person's names
and ages. Owner shall obtain financial information on all members of a tenant's household.
5) Tenant Income. Owner must use the definition of annual income used by 24 CFR
Part 65.609 to establish tenant income eligibility and shall use the most current HUD Income
Guidelines. Owner must verify that all tenants of HOME Units are HOME Eligible Households
with full Tenant Documentation as more particularly described in the HOME Contract. Owner
must verify the income of the tenants of the HOME Units annually after the initial lease is
executed, but may use a City-approved tenant self-certification form as Tenant Documentation.
Notwithstanding the foregoing, Owner must verify the income eligibility of all HOME Eligible
Households with full Tenant Documentation every 6th year of the Affordability Period. Owner
must maintain copies of Tenant Documentation as required under the HOME Contract. In the
event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, Owner
shall have 30 days to determine if a market rate tenant qualifies as a HOME Eligible Household
or fill an empty market rate unit with a HOME Eligible Household.
6) Tenant Lease and Tenant Selection. Owner's lease for the HOME Units shall.
comply with 24 CFR Part 92.253 as more particularly described in the HOME Contract. Owner's
tenant selection policy and criteria shall be consistent with the purpose of providing housing in
accordance with the HOME Regulations including addressing nondiscrimination and affirmative
marketing as more particularly set out in the HOME Contract.
7) The Project shall be maintained to and fully comply with all City codes and federal
Housing Quality Standards.
8) The Affordability Period for the Project is 20 years ("Affordability Period") as
more particularly described in the HOME Contract. The Affordability Period begins on the date
that the project status is changed to "complete" in IDIS, HUD's project tracking system.
9) The preceding use restriction and Affordability Period (i) shall run with the land,
(ii) shall be binding upon the Owner and Owner's heirs, personal representatives, successors and
assigns, and (iii) shall be enforceable by actions at law or in equity by the City, its successors and
assigns and/or one or more third-party beneficiaries. For the purpose of these Amended and
Restated Deed Restrictions, a third-party beneficiary shall be any member of a HOME Eligible
Household as defined in the HOME Contract. Owner hereby subjects the Project (including the
Project site) to the covenants, reservations and restrictions set forth in these Amended and
Restated Deed Restrictions and Owner hereby declares its express intent that the covenants,
reservations and restrictions set forth herein shall, be deemed covenants running with the land and
shall, pass to and be binding upon Owner's successors in title to the Project. Each and every
contract, deed or other instrument hereafter executed covering or conveying the Project or any
AMENDED AND RESTATED DEED RESTRICTIONS-HOME Page 44
Columbia Renaissance Square Senior Apartments
Rev. 05.12.21
portion thereof shall conclusively be held to have been executed, delivered and accepted subject
to such covenants, reservations and restrictions as set forth in such contract, deed or other
instruments.
10) Owner hereby agrees to execute further documentation required by the City or
HUD which may be necessary to cause these Amended and Restated Deed Restrictions to
comply with the laws, ordinances and/or regulations referenced herein or in the HOME Contract
(or any other applicable laws that supplement, amend, restate, replace or otherwise pertain to such
laws, ordinances and/or regulations).
11) Sale or Transfer of the Land or Project. Until the termination of these Amended
and Restated Deed Restrictions, Owner hereby covenants and agrees not to sell, transfer or
otherwise dispose of any portion of the real property or Project, without obtaining the prior written
consent of the City. Any transfer or disposition of the real property or the Project without the
written agreement of the City, in a form as will meet the requirements of a conveyance of real
property in Texas, shall be null, void and without effect, shall cause a reversion of title to Owner
and shall be ineffective to relieve Owner of its obligations under this document.
12) Owner and City hereby declare their understanding and intent that the covenants,
reservations and restrictions set forth herein directly benefit the real property.
13) Default; Remedies. City shall declare an "Event of Default" to have occurred
hereunder if City becomes aware or is notified in writing of a default in the performance or
observance of any covenant, agreement or obligation of Owner set forth in these Amended and
Restated Deed Restrictions, and if such default remains uncured for a period of 60 days after
written notice of such default shall have been given by City to Owner.
