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HomeMy WebLinkAboutContract 59854CITY SECRETARY STATE OF TEXAS §r`#WC,T NO. �S COUNTY OF TARRANT § This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City" or "Lender") and New Leaf Community Services, a Texas nonprofit corporation (hereafter "Developer"). Lender and Developer may be referred to individually as a "Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, Lender has received a grant from the United States Department of Housing and Urban Development ("HUD") under Section 3205 of the American Rescue Plan Act of 2021 ("ARP"), provided through the HOME Investment Partnerships Program ("HOME"), Catalog of Federal Domestic Assistance No. 14.239, known as HOME -ARP Funds, with which Lender desires to promote activities that expand the supply of affordable housing for homeless and at -risk populations and the development of partnerships among City, local governments, local lenders, private industry and nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the 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, HUD has issued additional detailed guidance for use of the HOME -ARP funds through CPD Notice 21-10 dated September 13, 2021, and Memorandum regarding HOME - ARP Waivers dated September 8, 2021, known as the HOME -ARP Guidance; WHEREAS, the City Council and the Board of Directors of the Fort Worth Housing Finance Corporation have both adopted Resolutions supporting an affordable housing strategy, known as the Fort Worth Housing Strategic Framework, which includes a special focus on the creation of Permanent Supportive Housing for chronically homeless individuals as a priority; WHEREAS, Permanent Supportive Housing ("PSH") combines longterm rental assistance with supportive services and case management for individuals who have been homeless for over a year and are disabled; WHEREAS, Developer was formed in 2019 by individuals and groups with experience in serving the homeless and affordable housing development; WHEREAS, Developer proposes to use HOME -ARP funds for the development and construction of the Camp Bowie Apartments which is a 48-unit PSH project ("Project") which is an eligible project under the HOME Regulations and the HOME -ARP Guidance, whereby Developer will receive the funds from Lender in the form of a forgivable loan; RACT OFF! ILI ommu ity Services — Camp Bowie Apartments Page 1 CITY SECRETARY LLT. WORTH, U WHEREAS, Developer also received the commitment of a forgivable loan in the amount of $1,200,000.00 from the Fort Worth Housing Finance Corporation for the development of PSH which is a portion of the development costs of the Project, and has obtained other financial commitments to match the Corporation funds dollar for dollar in the amout of $1,200,000.00; and WHEREAS, City residents and the City Council have determined that the development of quality, accessible, affordable housing is needed for moderate, low, and very low-income City residents. 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. Lender and Developer hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract, the following terms shall have the definitions ascribed to them as follows: Accessible Units means units accessible to handicapped tenants. Developer must comply with Section 504 requirements and all other applicable Federal accessibility requirements. The Required Improvements must contain 4 Accessible Units. Of these 4 units, 3 must be accessible to individuals with mobility impairments, and the other 1 must be accessible to individuals with visual or hearing impairments. Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. Affordable Rent means a rent amount that does not exceed the HOME -ARP Rent Limits published annually by HUD, and authorized by the HOME -ARP Guidance, 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 a P S H Unit must be leased to 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" inIDIS. Area Median Income or AMI means the median family income for the Fort Worth -Arlington metropolitan statistical area as set annually by HUD. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 2 Business Day means any day that the Fort Worth City Hall is officially open to the public for business. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 24534-11-2020, as may be amended from time to time. Chronically Homeless means an individual who has been homeless for at least one year, or on at least four separate occasions in the last three years, and has been diagnosed with a disability such as serious mental illness, substance abuse disorder, chronic physical illness or disability, post -traumatic stress disorder, developmental disability or cognitive impairment from brain injury. Chronically Homeless is more specifically defined at 2 CFR 578.3 in the HUD regulations. Closing means the closing of the Loan and the FWHFC PSH Loan. Complete Documentation means the following documentation as applicable: 1. Attachments I and Il of Exhibit "F" — Reimbursement Forms, with supporting documentation as follows: a. Proof of expense: invoices, leases, service contracts, expenses based on work completed and costs actually incurred or other documentation showing the nature of the cost and that payment is due Developer. b. Proof of payment: cancelled 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, as applicable; (iv) proof of contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any other documents or records reasonably necessary to verify costs spent for the Project. 3. Complete Documentation shall meet the standards described in Exhibit "J" — Standards for Complete Documentation. Completion means the substantial completion of the Required Improvements as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD Compliance Inspection Report and any other applicable final inspection approval from Lender showing that the Required Improvements have met City and HOME -ARP standards. Completion Deadline means two years after issuance by the City of Fort Worth of necessary permits to commence construction on the Project. Compliance Period means the period of time that HOME -ARP Units must be leased to HOME - ARP Eligible Households for Affordable Rent. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 3 The Compliance Period for this Project is 15 years. The Compliance Period begins on the date that the Project status is changed to "complete" in IDIS. Compliance Requirements means the HOME Units remain occupied by HOME -ARP Eligible Households paying Affordable Rent throughout the Compliance Period in accordance with the terms of this Contract, the HOME Regulations and the HOME -ARP Guidance. Continuum of Care means the regional organization designated by HUD to carry out responsibilities for planning and coordination of a local system of federally -funded homeless services provision as described and authorized by the Homeless Emergency Assistance,and Rapid Transition to Housing (HEARTH) Act of 2009 and subsequent related amendments of the McKinney-Vento Homeless Assistance Act. In Fort Worth, the Tarrant County Homeless Coalition has been designated as the local Continuum of Care. The Continuum of Care coordinates annual grant applications for HUD homeless services and rental assistance funding that are not provided on an entitlement basis to local jurisdictions and housing authorities. Coordinated Entry means a centralized assessment system that is administered by local Continuum of Care organizations to consistently assess the needs of homeless clients with the goal of prioritizing persons most in need of assistance and of fairly allocating scarce resources, particularly housing. In Fort Worth the Tarrant County Homeless Coalition administers the regional Coordinated Entry system and assigns eligible clients to available permanent supportive housing units or homeless rental assistance vouchers. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means any deed of trust from Developer to Lender securing a loan or performance made using Lender's HOME -ARP Funds and covering the Project and securing the indebtedness evidenced therein and Developer's performance of the requirements of the Loan and the HOME Regulations and the HOME -ARP Guidance, as the same may be extended, amended, restated, supplemented or otherwise modified. Deed Restrictions means the recorded deed restriction, covenant running with the land, or agreement restricting the use of the Property, which imposes the Compliance Requirements beginning after Project completion as required by 24 CFR Part 92 and the HOME -ARP Guidance which will give Lender the right to require specific performance, among other enforcement rights. The Parties agree to the use of the Deed Restriction in substantially the same form attached as Exhibit "L" — Deed Restriction. Director means the Director of the City's Neighborhood Services Department or any successor department thereto. Effective Date means September 28, 2023. Fort 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 -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 4 FWHFC PSH Loan means the funds provided to Developer by FWHFC under the terms of the FWHFC PSH Loan Documents. FWHFC PSH Loan Documents means the Loan Agreement, the Promissory Note and the Deed of Trust securing the FWHFC Loan executed by Developer in favor of FWHFC. HMIS means Homeless Management Information System, a client services database administered by the local Continuum of Care to gather consistent client and performance data for all federally - funded homeless services programs. HMIS is one of the tools used to implement the Coordinated Entry process. In Fort Worth the Tarrant County Homeless Coalition is currently designated as the HMIS Lead Entity responsible for administering the local HMIS. HOME means the HOME Investment Partnerships Program. HOME -ARP Eligible Household means a household who is considered as "qualifying populations" as defined in Section IV.A of the HOME -ARP Notice (CPD-21-10 issued on September 13, 2021). HOME -ARP means the Program which encompasses the specific allocation of HOME Funds authorized by the American Rescue Plan Act ("ARP") and is governed by the alternative requirements set out for these funds in the HOME -ARP Guidance. HOME -ARP Eligible Household means a household that is a member of a Qualifying Poluplation or a Low -Income household as defined by the HOME -ARP Guidance. HOME -ARP Funds means the HOME -ARP Program grant funds supplied by Lender to Developer under the terms of this Contract. HOME -ARP Guidance means HUD CPD Notice 21-10, the HUD Waiver Memorandum regarding HOME -ARP dated September 8, 2021, and any subsequent written HUD guidance, notices, memoranda, regulations or related items specifically providing requirements for the HOME -ARP Program. HOME Regulations means the HOME Investment Partnerships Program Final Rule at 24 CFR Part 92 et seq. HOME -ARP Qualifying Population Rent means a rent amount that is no greater than 30% of the adjusted income of a family whose annual income equals 50% of AMI with adjustment for the bedroom size of the housing unit. The HOME -ARP Rent for Qualifying Population Households may not exceed the maximum rent limitations set by HUD minus utility allowances as more particularly described in Section 7.6. Units occupied by Qualifying Population tenants that receive federally funded rental assistance and contribute no more than 30% of their income in rent may charge the maximum rent permissible under the applicable rental assistance program. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 5 HOME -ARP Unit means a housing unit subject to the HOME Regulations and HOME -ARP guidance leased to a HOME -ARP Eligible Household at Affordable Rent for the duration of the Compliance Period as further described in Exhibit "A" — Project Summary. The HOME -ARP Units can be designated as either Qualified Population Units or Low -Income units. Qualifying Population Units and Low Income Units are floating throughout the Project. The Project contains 31 one -bedroom HOME -ARP Units for Qualifying Population or Low Income Units. HUD means the United States Department of Housing and Urban Development. IDIS means Integrated Disbursement Information System, HUD's project tracking system. Loan means the HOME -ARP Funds provided to Developer by Lender for the purpose described in the Loan Documents. Loan Documents means security instruments which Developer has executed and delivered to Lender including without limitation, the Promissory Note, the Deed of trust, or any other similar security instruments evidencing, securing or guaranteeing Lender's interest and further evidencing, securing, or guaranteeing Developer's performance of all City and federal requirements, including the HOME -ARP Requirements during the Compliance Period, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Low Income Household Tenant means a tenant whose annual income adjusted for family size does not exceed 80% of AMI set by HUD. Tenant income must be verified based on 24 CFR 5.609 using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject to the income verification requirements of Section 7.3 of this Contract. Low Income Household HOME -ARP Rent means the lesser of: a) the HUD Fair Market Rent for existing housing for comparable area units, or b) rent equal to 30% of the annual income of a family at 65% of AMI, as established annually by HUD and adjusted for bedroom size. Low Income Household HOME -ARP Rent is generally equivalent to High HOME Rent under the HOME Program. If a Low -Income Household received federally funded tenant -based rental assistance, the rent is that permissible under the applicable rental assistance program. Low Income 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 -ARP Low Income 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 income eligibility verifications and for every Wh year of the Compliance Period. Documentation for Low Income Tenant eligibility verification for other than the initial lease and every 6t' year of the Compliance Period shall be a City -approved income self -certification form. Notwithstanding the above, documentation for tenants receiving federally -funded rental assistance vouchers shall be that required by the application rental assistance program. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 6 Neighborhood Services Department means the City's Neighborhood Services Department or any successor department thereto. Operating Reserve means funds set aside to cover potential or projected operating deficits over time during the Compliance Period. Operating Cost Reserve funds will ensure the financial viability of the Project. Permanent Supportive Housing Program or PSH Program means the combination of dedicated PSH Units and the accompanying supportive services provided by the Supportive Services Provider to the tenants of the PSH Units as further described in Exhibit "O" — Requirements for Permanent Supportive Housing Units. Permanent Supportive Housing Tenant or PSH Tenant means a tenant of the PSH Units. Permanent Supportive Housing Unit or PSH Unit means a housing unit for which supportive services are provided to assist homeless persons with disabilities to live independently as further described in Exhibit "O" — Requirements for Permanent Supportive Housing Units. The PSH Units may also be HOME -ARP units. The Project contains 48 PSH Units. 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. Promissory Note means any note in the amount of the HOME -ARP Funds executed by Developer payable to the order of Lender, as the same may be extended, amended, restated, supplemented or otherwise modified. The Parties agree to the use of a Promissory Note in substantially the same form attached as Exhibit "E" — Loan Documents. Property means the land on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. Property Manager means the entity hired by Developer to manage the Project as a PSH multifamily rental housing project. Qualifying Population means homeless or at -risk persons or households as defined in detail in HUD CPD Notice 21-10 and HOME -ARP Guidance. The Qualifying Population includes any designated targeted subpopulation of these groups that is eligible to reside in the Project, including individuals or households that are homeless, chronically homeless, at risk of homelessness, fleeing or attempting to flee domestic violence, formerly homeless and in need of continued housing assistance or supportive services, or at greatest risk of housing instability due to extremely low income and other factors. Chronically Homeless persons or households have been designated as the primary targeted client subpopulation for the City of Fort Worth HOME -ARP Program and for the Project. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 7 Qualifying Population Rent refer to HOME -ARP Qualifying Population Rent for definition. Qualifying Population Tenant Documentation means one or more of the following as applicable to the eligible type of HOME -ARP Qualifying Population and as more particularly described in Section 7 of this Contract: • Documentation of Homelessness such as HMIS record or written verification from a homeless services outreach or intake worker or victim services provider; • Documentation of Disability from the Social Security Administration, Veterans Administration, or a professional licensed by the State of Texas to diagnose and treat the disability; Documentation of Risk of Homelessness or Housing Instability such as an eviction notice, record of living at a hotel or motel or publicly funded institution or correctional facility, written verification from a family member with whom the prospective tenant has been staying, and client self -certification and intake worker case notes regarding inadequacy of resources and support networks, and documentation of household income under 30% AMI and evidence indicating that monthly rent exceeds 50% of that household income; or • Other documentation as may be required by the HOME -ARP Guidance and applicable HUD regulations. Documentation of Chronic Homelessness must include both documentation of homelessness for the applicable period(s) of time as well as Documentation of Disability. Reimbursement Request means all reports and other documentation described in Section 10 submitted by Developer to Lender. Replacement Reserve means funds set aside to cover potential or projected replacement deficits over time during the Compliance Period. Funds are to be utilized for major repairs, capital expenditures and replacement of capital items. Replacement Reserve funds will ensure the financial viability of the Project. Required Improvements or the Project means all the improvements for a 48 one -bedroom unit 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 Camp Bowie Apartments. The current address for the Project is 8843 Camp Bowie West Blvd., Fort Worth, Texas 76116. Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of 1973 to provide accessible housing to persons with disabilities. Section 504 requires that 5% of the units (but not less than 1 unit) in a newly constructed multifamily project must be accessible to individuals with mobility impairments, and an additional 2% of the units (but not less than 1 unit) must be accessible to individuals with sensory impairments. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 8 Stabilization means that 90% of the housing units have been leased for 90 days. Supportive Services Provider or SSP means the qualified service provider with experience in providing case management to chronically homeless and formerly homeless persons retained by Developer at its cost to provide supportive services to the PSH Tenants as further described in Exhibit "O" — Requirements for Permanent Supportive Housing Units, Exhibit "0-1" — Requirements for Permanent Supportive Housing Case Management, Exhibit "0-2" — Case Management Standards, Exhibit "O-3" — Performance Reports. At this time the Supportive Services Provider is TBD. 3. TERM AND EXTENSION. 3.1 Term of Contract. The term of this Contract commences on the Effective Date and ends 20 years after the date of Project achieves Stabilization, unless earlier terminated as provided in this Contract. All provisions relating to the HOME Program, the HOME -ARP Regulations and the HOME -ARP Units shall remain in full force and effect until the end of the Compliance Period. 3.2 Extension of Contract. This provisions in this Contract relating to completion of the Required Improvements may be extended for 2 one-year extensions upon Developer submitting a request for an extension in writing at least 60 days prior to the end of the Completion Deadline, or the end of the first one- year extension. The first one-year extension request shall be granted upon the written request of Developer. The second one-year extension request shall include the reasons for the extension, Developer's anticipated budget, construction schedule and goals for the additional time. It is specifically understood that it is within Lender's reasonable discretion whether to approve or deny Developer's request for a second one-year extension to complete the Required Improvements. Any such extension shall be in the form of an amendment to this Contract. It shall be an event of default under this contract if the Required Improvements are not completed within the time period required herein, including any extensions. 3.3 Term of Loan. The term of the Loan shall commence on the date of the Promissory Note and on the termination of the Compliance Period, so long as the terms and conditions of this Contract and the Loan Documents have been met. 4. DUTIES AND RESPONSIBILITIES OF LENDER. 4.1 Requirements Prior to Commitment of HOME -ARP Funds. 4.1.1 Proiect Assessment. Prior to commitment of the HOME -ARP Funds to the specific local Project described herein, Lender has (i) identified the address of the Project; (ii) assessed the current market demand for the Qualifying Population and Low Income Households to be served; (iii) completed and approved an environmental review in accordance with 24 CFR Part 58; (iv) reviewed and approved all necessary commitments of financing, secured or otherwise HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 9 including grants; (v) established a complete budget for the Project in sufficient detail to determine total Project development costs and effectively monitor performance, including proposed sources and uses; (vi) determined that Project costs are reasonable; (vii) completed underwriting and subsidy layering requirements and determined that HOME - ARP funds are needed to fill a funding gap; (viii) assessed the feasibility of Project construction commencing within 12 months of the commitment date; and (ix) established a completion schedule with deadlines that meet all HOME -ARP requirements. 4.1.2 Developer Assessment. Prior to commitment of the HOME -ARP Funds to the specific local Project described herein, Lender has determined that Developer has the financial capacity and experience to undertake the specific local Project. 4.2 Commitment of HOME -ARP Funds. This Contract serves as the HOME -ARP written agreement described in the HOME -ARP Guidance. The HOME -ARP Funds will be committed by Lender to the Project when this Contract is fully executed and becomes legally binding. 4.3 Provide HOME -ARP Funds. Lender shall provide up to $4,028,476.00 of HOME -ARP Funds to Developer in the form of a forgivable Loan to fund part of the construction of the Required Improvements, under the terms and conditions of this Contract and the Loan Documents. 4.4 Lender Will Monitor. Lender will monitor the activities and performance of Developer and any of its contractors, subcontractors or vendors throughout the Compliance Period, but no less than annually as required by 24 CFR Part 92.504 and the HOME -ARP Guidance in accordance with the provisions of Section 8.3 below. 5. DUTIES AND RESPONSIBILITIES OF DEVELOPER. 5.1 Secure Firm Written Financial Commitments. Developer must obtain and furnish Lender with one or more firm written financial commitments, or evidence of available funds, from non -speculative identified sources in a total amount necessary to complete the Project and operate the Project as a Permanent Supportive Housing Project targeting Chronically Homeless persons and households throughout the Compliance Period. All award or commitment letters received from funders must be dated prior to the date of the Contract. 5.1.1 Lender will assess the firm written financial commitments prior to the execution of this Contract to ensure that they are in fact, firm commitments and that (i) the terms and amounts are consistent with the Lender's financial underwriting of the Project; (ii) all sources are compatible with HOME -ARP requirements; and (iii) all funds can reasonably be expected to close prior to the disbursement of the HOME -ARP Funds. 5.1.2 Lender will assess the sources and commitments of any tenant rental assistance or subsidies proposed to support the Project's operating budget throughout the HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 10 Compliance Period, and the anticipated income levels and supportive services needs of the Chronically Homeless tenants to be housed by the Project, to determine if HOME -ARP Operating Cost Assistance will be required to ensure long-term Project viability. If HOME -ARP Operating Cost Assistance is required during lease -up or as an Operating Cost Capitalized Reserve, Net Operating Income resulting from the use of such Operating Cost Assistance is prohibited and must be refunded to the Lender by Developer no less than annually upon completion of Project annual financial statements. 5.2 Construction of Required Improvements. Developer shall complete the construction of the Required Improvements as described in Exhibit "A" — Project Summary in accordance with the Plans, the schedule set forth in Exhibit "C" - Construction and Reimbursement Schedule, and the terms and conditions of this Contract. 5.2.1 Written Cost Estimates, Construction Contracts and Construction Documents. Developer shall submit any written cost estimates, construction contracts and construction documents (collectively, the "Construction Documents") to Lender to show the work to be undertaken for the Required Improvements in sufficient detail that Lender can perform all required inspections in accordance with 24 CFR Part 92.251 and the HOME -ARP Guidance. Lender shall review and approve written cost estimates for the construction of the Required Improvements to determine that such costs are reasonable prior to the commencement of construction. In the event Lender in its reasonable discretion determines that such costs are unreasonable, Developer shall revise said costs estimates to Lender's satisfaction. 5.3 Use of HOME Funds. 5.3.1 Costs in Compliance with HOME Regulations, HOME -ARP Guidance and Contract. Developer shall be reimbursed for eligible Project costs with HOME -ARP Funds only if Lender determines in its sole discretion that: 5.3.1.1 Costs are eligible expenditures in accordance with the HOME Regulations and the HOME -ARP Guidance. 5.3.1.2 Costs comply with the requirements of the HOME program and as otherwise listed in this Contract and are reasonable and consistent with industry norms. 5.3.1.3 Complete Documentation, as applicable, is submitted by Developer. 5.3.2 Budget. Developer agrees that the HOME -ARP Funds will be paid on a reimbursement basis in accordance with Exhibit "B" - Budget and Exhibit "C" - Construction and Reimbursement HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 11 Schedule. Developer may increase or decrease line item amounts in the HOME -ARP Funds 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 -ARP Funds. 5.3.3 Change in Budget. 5.3.3.1 Developer will notify Lender promptly of any additional funds it receives for construction of the Project, and Lender reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation and subsidy layering. 5.3.3.2 Developer agrees to utilize the HOME -ARP Funds to supplement rather than supplant funds otherwise available for the Project. 5.4 Payment of HOME -ARP Funds to Developer. HOME -ARP Funds will be disbursed to Developer within ten (10) days of Lender's approval of Developer's Reimbursement Requests, including submission of Complete Documentation to Lender in compliance with Section 10. The Developer may not request disbursement of funds until the funds are needed for payment of eligible costs. The amount of each request must be limited to the amount needed. Developer must provide complete documentation as generally required during a construction project to support the reimbursement request. As more particularly described in the HOME -ARP Funds Budget and in Exhibit "C" - Construction and Reimbursement Schedule, Lender will hold back $50,000.00 of the HOME - ARP Funds until Lender verifies that the first HOME -ARP Unit has been leased to a HOME -ARP Eligible Household. It is expressly agreed by the Parties that any HOME -ARP Funds not reimbursed to Developer shall remain with Lender. 5.4.1 After initial PHASE I — Mobilization/Predevelopment Soft Costs/ Construction Hard Costs draw, Developer agrees to utilize FWHFC and foundation funds prior to requesting reimbursement for HOME -ARP PHASE II — PHASE V activities as defined in Exhibit "C" - Construction and Reimbursement Schedule.. 5.5 Identifv Project Expenses Paid with HOME -ARP Funds. Developer agrees to keep accounts and records in such a manner that Lender may readily identify and account for Project expenses reimbursed with HOME -ARP Funds. These records shall be made available to Lender for audit purposes and shall be retained as required hereunder. 5.6 Acknowledgement of Lender Pavment of HOME -ARP Funds. Within 90 days of Completion, Developer shall sign an acknowledgement that Lender has paid all HOME -ARP Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying all or any portion of the HOME -ARP Funds that Lender has not been paid to Developer. Once Lender has met all of its obligations for payment of HOME -ARP Funds hereunder, an officer of Developer shall sign an acknowledgement of same. 5.7 Security for Lender's Interest and Developer's Performance. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 12 To secure Lender's interest in the Required Improvements and Lender's interest in preserving the affordability of the HOME -ARP Units, in accordance with the requirements of the HOME Regulations, the HOME -ARP Guidance and HUD Requirements, the Lender's interested in preserving the Permanent Supportive Housing purpose of the HOME -ARP units and maintain the Compliance Period to be secured by Loan Documents Developer shall execute the Deed Restriction and Deed of Trust, which must be recorded in lien priority agreed to by Lender at the earlier of (i) the acquisition of the Property, or (ii) the closing of Developer's construction loan (if any). No HOME -ARP Funds will be paid or reimbursed until the Deed of Trust and the Deed Restriction are recorded. 5.7.1 Loan Terms and Conditions. 5.7.1.1 Developer will be required to: 5.7.1.1.1 Execute and deliver the Deed Restriction, the Promissory Note and Deed of Trust along with any other Loan Documents required by Lender. 5.7.1.1.2 Provide Lender with a Mortgagee's Policy of title insurance in the amount of the Loan. 5.7.1.1.3 Pay all costs associated with closing the Loan. 5.7.1.1.4 Provide Lender with an estimated settlement statement from the title company at least 3 Business Days before closing. 5.7.1.1.5 Ensure Lender's lien is subordinate only to the FWHFC Loan in the permitted exceptions shown on the Mortgagee's Policy of title insurance. Lender must approve in writing any secured financing for the Project that is to be subordinate to the Loan. Lender hereby approves the following loan to the Developer that is subordinate to the Loan: The $1,200,000 FWHFC Loan. 5.7.1.1.6 The term of the Loan shall be specified in Section 3.3. 5.7.1.1.7 No interest shall accrue on the HOME Loan provided that Developer complies with the terms and conditions of this Contract and the Loan Documents. The Loan is forgivable deferred payment loan. The Loan will be forgiven provided that (i) the project is operated as PSH housing in accordance with the HOME Regulations and the terms of this Contract, and (ii) Developer is not otherwise in default of the Loan terms or Contract provisions. 5.7.1.1.8 The Deed Restriction shall remain in effect for the entire Affordability Period to secure Developer's performance of the Affordability Requirements and all provisions of this Contract pertaining to the HOME Program regardless of an early repayment of the Loan. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 13 5.7.1.2 Developer acknowledges that: 5.7.1.2.1 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract or the HOME Regulations and HOME - ARP Guidance including but not limited to the Compliance Requirements and other HOME requirements. The Deed of Trust shall secure both repayment of the HOME -ARP Funds and performance by Developer of its obligations under this Contract during the Compliance Period. 5.7.1.2.2 Any subordinate financing other than that approved herein or otherwise by Lender, shall require the review and prior written approval of Lender 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. 5.7.1.2.3 Default under the FWHFC Loan shall be considered a default of the Loan and a default of the Loan shall be considered a default of the FWHFC Loan, subject to any applicable notice and/or cure period contained in the FWHFC Loan Documents. 5.7.1.2.3 Failure by Developer to comply with this Section 5.7.1 will be an event of default under this Contract and the Loan Documents. 5.8 Maintain Compliance Requirements. The HOME -ARP Units must be occupied by HOME -ARP Eligible Households throughout the Compliance Period as required by the HOME Regulations and the HOME -ARP Guidance. Developer must notify Lender in writing within 30 days of either of the following occurrences: (i) a HOME -ARP Unit is occupied by a tenant who is not a HOME -ARP Eligible Household, or (ii) a HOME -ARP Unit remains vacant for more than 90 days. In the event that a HOME -ARP Unit is occupied by a tenant who is not a HOME -ARP Eligible Household, Developer shall have 45 days to determine if another tenant qualifies as a HOME -ARP Eligible Household or fill an empty unit with a HOME -ARP 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 to Lender 10% of the Loan amount as liquidated damages within thirty days after notice is provided by Lender to Developer. The Parties agree that Lender's actual damages in the event of either (i) or (ii) happening and remaining uncured are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by Lender or otherwise impact Lender's HOME -ARP grant or other federal grant funds. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to Lender is liquidated damages and not a penalty. Failure by Developer to make payment under this section shall be an event of default under this Contract. 5.9 Deed Restriction. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 14 Developer shall execute and deliver the Deed Restriction, which shall secure the Compliance Requirements for the Compliance Period, as required by HUD Regulations. Early repayment of the Loan shall not relieve Developer of the obligations under the Deed Restriction, this Contract, or the HOME Regulations and the HOME -ARP Guidance including but not limited to the Compliance Requirements and other HOME requirements. 5.10 Compliance Requirements Survive Transfer. The HOME -ARP 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 Restriction, or any other mechanism provided by HUD. Developer agrees that any sale or transfer of the Project during the Loan Term, excluding a transfer due to condemnation or to obtain utility services, may at Lender's sole discretion require the repayment of the HOME -ARP Funds unless the new owner or transferee affirmatively assumes in writing the obligations established hereunder for the HOME -ARP Units for whatever time remains of the Compliance Period, subject to Lender's consent in its sole discretion, which shall not be unreasonably withheld or delayed. 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 Restriction will result in immediate termination of this Contract and any HOME -ARP Funds already paid to Developer must be repaid to Lender within 30 days of such termination. In addition, Lender may pursue any of its remedies under the Loan Documents or the Deed Restriction if the new owner or transferee fails to assume Developer's obligations to maintain the Compliance Requirements throughout the Compliance Period. 5.1�1 Maintain Operating Reserve. Developer must set aside reasonable funding to cover potential or projected operating deficits over time during the Compliance Period. Developer agrees to include funds to cover the Operating Reserve as a capital cost within the Project's development budget. 5.11.1 All operating costs associated with "on -site" employees, including site manager and occupancy clerk manager, rental and leasing staff, maintenance, landscaping, custodial staff and security personnel, will be paid by the Developer from Development funds as a property operating expense, including direct salary and fringe benefits, taxes and assessments payable to federal, state and local governments in connection with employment of such personnel. 5.11.2 The obligation of the Developer is to make Operating Reserve contributions in the amount of Two Hundred and Fifty Dollars ($250.00) per unit and shall terminate on the date the balance in the Operating Reserve equals or exceeds the required per unit amount reflected per Section 5.3.1. 5.11.2.1 Developer shall be obligated to replenish from cash flow amounts withdrawn from the Operating Reserve to maintain, to the extent possible, a minimum balance of $250.00 per unit. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 15 5.11.3 If, upon liquidation of the Property, the Developer has a negative balance in its Operating Reserve account, the Lender shall have no obligation to make any contribution and the negative balance shall not be considered a debt owed by the Lender for any reason. 5.11.4 Notwithstanding any of the foregoing,provisions, the prior approval of the Lender will be required for any operating expenditure which exceeds Five Thousand Dollars ($5,000.00) in any one instance. The Developer will inform the Lender of the facts as promptly as possible. 5.11.5 Developer will maintain the Operating Reserve in a separate banking account that only contains Replacement Reserve funds. 5.11.6 Operating Reserve funds remaining at the end of the Compliance Period will continue to comply with HOME -ARP requirements and serve qualifying populations or must be refunded to Lender as HOME Program income. 5.12 Maintain Replacement Reserve. Developer must set aside funding to cover potential or projected replacement deficits over time during the Compliance Period. Developer agrees to include funds to cover the Replacement Reserve as a capital cost within the Project's development budget. 5.12.1 All replacement reserve expenses associated with major repair, capital expenditures and replacement of capital items, will be paid by the Developer from Development funds as a replacement reserve expense. 5.12.2 The obligation of the Developer is to make Replacement Reserve contributions in the amount of Two Hundred and Fifty Dollars ($250.00) per unit and shall terminate on the date the balance in the Replacement Reserve equals or exceeds the required per unit amount reflected per Section 5.3.2. 5.12.2.1 Developer shall be obligated to replenish from cash flow amounts withdrawn from the Replacement Reserve to maintain, to the extent possible, a minimum balance of $250.00 per unit. 5.12.3 If, upon liquidation of the Property, the Developer has a negative balance in its Replacement Reserve account, the Lender shall have no obligation to make any contribution and the negative balance shall not be considered a debt owed by the Lender for any reason. 5.12.4 Notwithstanding any of the foregoing provisions, the prior approval of the Lender will be required for any replacement reserve expenditure which exceeds Five Thousand Dollars ($5,000.00) in any one instance. The Developer will inform the Lender of the facts as promptly as possible. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 16 5.12.5 Developer will maintain the Replacement Reserve in a separate account that only contains Replacement Reserve funds. 5.12.6 Available Replacement Reserve funds at the end of the Compliance Period will continue to comply with HOME -ARP requirements and serve qualifying populations or must be refunded to Lender as HOME Program income. 6. CONSTRUCTION. 6.1. Construction Schedule. Developer shall 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 Lender sends a Notice to Proceed. Developer's failure to meet the Construction Schedule (as it may be modified in accordance with Section 14.19) or the Completion Deadline shall be an event of default under this Contract and the Loan Documents. 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. Developer shall furnish Lender with the written cost estimates, construction contracts and construction documents (collectively, the "Construction Documents") prior to the commencement of construction. Lender shall review and approve written cost estimates and determine that costs are reasonable prior to the commencement of construction. The Construction Documents shall describe the construction of the Required Improvements in sufficient detail so that Lender can perform inspections. 6.1.2 Construction Inspections. Lender 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. Developer shall require that the Plans and construction for the Required Improvements (i) conform to all applicable Federal, state, City and other local laws, ordinances, codes, rules and regulations, including the HOME Regulations and HOME -ARP Guidance; (ii) meet all City building codes; (iii) meet the Energy Conservation requirements as required by the State of Texas in Chapter 11 of the International Residential Code; (iv) if new construction, must conform to the Model Energy Code published by the Council of American Building Officials; and (v) must pass a HUD Compliance Inspection Report and inspection by City's Neighborhood Services Department inspectors. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 17 6.3 Proverty 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 92.25 1 (a)(2)(i), (iii) any City property standards, and (iv) all other applicable accessibility standards for the Project. 6.4 Lead -Based Paint Reauirements. Developer will comply with any applicable Federal lead -based paint requirements including lead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, 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 Lender Not Release of Responsibilitv. Approval of the Plans by Lender 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 Lender for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and specifications or other documents by Developer or any of its architects, contractors or subcontractors, and their respective officers, agents, employees and lower tier subcontractors. 