In the event of any action at law or suit in equity by one party to these Amended and
Restated Deed Restrictions against another party with respect to these Amended and Restated
Deed Restrictions, the party prevailing in such.action shall receive from the other party and the
other party shall pay to the prevailing party, in addition to all other sums which may be payable to
the prevailing party as a result of such action, a reasonable sum for the prevailing party's attorneys'
fees and costs and other expenses of such action or suit.
No failure to exercise and no delay in exercising any right hereunder shall operate as a
waiver thereof,nor shall any single or partial exercise thereof preclude any other or further exercise
thereof, or the exercise of any other right. The rights and remedies herein provided shall be in
addition to all other rights or remedies provided by law. No modification or waiver of any
provision of these Amended and Restated Deed Restrictions, or consent to departure here from,
shall be effective unless in writing and signed by the parties and no such modification, consent, or
waiver shall extend beyond the particular case and purpose involved. No notice or demand given
in any case shall constitute a waiver of the right to take other action in the same, similar or other
instances without such notice or demand.
14) Owner shall cause this document, and all amendments and supplements hereto and
thereto, to be recorded and filed in the real property records of Tarrant County and in such other
AMENDED AND RESTATED DEED RESTRICTIONS-HOME Page 45
Columbia Renaissance Square Senior Apartments
Rev. 05.12.21
places as City may reasonably request. Owner shall pay all fees and charges incurred in connection
with any such recording.
15) These Amended and Restated Deed Restrictionsshall be governed by the laws of
the State of Texas.
16) Headings and titles herein are for convenience only and shall not influence any
construction or interpretation.
17) If any provision of these Amended and Restated Deed Restrictionsshall be
invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining portions
hereof shall not in any way be affected or impaired thereby.
18) All terms not dermed herein shall have the meaning proscribed to them in the
HOME Contract. If any provision of these Amended and Restated Deed Restrictions
conflicts with any provision of the HOME Contract, the provisions of the HOME Contract
will govern to the extent of the conflict.
[Signature Pages to Follow]
AMENDED AND RESTATED DEED RESTRICTIONS-HOME Page 46
Columbia Renaissance Square Senior Apartments
Rev. 05.12.21
IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authorized representatives, all on the date first written hereinabove.
OWNER:
COLUMBIA RENAISSANCE SQUARE II, L.P., a Texas
limited partnership
By: Columbia Renaissance Square Partners II, LLC, a
Georgia limited liability company, its General Partner
By:
Name: James S. Grauley
Title: President
Date
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 2022, on behalf of
Columbia Renaissance Square II, LP, a Texas limited partnership, by James S. Grauley, President
of Columbia Renaissance Square Partners II, LLC, a Georgia limited liability company, its General
Partner.
Notary Public, State of Texas
[Signatures Pages Continue]
AMENDED AND RESTATED DEED RESTRICTIONS-HOME Page 47
Columbia Renaissance Square Senior Apartments
Rev. 05.12.21
IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authorized representatives, all on the date first written hereinabove.
CITY OF FORT WORTH
By:
Fernando Costa, Assistant City Manager
M&C G-19056 Dated August 1, 2017 Date:
M&C G-19229 Dated February 13, 2018
M&C C-29103 Dated May 7, 2019
M&C C-21-0274 Dated April 13, 2021
APPROVED AS TO FORM AND LEGALITY:
Jo Ann Gunn, Assistant City Attorney
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on September 2022, by
Fernando Costa, Assistant City Manager of the City of Fort Worth, on behalf of the City of Fort
Worth.
Notary Public
AMENDED AND RESTATED DEED RESTRICTIONS-HOME Page 48
Columbia Renaissance Square Senior Apartments
Rev. 05.12.21
EXHIBIT "A"
Legal Description
Being a tract of land situated in the J. Justice Survey, Abstract No. 859, City of Fort Worth, Tarrant County, Texas
and being all of Lot 3R-1, Block 1 of the Lots 3R-1 and 3R-2, Block 1, Mason Heights Addition, an addition to
the City of Fort Worth as recorded in Document No. D219205621 of the Plat Records, Tarrant County, Texas
(P.R.T.C.T.)
49
EXHIBIT "M"
VAWA FORMS
COLUMBIA RENAISSANCE SQUARE II, L.P.