6.6 Contractor, Subcontractor and Vendor Reauirements. Developer shall use commercially reasonable efforts to ensure that during the construction of the project 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 Lender, 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 listed on the Federal Excluded Parties List System for Award Management, www.sam.gov ("SAM"). Failure to submit or require such proofs of search shall be an event of default. In the event that Lender 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 Lender for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 18 provisions of this Section pertaining to the SAM shall survive the termination of this Contract and be applicable for the length of the Compliance Period. 6.7 Furnish Complete Set of "As Built" Plans. Developer shall furnish Lender a complete set of "as built" or marked -up plans for the Project at completion of construction after all final approvals have been obtained. 6.8 Broadband Infrastructure Requirements. In compliance with the requirements of 24 CFR 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 REOUIREMENTS, PROPERTY STANDARDS DURING COMPLIANCE PERIOD. 7.1 Tenant Eliaibilty for Oualifvin2 Populations. Eligibility of Chronically Homeless prospective tenants shall be documented upon entry to the Project through HMIS with records of length of time period(s) of homelessness and nature of disability from a qualified service provider as required by the HOME -ARP Guidance. After admission the qualified population tenant retains eligibility irrespective of changes in income or whether the household continues to meet the definition of a Qualifying Population. 7.1.1 Tenant Selection: Oualifvine Populations In accordance with the HOME -ARP Guidance, Project and Property Manager will identify tenants for the Project as described in this section. 7.1.1.1 Preference for Chronically Homeless Project will implement a preference for Chronically Homeless tenants for all HOME -ARP -assisted units. Property Manager will ensure that full documentation of Chronically Homeless status is maintained in tenant files, including documentation of disability and documentation of length of time(s) tenant was previously homeless. 7.1.1.2 Subject to Lender prior written approval by the Director of the Department, up to 30% of HOME -ARP Assisted Units may be leased to Low -Income Households. Developer/Owner may request authorization to lease up to 30% of HOME -ARP Assisted units to Low Income Households only if one or more of the following circumstances occur: 7.1.1.2.1 Annual review of Project financial condition indicates significant changes to operating, maintenance or replacement costs (including such costs related to Chronically Homeless units), or other unanticipated changes to financial condition, such that inclusion of Low Income units will stabilize rent revenues and operating costs and ensure long-term Project sustainability. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 19 7.1.1.2.2 Project has been unable to retain tenant -based or sponsor -based rental assistance vouchers for all Chronically Homeless units, due to reductions in funding or non -renewal in funding for such vouchers. 7.1.1.2.3 Continuum of Care Coordinated Entry system does not refer sufficient Chronically Homeless eligible tenants to the Project, such that 2 or more units have remained vacant for more than 60 days with no Coordinated Entry referrals for such units. 7.1.2 Use of Continuum of Care Coordinated Entry for Tenant Selection. To achieve initial lease -up and throughout the Compliance Period, Project will use the Continuum of Care Coordinated Entry System as its primary source of tenant referrals. 7.1.3 Use of Other Referral Sources for Tenant Selection. To the extent that the local Continuum of Care's Coordinated Entry system does not include provision of services to all Qualifying Population to comply with the HOME -ARP Guidance the Project must use other referral methods for tenant selection along with Coordinated Entry System referrals for HOME -ARP Units. Therefore the Project may receive referrals of Chronically Homeless individuals from other service providers as needed to obtain and maintain full occupancy. Records of such referrals must be maintained in chronological order based on the date and time received, in conjunction with referrals received from the Coordinated Entry system. The Project must maintain the preference for Chronically Homeless by holding any such non - Coordinated Entry referrals in "pending status" until documentation of Chronic Homelessness has been confirmed by the Property Manager or Project Supportive Services Provider through the HMIS system or through review of the referring entity's client source documentation. 7.1.4 Other Oualifvin2 Populations. If authorized by Lender through amendment to this Contract during the Compliance Period, Project may admit Other Qualifying populations as authorized in the HOME -ARP Guidance. Eligibility of such Qualifying Populations shall be verified through relevant caseworker documentation. 7.2 Tenant Eligibility: Low Income Households Eligibility. If Low Income HOME -ARP Units are authorized for the Project by this Contract, Developer (1) must use the definition of annual income used by 24 CFR 5.609 to establish tenant income eligibility, (2) shall use the most current HUD Income Guidelines, and (3) shall maintain Tenant Documentation sufficient to show that the HOME -ARP Units are occupied by HOME - ARP Eligible Low Income Households. This Section shall be applicable for the length of the Compliance Period. 7.2.1 Tenant Selection: Low Income Households Project will maintain a project -specific waiting list for such Low -Income HOME -ARP Units. This waiting list will at a minimum retain applicant information in chronological order based on when complete tenant information was received, while to the greatest extent possible prioritizing families and households currently residing in the City of Fort Worth that meet the "At Risk of Homelessness" and "At Greatest Risk of Housing Instability" Qualified Population HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 20 definitions from the HOME -ARP Guidance. Applicants to the waiting list may not be charged a fee to be placed on the waiting list. 7.3 Income Verification. Developer shall comply with the following: 7.3.1 Developer must verify that all tenants of HOME -ARP Low Income Units are HOME -ARP Eligible Households with full Tenant Documentation at the time the initial lease for a HOME -ARP 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 Low -Income tenant's household. 7.3.2 Developer must verify the income of the Low Income tenants of the HOME -ARP Low Income Units annually after the initial lease is executed, but may use a Lender -approved tenant self -certification form as Tenant Documentation. Notwithstanding the foregoing, Developer must verify the income eligibility of all HOME Eligible Households with full Tenant Documentation every 6th year of the Compliance Period. 7.3.3 Developer must maintain copies of Tenant Documentation as required under this Contract. 7.3.4 Lender will review Tenant Documentation during the Compliance Period as part of its monitoring. 7.4 Tenant Lease. 7.4.1 Developer shall submit to Lender 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: 7.4.1.1 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. 7.4.1.2 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. 7.4.1.3 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. 7.4.1.4 Lease may not authorize landlord to institute a lawsuit without notice to the tenant. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 21 7.4.1.5 Lease may not include agreement by tenant to waive a jury trial or right of appeal. 7.4.1.6 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. 7.4.1.7 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. 7.4.1.8 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. 7.4.1.9 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. 7.4.1.10 Lease may not include an agreement by the tenant to accept supportive services that are offered. 7.4.2 Project is prohibited from charging fees not customarily charged in rental housing (such as laundry room access fees or similar). Parking fees may be charged only to the extent that such fees are customary for other rental projects in the neighborhood. Services fees (such as transportation or meals) may be charged only if such services are voluntary. Project Property Manager must notify City of all fees annually upon City review of HOME -ARP Rents and Project Utility Allowances. 7.4.3 Termination of Tenancy of HOME -ARP Units. Developer shall not terminate the tenancy of a HOME -ARP Eligible Household in a HOME -ARP 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 -ARP 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. 7.4.4 Revised Lease Forms. Developer shall provide Lender 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 7.4.1. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 22 7.5 Tenant Household Characteristics. 7.5.1 Developer shall provide Lender with the information about the household characteristics of the first tenant renting a HOME -ARP Unit on Exhibit "G" — Project Compliance Report: Rental Housing. 7.5.2 At Lender's request, Developer shall provide demographic information on all tenants in the Project in order to show compliance with Section 7.7 during the Compliance Period. 7.6 Tenant Rent. 7.6.1 Rents charged to tenants of the HOME -ARP Units are subject to the HOME -ARP Guidance and are subject to review and approval by Lender at initial lease up and prior to any rent increases. Under no circumstances may the maximum rent charged to Qualifying Population Tenants exceed th HOME -ARP Qualifying Population Rent (generally known as the Low HOME Rent) minus utility allowances (excluding telephone). Developer agrees to abide by and does abide by the HUD -approved schedules of HOME -ARP rent levels. 7.6.2 Lender 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 Lender annually with information on rents and occupancy of the HOME Units to demonstrate compliance with 24 CFR Part 92.252 (a) and (b). Lender shall review the rents for compliance and approve or disapprove them every year. 7.6.3 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. 7.6.4 Lender 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. 7.7 Tenant Selection. Within 120 days prior to commencement of initial lease up, Developer must submit to Lender for Lender's approval Developer's tenant selection policy and criteria that address the following: 7.7.1 The tenant selection policy must be consistent with the purpose of providing housing for very low and low income persons. 7.7.2 The tenant selection policy must provide for: 7.7.2.1 Selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 23 7.7.2.2 Prompt written notification to any rejected applicant of the grounds for such rejection; and 7.7.2.3 Bi-lingual leasing and management assistance. 7.7.3 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. 7.7.4 The tenant selection policy must address non-discrimination and affirmative marketing as discussed in Section 7.8. 7.7.5 Developer shall market Accessible Units in the following order: 7.7.5.1 Within the Project to persons requiring an accessible unit. 7.7.5.2 To persons on the waiting list requiring an accessible unit. 7.7.5.3 To the general community for persons requiring accessible unit. 7.7.5.4 To persons that do not require an accessible unit. 7.7.6 The tenant selection policy must (i) address the lease requirements described in Section 7.4, (ii) address managing HOME Unit requirements, and (iii) must comply with state and local tenant/landlord laws. 7.8 Affirmative Marketing. Developer must adopt and implement affirmative marketing procedures as required by 24 CFR 92.351 and the HOME -ARP Guidance if the Project involves the construction of 5 or more HOME -ARP 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 persons 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 Lender for approval prior to implementation; provided however, Lender shall have no responsibility for affirmative marketing of the Project. 7.8.1 Developer shall keep records describing actions taken to affirmatively market the HOME -ARP Units and the Project sufficient to enable Lender to assess the results of the affirmative marketing. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 24 7.9 Property Inspections During Initial Lease -Up of HOME -ARP Units; Annual Inspections of HOME -ARP Units. Lender shall inspect units in the Project before they are placed into service. Lender shall inspect the HOME -ARP Units prior to a HOME -ARP Eligible Household occupying such unit to ensure that each HOME -ARP Unit meets the appropriate HOME -ARP standards. Thereafter, Lender will inspect the HOME -ARP Units annually. Developer shall comply with inspection requirements. 7.10 Project Maintenance and Inspections During Compliance Period. Developer shall ensure that the Project is maintained in accordance with all applicable HUD property standards for the duration of the Compliance Period, which at a minimum shall be those property standards required in 24 CFR Part 92. Lender will verify maintenance of the Project to these standards through on -site inspections every year. 7.11 Violence Against Women Act Requirements. 7.11.1 As applicable, Developer agrees to 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 "N" — VAWA Forms in compliance with VAWA and 24 CFR Part 92.359 of the HOME Regulations. 7.11.2 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. 7.11.3 Developer agrees to be responsible for reviewing 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 "N" — VAWA Forms or its own form that is substantially the same. 7.12 PSH Program, Units and Tenants. Developer acknowledges that it obtained an allocation of HOME -ARP funds from the City Council by committing to provide 48 PSH Units in the Project. Developer is responsible for obtaining project -based vouchers, tenant based rental assistance or other rental assistance to subsidize the rents for the PSH Units and provide the necessary supportive services to the PSH Tenants, and if applicable will enter into separate agreements with the entities furnishing the vouchers and/or the rental assistance and the supportive services. The PSH Program forthe Project will be managed in accordance with the requirements of Exhibit "O" — Requirements for Permanent Supportive Housing Units, Exhibit "04" — Requirements for Permanent Supportive Housing Case Management, Exhibit "0-2" — Case Management Standards, Exhibit "0-3" — Performance Reports. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 25 7.12.1 Developer agrees to furnish Lender with final, executed copies of any contracts it has with its Supportive Services Provider, and agencies or third parties supplying vouchers or other forms of rental assistance for the PSH Tenants. Such copies of SSP contracts and rental assistance agreements shall be provided to Lender no less than annually at the time that HOME -ARP Rents and Utility Allowances are reviewed and approved by Lender. 8. ADDITIONAL HOME --ARP REOUIREMENTS. Developer agrees to comply with all requirements of the HOME and HOME -ARP Programs as stated in the HOME Regulations and HOME -ARP Guidance, including, but not limited to the following: 8.1 Environmental Review. HOME -ARP Funds will not be paid and costs cannot be incurred until Lender 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) Developer shall repay to Lender any HOME -ARP Funds received and forfeit any future payments of HOME -ARP Funds within thirty days of receiving notice from Lender; and (iii) Developer shall pay 10% of the Loan to Lender as liquidated damages within thirty days after notice from Lender. The Parties agree that Lender'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 Lender or otherwise impact Lender's HOME or HOME -ARP grant or other Federal grant funds. Therefore, the Parties agree that payment of 10% of the Loan amount by Developer to Lender under this Section is liquidated damages and not a penalty. Lender acknowledges that it has completed and approved this requirement. 8.1.1 Mitigation. Developer agrees to take the mitigation actions outlined in Exhibit "A-2" — Environmental Mitigation Actions. Failure to complete the required mitigation action is an event of default under this Contract. 8.2 Contract Not 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 -ARP Funds, and that such commitment or approval may occur only upon satisfactory completion of environmental review and receipt by Lender 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 Lender for compliance with the HOME Regulations and the HOME -ARP Guidance, the terms of this Contract, and the Loan Documents, during the Compliance Period. Developer shall provide HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 26 reports and access to Project files as requested by Lender during the Compliance Period and for 5 years after it ends. Such records may be produced digitally by Developer. 8.3.2 Representatives of Lender, 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 Compliance 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, Lender 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 Documents. After each monitoring visit, Lender 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 Lender may take all actions allowed in the Contract and the Loan Documents. 8.3.4 Developer agrees to annually provide to Lender the results of any state or federal monitoring related to the Project including any monitoring by TDHCA, if applicable. Such results shall be submitted annually to Lender 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 Compliance 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 shall comply with the Davis -Bacon Act as described in Section 14.14 and Exhibit "H" — Federal Labor Standards Provisions - Davis -Bacon Requirements. 8.6 Developer Procurement Standards. Developer shall ensure that procurement of materials and services is done in a cost effective manner, that Developer complies with all applicable federal, state and local laws, regulations, and ordinances for making procurements under this Contract or the Developer Loan Agreement. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 27 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 shall 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 2 CFR Part 200.302 and Part 200.303. 8.9 Uniform Administrative Requirements. Developer shall 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 Lender may require. 8.10 Compliance with FFATA and Whistleblower Protections. Developer shall provide Lender with all necessary information for Lender 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 Lender its DUNS number prior to the payment of any Reimbursement Requests. 8.11 Internal Controls. In compliance with the requirements of 2 CFR 200.303, Developer shall: 8.11.1 Establish and maintain effective internal control over the HOME -ARP Funds that provides reasonable assurance that Developer is managing the HOME -ARP 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; 8.11.3 Comply with statutes, regulations and the terms and conditions of this Contract and the Loan Documents; 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 HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 28 information and other information that HUD or Lender 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 Lender 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. To the extent consistent with HUD regulations, this provision shall not apply to copyright or other intellectual property belonging to third parties such as architects and other design professionals. 8.13 Terms Applicable to Contractors, Subcontractors and Vendors. 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 - ARP 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 Compliance Requirements and the HOME Regulations and the HOME -ARP Guidance during the Compliance Period. Developer shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance with the Compliance Requirements, the HOME -ARP Guidance and the HOME Regulations and Contract provisions. Developer understands and agrees it is responsible and obligated to cure all violations of the HOME -ARP Guidance and the HOME Regulations committed by its contractors, subcontractors or vendors. Lender maintains the right to insist on Developer's full compliance with the terms of this Contract and the HOME -ARP Guidance and HOME Regulations and Developer shall be responsible for such compliance regardless of whether actions to fulfill the requirements of this Contract or the HOME -ARP Guidance and 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 Compliance Period and for 5 years thereafter. 8.14 Payment and Performance Bonds. Developer shall furnish Lender with payment and performance bonds in the total amount of the construction cost in accordance with the requirement of 2 CFR Part 200.325. At Lender's discretion other forms of assurance, including a guarantee from Developer or other parties on Developer's behalf, may be acceptable in place of a payment and performance bond so long as such assurance meets the requirements of the HOME Regulations. 8.15 Compliance with HOME -ARP Guidance and the HOME Requirements by Propertv Manager. Developer will ensure that the property manager complies with the HOME -ARP Guidance, the HOME Requirements, including, but not limited to, adding a provision in its property management agreement that the property manager will follow the HOME -ARP HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 29 Requirements outlined in Exhibit "M" — HOME -ARP Requirements and attaching it as an exhibit to its property management agreement. 9. RECORD KEEPING, REPORTING AND DOCUMENTATION REOUIREMENTS. RIGHT TO AUDIT. 9.1 Record Keeping. 9.1.1 Developer shall maintain a record -keeping system as part of its performance of this Contract and shall promptly provide Lender with copies of any document Lender deems necessary for the effective fulfillment of Lender's monitoring and evaluation responsibilities. Specifically, Developer shall keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation as well as all Tenant Documentation. Developer will maintain all records and documentation related to this Contract for 5 years after the end of the Compliance 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. Lender 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 Compliance Period and for 5 years thereafter. Such access shall be during regular business hours upon at least 48 hours prior notice. 9.1.3 Use of HMIS System. Developer shall ensure that Property Manager and or Supportive Services Provider document the nature and extent of all services and housing assistance provided to PSH Tenants in the local HMIS System as well as all other relevant data that may be necessary for Lender and the local Continuum of Care to monitor and evaluate performance and tenant retention or housing stability at the Project. 9.2 Reports. Developer shall submit to Lender all reports and documentation described in this Contract in such form as Lender may prescribe, which may also include a final performance and/or final financial report if required by Lender at the termination of this Contract and/or the termination of the Loan in such form and within such times as Lender may prescribe. Developer shall be responsible for the submission of all reports to the extent Developer has not submitted such report. Lender shall notify Developer of any such failure by Developer and shall provide 45 days' notice as required herein for Developer to cure. Failure to require the submission or Developer's failure to actually submit any report or documentation to Lender required by this Contract shall be an event of default and Lender may exercise all of it remedies for default under this Contract, and the Loan Documents. Lender shall not exercise its rights hereunder for default until it gives Developer 45 days' notice of such failure and Developer has failed to cure such default. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 30 9.2.1 Additional Information. Developer shall provide Lender with additional information as may be required by state or federal agencies to substantiate HOME -ARP Program activities and/or expenditure eligibility. 9.3 Chan2e in Reportine Requirements and Forms. Lender retains the right to change reporting requirements and forms at its reasonable discretion. Lender 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 and any other necessary documents reflecting such change, if necessary. 9.4 Lender Reserves the RiLjht to Audit. Lender 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 Compliance Period and for 5 years thereafter, if Lender determines that such audit is necessary for Lender's compliance with the HOME Regulations or other City policies. Developer agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, Developer shall require that 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, Lender reserves the right to withhold further funding under this Contract, the Developer Loan Agreement, and/or other contract(s) 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 - ARP FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE LENDER THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST LENDER BY HUD BECAUSE OF SUCH ACTIONS WITHIN THIRTY DAYS FROM THE DATE THE LENDER PROVIDES NOTICE. 10. REIMBURSEMENT REOUIREMENTS. Developer shall provide Lender with Complete Documentation and the following reports as shown in Exhibit "F" — Reimbursement Forms with each Reimbursement Request: 10.1 Attachment I — Invoice. This report shall contain the amount requested for reimbursement in the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). This report must be signed by an authorized signatory of Developer. By signing Attachment I, Developer is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Contract, and the data contained in the report is true and correct. 10.2 Attachment II — Expenditure Worksheet. This report shall itemize each expense requested for reimbursement by Developer. In order for this report to be complete the following must be submitted: 10.2.1 Invoices for each expense with an explanation as to how the expense pertains to the Project, if necessary; and HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 31 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 Submitting Reimbursement Requests. Developer shall submit all Reimbursement Requests along with Complete Documentation to Lender within 60 calendar days from each of the deadlines as shown in Exhibit "C" — Construction and Reimbursement Schedule. 10.3.1 LENDER SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REOUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.3.2 LENDER SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30 CALENDAR DAYS AFTER THE COMPLETION DEADLINE. 10.3.3 Final Payment. Developer shall not be reimbursed for Final Payment until it submits Exhibit "G" — Project Compliance Report: Rental Housing to Lender. 10.4 Withholding Payment. LENDER SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION. Lender shall notify Developer when it is withholding payment due to lack of required complete documentation within 10 Business Days of making such determination. 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin or Complete the Required Improvements 11.1.1 If Developer fails to begin construction within 6 months after receiving its required permits from the City, this Contract shall automatically terminate without further warning or opportunity to cure, and with no penalty or liability to Lender. 11.1.2 If Lender 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), within 45 calendar days following written notice by Lender (or such other longer notice period as may be specified herein), or if Developer has diligently and continuously attempted to cure following receipt of such written notice but HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 32 reasonably required more than 45 calendar days to cure, as determined by both Parties mutually and in good faith, Lender shall have the right to terminate this Contract with no penalty or liability to Lender, with such termination to be effective immediately upon written notice. Lender shall also be entitled to demand repayment of the HOME -ARP Funds from Developer and enforce any of the provisions of Loan documents for default. 