• Notice of Occupancy Rights under the Violence Against Women Act
• Model Emergency Transfer Plan for Victims of Domestic Violence, Dating Violence, Sexual
Assault, or Stalking
• Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence, Sexual
Assault, or Stalking
• Certification of Domestic Violence, Dating Violence, Sexual Assault, or Stalking and Alternate
Documentation
• Lease Addendum
Where permitted by federal regulations, Developer may use its own forms so long as they meet the
requirements of the VAWA and its accompanying regulations. Developer is responsible for ensuring that
the proper forms and required actions are taken in compliance with VAWA and any applicable
regulations, and acknowledges that it is solely responsible for using the appropriate forms as they may be
changed from time to time.
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EXHIBIT "N"
HOME REQUIREMENTS
Columbia Renaissance Square Senior Apartments
Owner shall ensure that the Manager receives a copy of the HOME Contract which enforces the HOME
Regulations. Below is an outline of the HOME Requirements that the Manager will be responsible for while
managing the HOME Units in the Apartment Complex. Some of the Capitalized terms not defined herein shall
have meanings assigned them in the HOME Contract.
1. Manager acknowledges that the Apartment Complex operates under the HOME Program Section 504
requirements. Accordingly, Manager shall exercise its commercially reasonable efforts to take the
following steps to:
Comply with Section 504 requirements and other federal accessibility requirements. The
Apartment Complex must contain 9 Accessible Units. Of these 6 must be accessible to individuals
with mobility impairment, and 3 must be accessible to individuals with visual impairments. These
units should also only be rented to individuals with mobility visual impairments.
2. Manager will follow the procedures given by Owner to rent HOME Units to residents at or below 80%
AMI; provided however,the first tenant to occupy a High HOME Unit, as defined in the HOME Contract,
must be a tenant whose annual income adjusted for family size does not exceed 60% of AMI.
3. Manager must manage the HOME Units as set forth in the chart below to ensure that they are occupied
by tenants that are either High HOME Eligible Tenants or Low HOME Eligible Tenants as described in
the chart. Of the 16 HOME Units, 12 must be HIGH HOME Units and 4 must be LOW HOME Units.
The Low HOME Units must be occupied by households earning at or below 50% AMI. These very low-
income tenants must occupy HOME Units at or below the Low HOME Rent. The mix of bedroom units
for the HOME Units is shown on the chart below. The mix of bedrooms of the HOME Units must be
proportional to the overall bedroom mix of all the units in the Apartment Complex. Manager must manage
the HOME Units in accordance with the chart, the HOME Requirements and the guidelines contained in
the Managing Rental Unit Mix Under HOME published by HUD at:
httpsa/files.hudexchange.info/resources/documents/Managing-Retital-Unit-Mix-Under-HOME.pdf.
HOME UNIT MIX
Proposed Units 96 1-BR 24 2-BR 0 3-BR 0 4-BR
120 total
High HOME Units 91-BR 3 2-BR 0 3-BR 0 4-BR
(12 total
Low HOME Units 3 1-BR 1 2-BR 0 3-BR 0 4-BR
4 total *
*The HOME Units may be designated as floating, if the HOME Units are comparable to the
non-assisted units in the Apartment Complex.
4. Manager must notify Owner in writing within 30 days if any HOME Unit is occupied by a tenant who is
not income eligible, or if any HOME Unit remains vacant for more than 90 days.
5. The HOME Units are floating. When a "floating" unit is changed within the Apartment Complex, the
newly designated "floating"unit must be comparable to the non-HOME assisted units_
6. Manager must charge the appropriate High HOME and Low HOME rents and not charge rents in excess
of the HOME Program Rents for any given year. These program rents change annually and City will
provide the Owner and Manager with updated HOME rent limits so that rents may be adjusted (not to
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exceed the maximum HOME rent limits). For projects that have floating HOME Units, per HUD
regulations, changes may need to be made where instances of tenant's income either rises above or falls
below certain thresholds. Manager should refer to the Managing Rental Unit Mix Under HOME found
at https:Ilfiles.hudexchange.info/resources/documents/Managing-Rental-Unit-Mix-Under-HOME.12 for
guidance. Manager should retain necessary documentation to demonstrate that each HOME Unit is
occupied by an income-eligible tenant. General rental housing records must be kept on-file for 5 years
after the HOME Affordability Period, as defined in the HOME Contract, ends.