11.2 Failure to Submit Complete 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" — Construction and Reimbursement Schedule, or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or the HOME Regulations as determined by Lender, Lender will notify Developer in writing and Developer will have 15 calendar days from the date of the written notice to submit or resubmit any such report or documentation. If Developer fails to submit or resubmit any such report or documentation within such time, Lender shall have the right to withhold payments. If such failure continues for an additional 30 days (a total of 45 days) Lender shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to Lender. Notwithstanding anything to the contrary herein, Lender will not be required to pay any HOME -ARP Funds to Developer during the period that any such report or documentation is not in compliance with this Contract or the HOME Regulations or the HOME -ARP Guidance. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or the HOME Regulations or the HOME -ARP Guidance as determined by Lender, Lender will notify Developer in writing of such default and Developer will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If Developer fails to cure the default within such time, Developer shall forfeit any payments otherwise due under such Reimbursement Request, and if such failure to resubmit such Reimbursement Request continues for an additional 30 days (a total of 45 days) the Lender shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to Lender. Notwithstanding anything to the contrary herein, Lender will not be required to pay any HOME -ARP Funds to Developer during the period that any such Reimbursement Request is not in compliance with this Contract or the HOME Regulations or the HOME -ARP Guidance. 11.2.3 In the event of more than 3 instances of uncured default under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the Project, Lender 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 Lender. For purposes of this provision, "material adverse impact" means any condition that could reasonably be expected to have a material adverse change in or a materially adverse effect upon any of. (a) the value, financial condition, operations, of the Property or Required Improvements; (b) Lender's ability to have recourse against the Property or Required Improvements; (c) the rights and remedies of Lender under any Loan Documents, this Contract or the present or future ability of Developer to perform its obligations; (d) the validity, priority, perfection or enforceability of any FWHFC Loan Document, this Contract or any other Loan Document; (e) the ability of any Party to perform its obligations under any Loan HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 33 Document to which it is a party; or (f) the validity or enforceability of any Loan Document or the rights and remedies of any agent or any lender. 11.2.4 Notwithstanding anything to the contrary herein, Lender will not be required to pay any HOME -ARP 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 the HOME -ARP Guidance, 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 -ARP 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 -ARP Funds already paid to Developer must be repaid to Lender by Developer within 30 days of termination under this Section. Failure to repay such HOME -ARP Funds will result in Lender exercising all legal remedies available to Lender 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 Required Reports and Documentation During Compliance Period. If Developer fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract after the Required Improvements are completed, or if the submitted report or documentation is not in compliance with this Contract or the HOME -ARP Regulations as determined by Lender, Lender will notify Developer in writing and Developer will have 45 calendar days from the date of the written notice to obtain or recreate the missing records or documentation, or submit or resubmit any such report or documentation to Lender. If Developer fails to maintain the required reports or documentation, or submit or resubmit any such report or documentation within such time, Lender shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to Lender. In the event of termination under this Section 11.3, any HOME -ARP Funds paid to Developer must be repaid to Lender by Developer within 30 days of termination, and that failure to repay such HOME -ARP Funds will result in Lender exercising all legal remedies available to Lender under this Contract and the Loan Documents. 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 term or condition of this Contract, the Loan Documents, or breaches any term of its loan agreements that use other funds from Lender or the Fort Worth Housing Finance Corporation related to the Project. In the event that such a breach remains uncured after 45 calendar days following written notice by Lender, or if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 45 calendar days to cure, as determined by both Parties mutually and in good faith, Lender shall have the right to elect, in Lender's sole discretion, to (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 34 written notice of such intent to Developer, or (iii) pursue any other legal remedies available to Lender. 11.4.2 Developer acknowledges that Lender's remedies may include but are not limited to: 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 Compliance Period. 11.4.2.2 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 -ARP Funds for the activities. 11.4.2.4 Reprogram HOME -ARP Funds that have not yet been expended from affected activities to other eligible activities or withhold HOME -ARP Funds. 11.4.2.5 Direct Developer to reimburse Lender in any amount of HOME - ARP Funds not used in accordance with the HOME -ARP Regulations. 11.4.2.6 Suspend reimbursement of HOME -ARP 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, the Loan Documents, or any other contracts held by Lender with Developer, and any other available remedies. 11.4.3 In the event of termination under this Section 11.4, all HOME -ARP 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 -ARP Funds already paid to Developer must be repaid by Developer to Lender within 30 days of termination. Failure to repay such HOME -ARP Funds will result in Lender exercising all legal remedies available to Lender under this Contract and the Loan Documents. 11.5 No Funds Disbursed While in Breach. Developer acknowledges and agrees that no HOME -ARP Funds will be paid to Developer until all defaults are cured to Lender's satisfaction. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 35 11.6 No Compensation After Date of Termination. Developer acknowledges that in the event of termination, Developer shall not receive any HOME -ARP Funds in compensation for work undertaken after the date of termination. 11.7 Rights of Lender Not Affected. Developer acknowledges that termination shall not affect or terminate any of the existing rights of Lender 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 Lender under the law and various loan documents including, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terms of the Contract or the Loan Documents. 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 Lender 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 Subsequent Breach. The waiver of a breach of any term, covenant, or condition of this Contract or the Loan Documents 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. 11.101 Developer acknowledges that Lender may terminate this Contract in the event of Developer's default under this Contract, inability, or failure to perform, subject to notice, grace and cure periods. In the event Lender terminates this Contract for cause, all HOME -ARP 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 -ARP Funds already paid to Developer must be repaid to Lender by Developer within 30 calendar days of termination. Failure to repay such HOME -ARP Funds will result in Lender exercising all legal remedies available to Lender under this Contract and the Loan Documents. IF LENDER TERMINATES THIS CONTRACT FOR CAUSE, NEITHER DEVELOPER, NOR ANY AFFILIATES OF DEVELOPER, SHALL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME -ARP FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. 11.10.2 Developer may terminate this Contract if Lender does not provide the HOME - ARP Funds substantially in accordance with this Contract. In such event, the termination of the Contract shall have the effect of returning the Parties to their respective circumstances as existed prior to the execution of this Contract, all HOME -ARP Funds shall be repaid to Lender by Developer within 30 calendar days, and no terms or obligations shall survive the date of termination, including but not limited to, reporting, inspections or the Compliance Period. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 36 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 Lender 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 Lender 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, Lender may terminate the Contract in its entirety if Lender determines in its sole discretion that the remaining portion of the Contract to be performed or HOME -ARP 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, unless, with City permission, the Contract has been assigned and the Loan assumed by the assignee. In the event of termination under this Section, all HOME -ARP Funds are subject to repayment as required herein and/or Lender may exercise all of its remedies under this Contract and the Loan Documents. 11.13 Reversion of Assets. Developer acknowledges that in the event this Contract is terminated with or without cause by either party, all tangible personal property owned by Developer that was acquired or improved with the HOME -ARP Funds included but not limited to plans, drawings, surveys, renderings, construction documents and any other real or personal property shall belong to Lender and shall automatically transfer to Lender or to such assignees as Lender may designate. 12. REPAYMENT OF HOME -ARP FUNDS. All HOME -ARP 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 and the HOME -ARP Guidance. If Developer takes any action that results in Lender being required to repay all or any portion of the HOME -ARP Funds to HUD, Developer agrees it will reimburse Lender for the full amount such repayment within 30 days of such notice. If Developer takes any action that results in Lender receiving a finding from HUD about the Project, whether or not repayment to HUD is required of Lender, Developer agrees it will pay Lender an additional 10% of the Loan amount as liquidated damages. Developer acknowledges that Lender'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 Lender's HOME -ARP grant or other Federal grant funds, in addition to a finding by HUD or a repayment of funds to HUD by Lender; therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to Lender is liquidated damages and not a penalty. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 37 13. MATERIAL OWNERSHIP CHANGE. Except for Permitted Transfers in accordance with the terms of the Deed of Trust, the Deed Restriction, and transfers or assignment of this Contract and an assumption of the Loan consented to by City, if ownership or control of Developer materially changes after the date of this Contract, Lender may, but is not obligated to, terminate this Contract. Lender has 30 days to make such determination after receipt of notice from Developer of a material ownership change 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 -ARP 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, and any HOME -ARP Funds already paid to Developer must be repaid to Lender 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 Lender. 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 Resnondeat Superior. The doctrine of respondeat superior shall not apply as between Lender and Developer, any officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. Nothing herein shall be construed as the creation of a partnership or joint enterprise between Lender and Developer. It is further understood that Lender shall in no way be considered a Co -employer or a Joint employer of Developer or any officers, agents, servants, employees or subcontractor of Developer. Neither Developer nor any officers, agents, servants, employees or subcontractor of Developer shall be entitled to any employment benefits from Lender. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractor. Lender 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. Lender shall under no circumstances be responsible for any property belonging to Developer, any officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY, SAVE AND EXCEPT THOSE ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY, ITS OFFICERS, AGENTS OR EMPLOYEES. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 38 14.4 Religious Organization. Developer acknowledges that no portion of the HOME -ARP 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 -ARP -funded property. 14.5 Venue. Venue for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract, shall lie in 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 Severabilitv. The provisions of this Contract are severable, and if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be invalid by a court or federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 14.8 Written 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 Onlv, 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 shall 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 as set out above ➢ Section 3205 of the American Rescue Plan Act of 2021 (Publication Law 117-2) HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 39 ➢ The McKinney-Vento Homeless Assistance Act, as amended ➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including provisions requiring recipients of federal assistance to ensure meaningful access by person of limited English proficiency ➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.) ➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 ➢ The Age Discrimination in Employment Act of 1967 ➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) ➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA") ➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24 CFR Part 8 where applicable ➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58. ➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no event shall any amount of the assistance provided under this Contract be utilized with respect to a facility that has given rise to a conviction under the Clean Air Act or the Clean Water Act. ➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.) specifically including the provisions requiring employer verifications of legal status of its employees ➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A ➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered 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 HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 40 ➢ Section 3 of the Housing and Urban Development Act of 1968, and implementing regulations related to housing and community development financial assistance at 24 CFR Part 75 ➢ Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by the Residential Lead -Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R ➢ Regulations at 24 CFR Part 92, 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 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310 ➢ Broadband Infrastructure Requirements, 24 CFR Part 5.100 and Section 706 of the Telecommunications Act of 1996, 47 U.S.C. 1302 14.11 HUD -Assisted Proiects and Emplovment and other Economic Opportunities; Section 3 Requirements. 14.11.1 Requirement to be included in Construction Contracts. As mandated by Section 3 of the Housing and Urban Development Act of 1968 and its related regulations at 24 CFR Part 75, Developer and Project Construction Contractors shall, to the greatest extent feasible, provide employment opportunities to low and moderate income workers and to low and moderate income residents of the Project Service Area and to businesses owned by or employing low and moderate income workers, as further defined and described in the Sections below. 14.11.2 Section 3 Definitions 14.11.2.1 Section 3 Worker means either a) a worker whose income is below the income established by HUD for Section 3 compliance, which is 80% of the area median income, or b) a worker that is employed by a Section 3 Business. 14.11.2.2 Targeted Section 3 Worker means a worker that lives within the Project Service area and also meets the definition of a Section 3 Worker. 14.11.2.3 Section 3 Business means a business that meets one of the following conditions: a) is at least 51% owned by low or moderate income persons; b) has had over 75% of its labor hours performed over the last the months by low or moderate income persons; or c) is at least 51 % owned by public housing residents or residents that currently live in Section 8-assisted housing. 14.11.2.4 Project Service Area means the geographic area within one mile of the Project Site which includes 5000 population, or the geographic area around the Project Site which is large enough to include 5000 residents, as represented on Section 3 Project Service Area HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 41 Map attached as Exhibit 4-1" to this Contract. 14.11.3 Developer's Responsibilities for Section 3 Requirements. Lender and Developer understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 75, and all applicable rules and orders of HUD shall be a condition of the federal financial assistance provided to the Project binding upon Lender 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 75. Developer's responsibilities for fulfilling Section 3 requirements include: 14.11.3.1 Implementing procedures to notify potential Section 3 Workers and Section 3 Businesses about training, employment, and contracting opportunities generated by this Contract; ; 14.11.3.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; 14.11.3.3 Facilitating the training and employment of Section 3 Workers and the award of contracts to Section 3 Businesses; 14.11.3.4 Assisting and actively cooperating with the Neighborhood Services Department in making contractors and subcontractors comply; 14.11.3.5 Documenting actions taken to comply with Section 3; and 14.11.3.6 Submitting Section 3 Reports to Lender as further described below. 14.11.4 Section 3 Reporting Requirements. In order to comply with the Section 3 requirements, Developer must: 14.11.4.1 Report to Lender within 30 days of award of the prime construction contract, and regularly thereafter, the names, hourly wages, hours worked, and related required information for all nonprofessional workers working on the Project, as shown on Exhibit I-1. This information must be reported through Lender's designated Section 3 and Davis -Bacon reporting software. These reports shall be submitted monthly, or with each construction draw request. 14.11.4.2 Require the Prime Contractor and all subcontractors to provide the information required by Exhibit I-1 via Lender's designated Section 3 reporting software. 14.11.4.3 Submit, via Lender's designated Section 3 reporting software, or on applicable forms as attached to this Contract, certifications HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 42 regarding the Section 3 Worker and Targeted Section 3 Worker status of all nonprofessional workers on the Project. 14.11.4.4 Require all subcontractors to complete and submit Section 3 Business Certifications for subsequent submission to Lender. 14.11.4.5 Advertise employment opportunities created by the Project to the public for open competition within the City of Fort Worth, and within the Project Service Area(s), and provide copies of such advertisements to Lender with each quarterly Section 3 report, in the form of printout of Texas Workforce Commission posting, copy of newspaper advertisement, copy of flyers and listing of locations where flyers were distributed, and the like. 14.11.4.6 Report to Lender within 30 days of award of the Contract to the Prime Contractor, and on a monthly basis thereafter, a list of all contracts awarded to to subcontractors for the Project. This shall include name of all such subcontractors, their, addresses, zip codes, and the amounts of each subaward as of the date of the report, as well as the contact information for each subcontractor's Human Resources Department or primary hiring official. 14.11.4.7 Participate in, and require the Prime Contractor and subcontractors to participate in at least one Neighborhood/Project Service Area Job Fair organized by the Neighborhood Services Department to promote employment of Section 3 and Targeted Section 3 Workers during the contract period. 14.11.4.8 Coordinate and cooperate with Lender in efforts to publicize employment and contracting opportunities associated with the Project, including programs of Lender's Minority and Women's Business Enterprise (MWBE) office, as described herein. 14.11.5 This Section 14.11 shall be included in its entirety in all Project construction contracts or subcontracts totaling $200,000 or more. 14.12 Prohibition Against Discrimination. 14.12.1 General Statement. Developer, in the execution, performance or attempted performance of this Contract shall comply with all non-discrimination requirements of 24 CFR 92.350 and the ordinances codified at Chapter 17, Article III, 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. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 43 This Contract is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, 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 Employment 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 or a substantially similar provision 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 orientation, gender identity, gender expression or transgender. [Contractor's, Subcontractor's or Vendor's Name] 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. [Contractor's, Subcontractor's or Vendor's Name] agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. [Contractor's, Subcontractor's or Vendor's Name] will, in all solicitations or advertisements for employees placed by or on behalf of [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 Vendor's Name] 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. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 44 [Contractor's. Subcontractor's or Vendor's Name] 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 TO THE EXTENT PERMITTED BY APPLICABLE LAW, DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS, SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT OF ITS AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE -REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13 Conflict of Interest and Violations of Criminal Law. 14.13.1 Developer Safeguards. Developer shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Developer shall disclose to Lender any conflict of interest or potential conflict of interest described above, immediately upon discovery of such. 14.13.2 General Prohibition Auainst Conflicts of Interest. No persons who are employees, agents, consultants, officers or elected officials or appointed officials of Lender 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 Lender in accordance with the requirements of 2 CFR Part 200.112. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 45 14.13.3 Disclosure of Conflicts of Interest. In compliance with 2 CFR Part 200.112, Developer is required to timely disclose to Lender in writing any potential conflict of interest, as described in this Section. 14.13.4 Disclosure of Texas Penal Code Violations. Developer will adhere to the provisions of the Texas Penal Code which prohibits 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 Lender all violations of federal criminal law involving fraud, bribery or gratuity violations potentially affecting this Agreement. 14.14 Labor Standards. Developer acknowledges and agrees to the following: 14.14.1 As applicable, Developer agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. 276a-7) as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this 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 Lender 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 Lender 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 shall provide Lender 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 Lender will have access to employees, contractors and subcontractors and their respective employees in order to conduct onsite interviews with laborers and mechanics. Developer shall HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 46 inform its contractors and subcontractors that Lender or federal agencies may conduct periodic employee wage interview visits during construction of the Project to ensure compliance. 14.15 Subcontracting with Small and Minoritv Firms, Women's Business Enterprises and Labor Surplus Areas. 14.15.1 For contracts $100,000.00 or larger, Developer agrees to abide by Lender's policy to involve certified Business Equity Firms 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 for the completion of the Project, as stated herein. For this Contract, Developer must comply with all federal Section 3 requirements. Additionally, Developer must make good faith efforts to work with the City of Fort Worth's Diversity and Inclusion Department to ensure that Business Equity Firms certified with the City are engaged to the extent possible for any covered contracts procured after the effective date of this Contract. 14.15.2 Developer acknowledges and agrees that it is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of supplies, equipment, construction and services. 14.15.3 In order to comply with the reporting requirements of 24 CFR Part 92.508 (a)(7)(ii), Developer must submit the form attached hereto as Exhibit "K" — Contract and Subcontract Activity Reporting Form for each contract or subcontract with a value of $25,000 or more paid, or to be paid, with HOME funds. This form shall be submitted with the final Reimbursement Request. 14.16 Other Laws. 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 Assignment. 14.17.1 Developer shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of Lender. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. Any approved assignment of this Contract shall include assumption of the HOME Loan. 14.18. Right to Inspect Developer Contracts. Lender has the right to inspect and approve in writing any proposed contracts or other legally binding documents between (i) Developer and its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as part of the construction of the Required Improvements, (ii) Developer and any vendor contracts arising out HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 47 of the operation of the Project, and (iii) Developer and any third party contracts to be paid with HOME Funds, prior to any charges being incurred. 14.19 Force Maieure. If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, state-wide, national, or worldwide pandemics, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, pandemics and 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, inclement weather, 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 Lender 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 Compliance Requirements, indemnity obligations, reporting 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, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Contract for the longer of (i) 5 years after the termination date of this Contract, or (ii) 5 years after the termination of the Compliance Period unless a different survival period is specifically set forth herein, and shall be enforceable by Lender against Developer. 14.21 REVIEW OF COUNSEL. The Parties acknowledge that each Party and its counsel have reviewed and revised this Contract and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Contract or any of the exhibits attached hereto. 