7. Before executing any lease for a HOME Unit, Manager must verify all new tenants' income eligibility
using the annual income definition in 24 CFR 5.609. Income documentation must be sufficient to show
that a tenant is a HOME Eligible Household. Tenant Documentation may include but is not limited to
copies of paychecks, Social Security and disability verification letters, interest or rental income
statements, retirement income statements, child support and alimony verification, unemployment benefit
letters, and the like for initial tenant income eligibility verifications, and the tenant income verification
required every 6' year of the Affordability Period. Documentation for tenant income eligibility
verifications for other than the initial lease and the 6th year of the Affordability Period shall be a City
approved income self-certification form. Manager shall use the most current HUD Income Guidelines and
Technical Guidance for Determining Income and Allowances to determine tenant eligibility.
8. Manager shall maintain copies of Tenant Documentation and all tenant self-certification forms as required
under the HOME Contract.
9. Manager shall submit for City approval a sample tenant lease prior to accepting tenant applications. This
sample lease must include:
a. Tenant must be given at least 30 days written notice before rent increases may be implemented,
and 30 days written notice must be given notifying the tenant must vacate the unit.
b. The lease term for a HOME Unit must be for at least 1 year, unless the tenant and Manager agree
on a shorter term.
c. Tenant rents may not increase until the original lease expires, or until 1 year anniversary of tenant
entering into the lease, whichever occurs first.
d. HUD publishes the HIGH and LOW HOME rents annually, and the Manager should use the
numbers provided to calculate rents.
e. Maximum allowable HOME rents must be reduced if the tenant pays utilities.
£ Tenant lease must inform tenant that their income will be reexamined annually, either at the
anniversary of the initial income verification, or at lease renewal.
g. Tenant lease must explicitly state that their rent may increase if the tenant is placed in a HOME
Unit and at the time of income recertification, their income increases above or the required
thresholds.
10. Rents charged to tenants are subject to the HOME Regulations at 24 CFR 92.252 (a) and (b). Under no
circumstances may the maximum rental amounts charged to tenants of HOME Units exceed the High
Home Rent minus monthly allowances for utilities and services (excluding telephone) established by
HUD. Manager agrees to abide by HUD approved schedules of HOME rent levels and locally adopted
utility allowances published by the local housing authority. Manager should keep records that include
documentation to back-up rents levels and utility allowances.
11. Manager must have a tenant selection policy which provides for:
a. The selection of tenants from a written waiting list in the chronological order of their application,
insofar as is practicable;
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b. The prompt written notification to any rejected applicant of the grounds for such rejected; and bi-
lingual leasing and management assistance.
c. Ensure that holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or
similar subsidy) are not excluded from renting a unit in the Required Improvements.
d. The tenant selection policy must address non-discrimination and affirmative marketing, as per
federal guidelines.
e. Market accessible units in the following order:
1. Market within the property to persons requiring an accessible unit.
2. Reference waiting list to check for persons requiring accessible unit.
3. Market to general community for persons requiring accessible unit.
4. Market to persons that do not require accessible unit.
The tenant selection policy must address managing HOME Unit mix under HOME Regulations. The
tenant selection policy must comply with state and local tenant/landlord laws.
Manager shall adopt affirmative marketing. procedures and requirements for the 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, without regard for sex, age, race,
color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual
orientation, gender identity, gender expression or transgender, are given an equal opportunity to
participate in the Apartment Complex. The procedures and requirements must also include the designation
of an individual that will be responsible for marketing the Apartment Complex and establishing a clear
application screening plan and the maintenance of documentation and records to evidence affirmative
marketing procedures have been implemented. City shall have no responsibility with regard to affirmative
marketing of the Apartment Complex. Affirmative marketing procedures shall be submitted to City for
approval prior to implementation.
12. Manager shall abide by all federal non-discrimination and fair housing laws.
13. Manager understands and agrees that it will be subject to monitoring by City for compliance with the
HOME Regulations for the duration of the 20 year Affordability Period. Manager will provide reports
and access to Apartment Complex files as requested by City during the Affordability Period and for 5
years after the end of the Affordability Period, and will meet all the reporting requirements set out in this
Agreement. This Section shall survive the termination or expiration of this Agreement. City shall have
access at all reasonable hours to the Manager's offices and records dealing with the HOME Unit, and its
officers, directors, agents, employees, and contractors for the purpose of such monitoring.
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