15. INDEMNIFICATION AND RELEASE. DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, LENDER AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS OF ANY HIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER HIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 48 NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, BUT NOT FROM THE LENDER'S, OR LENDER'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND DEVELOPER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF LENDER 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 LENDER, BUT NOT FROM THE LENDER'S, OR LENDER'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FURTHER COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS LENDER 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 LENDER, BUT NOT FROM THE LENDER'S, OR LENDER'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND LENDER, THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES INDEMNITY BY DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO INDEMNIFY AND PROTECT LENDER FROM THE CONSEQUENCES OF LENDER'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH, BUT NOT THE LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AGREES TO AND SHALL RELEASE LENDER, 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 HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 49 CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY LENDER'S SOLE OR CONCURRENT NEGLIGENCE, BUT NOT THE LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF LENDER 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 Lender. This section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. 17. INSURANCE AND BONDING. Developer shall maintain coverage in the form of insurance or bond in the amount of $5,228,476.00, 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 Lender for any and all loss of HOME -ARP 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 Lender as a Loss Payee. Developer shall furnish to Lender, 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. Further, if Lender has not received such certificates as set forth herein, Developer shall be in default of the Contract, and Lender 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 Liabilitv Insurance $300,000 each accident on a combined single -limit basis $300,000 Aggregate HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 50 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 Lender, 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 Lender'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 must submit to Lender documentation that it, and its general contractor, have obtained insurance coverage and have executed bonds as required in this Contract prior to payment of any monies provided hereunder, it being understood and agreed that a payment and performance bond naming the prime subcontractor as principal and the Developer and City 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 Lender as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of Lender. 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 Lender. Any failure on part of Lender 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. 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 Lender 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 Lender. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 51 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 Lender and Developer endorsed as additional insureds (as their interest may appear) on their respective insurance policies where applicable and appropriate. Developer shall require its builder to maintain builders risk insurance at the value of the construction. 18. CERTIFICATION REGARDING LOBBYING. that: The undersigned for Developer hereby certifies, to the best of its knowledge and belief, No Federal appropriated funds have been paid or will be paid, by or on behalf of Developer, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an 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 influence 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. 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. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 52 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 -APR 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 -ARP -funded unit. 19.1 Separation of Explicitly Religious 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 -ARP Funds to support or engage in any explicitly religious activities (including activities that involve overt religious content such as worship, religious instruction, or proselytization), or in any other manner prohibited by law. 19.2 Explicitly Religious Activities. If Developer engages 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 a HOME -funded unit. 20. LITIGATION AND CLAIMS. Developer shall give Lender 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 generally. Developer shall furnish immediately to Lender copies of all pertinent papers received by Developer with respect to such action or claim. Developer shall provide a notice to Lender within 10 calendar 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; (ii) by a nationally recognized overnight delivery service; (iii) by electronic mail or other commercially reasonable manner; and addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. Lender: City Attorney's Office 200 Texas Street Fort Worth, TX 76102 Attention: Leslie L. Hunt Telephone: 817-3 92-625 9 HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 53 Copy to: Neighborhood Services Department 200 Texas Street Fort Worth, TX 76102 Attention: Chad LaRoque Telephone: 817-3 92-2661 Developer: New Leaf Community Services P.O. Box 100103 Fort Worth, TX 76185 Attn: R. Steve Christian, Chair (817)832-8183 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. INTIONALLY OMITTED 24. BOYCOTTING ISRAEL PROHIBITED. Developer acknowledges that in accordance with Chapter 2270 of the Texas Government Code, Lender is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Contract, Developer certifies that Developer's signature provides written verification to Lender that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Contract 25. IMMIGRATION NATIONALITY ACT. Developer shall verify the identity and employment eligibility of its employees who perform work under this Contract, including completing the Employment Eligibility Verification Form (I-9). Upon request by Lender, Developer shall provide Lender with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Contract. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL INDEMNIFY LENDER AND HOLD LENDER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Lender, upon written HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 54 notice to Developer, shall have the right to immediately terminate this Contract for violations of this provision by Developer. 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. 27. PROHIBITION ON BOYCOTTING ENERGY COMPANIES. In accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, Lender 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 Lender 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 Lender that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Contract. 28. PROHIBITIO :T ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. 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, Lender 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 Lender 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 Lender 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 Contract. HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 55 29. ELECTRONIC SIGNATURES. 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. [SIGNATURES APPEAR ON NEXT PAGE] HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 56 IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this Contract to be effective as of the Effective Date. ATTEST: CITY OF FORT WORTH °000000 i y S7ea ,d o ° 470- ° ovp�rnando Costa, Assistant City Manager CDated June 1 g�+10rm 2-887432 PTV% 0=0 0 4L APPROVED T ORM 4T Leslie . Hunt, Seniof Assistant City Attorney COMI][ U ,4i NEW LEAF V T Y SERVICES, a T /as nonpr corpo ation By: R. Steve Christian, Chair 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 a reporting requirements. Chad LaRoque, Housing Development and Grants Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX HOME -ARP CONTRACT New Leaf Community Services — Camp Bowie Apartments Page 57 EXHIBITS: Exhibit "A" — Project Summary Exhibit "A-1" — HUD Rent Limits Exhibit "A-2" — Environmental Mitigation Action Exhibit "B" — Budget Exhibit "B-1" — Approved Project Budget Exhibit "C" — Construction and Reimbursement Schedule Exhibit "D" — Audit Requirements Exhibit "E" — Loan Documents Exhibit "F" — Reimbursement Forms Exhibit "G" — Project Compliance Report: Rental Housing Exhibit "H" — Federal Labor Standards Provisions — Davis -Bacon Requirements Exhibit "I" — Section 3 Reporting Forms Exhibit "I-1" — Section 3 Project Service Area Map Exhibit "J" — Standards for Complete Documentation Exhibit "K" - Contract and Subcontract Activity Reporting Form Exhibit "L" — HOME -ARP Deed Restriction Exhibit "M" — HOME -ARP Requirements Exhibit "N" - VAWA Forms Exhibit "O"— Requirements for Permanent Supportive Housing Units Exhibit "04" — Requirements for Permanent Supportive Housing Case Management Exhibit "0-2" — Case Management Standards Exhibit "0-3" — Performance Reports Exhibit "P" — Guaranty HOME -ARP DEVELOPER RENTAL CONTRACT New Leaf Community Services — Camp Bowie Apartments List of Exhibits Page EXHIBIT "A" PROJECT SUMMARY NEW LEAF COMMUNITY SERVICES Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: Developer will use the HOME -ARP Funds for a portion of the construction costs to develop the Camp Bowie West Apartments which is a 48 one -bedroom Permanent Supportive Housing (PSH) development for Qualifying Population or Low -Income Units located at 8843 Camp Bowie West Blvd., Fort Worth TX 76116. The project consists of 12 single story quadraplexes for a total of 48 one -bedroom units. The complex will also include amenities such as free laundry, community room, green space, and case management offices. The project will serve chronically homeless individuals with disabilities who are at or below 30% of AMI as set by HUD. Developer will be entitled to make Reimbursement Requests until 30 days after the Completion Deadline. In consideration for the HOME -ARP Funds, Developer agrees to provide the following information and meet the following requirements: • Designate 4 Accessible Units in accordance with Section 504 requirements and the terms of the Contract, 3 for mobility impairments and 1 for visual or hearing impairments Accessible Units shall be marketed in accordance with Section 7.6.5 of the Contract. • 48 PSH Units for Qualifying Population or Low -Income Units in the project to be operated in accordance with Exhibit "O" — Requirements for Permanent Supportive Housing Units. The PSH units may also be counted as HOME -ARP units. • 26 HOME -ARP Units for HOME -ARP Eligible tenants. • 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 -ARP Unit to be leased. LENDER WILL WITHHOLD $50,000.00 OF THE HOME FUNDS UNTIL LENDER VERIFIES THAT AT LEAST 1 HOME UNIT IS LEASED TO A HOME -ARP ELIGIBLE HOUSEHOLD. • If the 26 HOME -ARP Units do not qualify as affordable rental housing immediately upon lease -up or at any time during the Compliance Period, the Lender may invoke any remedies provided in the Contract, the Deed Restriction, or the Loan Documents. • Submit a copy of its annual audit and any other annual agency reports to the Lender throughout the Affordability Period. SPECIFIC PURPOSE: The specific purpose of this project is to provide affordable housing for homeless and at -risk populations by increasing the availability of PSH Units for chronically homeless persons with disabilities in Fort Worth. PROJECT OBJECTIVES: The project will result in 26 HOME -ARP Units for HOME -ARP Eligible tenants with a total of no more than 48 PSH units for Qualifying Population or Low -Income Units. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 1 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "A-1" HUD RENT LIMITS NEW LEAF COMMUNITY SERVICES U.S. DEPARTMENT OF HUD STATE:TEXAS -----»----------,-- 2023 HOME PROGRAM RENTS ---------------------- PROGRAM EFFICIENCY 1 BR 2 BR 3 BR 4 BR 5 BR 6 BR Fort Worth -Arlington, TX HUD Metro FMR Area. LOW HOME RENT LIMIT 837 897 1077 12.44 1388 153.1 1.674 HIGH HOME RENT LIMIT 1069 1146 1377 1582 1745 1907 2069 For Information Only: FAIR MARKET RENT 1101 1234 1456 1927 2385 2743 3101 50% RENT LIMIT 837 897 1077 1244 1.388. 1531 1674 65% RENT LIMIT 1069 1146 1377 1582 1745 1907 2069 *Rent limits are published annually by HUD. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 2 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "A-2" ENVIRONMENTAL MITIGATION ACTION NEW LEAF COMMUNITY SERVICES HOME -ARP Funds may be reimbursed for exempt activities; however, HOME -ARP 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 Lender and HUD. Environmental Mitigations are as follows: Noise Abatement and Control — Noise Control Act of 1972, as amended by the Quiet Communities Act of 1978; 24 CFR Part 51 Subpart B a. According to BOKA Powell, the project architect, an eight -foot cinderblock wall will be constructed around both residential buildings that have Normally Unacceptable noise levels. Phase Engineering, LLC completed a Barrier Performance Analysis to determine the sound attenuating potential of the planned barriers. The results of this assessment determined the wall will attenuate at least 7.9 dB, which is sufficient to ensure an exterior noise environment within HUD's Acceptable noise range. Lender 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 -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 3 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "B" BUDGET NEW LEAF COMMUNITY SERVICES SOURCES AND USES Development Name: I Camp Bowie Apartments Priority Source # Funding Description of Lien Construction Financing Permanent Financing Financing Participants Fort Worth Housing Finance Corp. 1 Loan 1st $1,200,000 $1,200,000 (FWHFC) Local Government Loan 2 (HOME -ARP) 2"d $4,028,476 $4,028,476 City of Fort Worth Local Foundations 3 Match Funds $1,200,000 $1,200,000 (Match) Developer — 4 Individuals Donations $78,487 $78,487 Individual Donations Developer — Foundation Other Foundation 5 Donations $1,060,000 $1,060,000 Donations TOTAL SOURCES OF FUNDS $7,566,963 TOTAL USES OF FUNDS :.. $7,566,96.3 .. HOME -ARP Funds Budget Land Acquisition $ 0 Mobilization Amount and/or $ 500,000* Pre -Development Soft Costs Construction Hard Costs $3,978,476* Holdback** $ 50,000* TOTAL $49028,476** *Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change. ** Lender will hold back $50,000.00 of the HOME -ARP Funds until Lender verifies that the first HOME -ARP Unit is leased to a HOME -ARP Eligible Household as well as the other requirements in Exhibit "C" - Construction and Reimbursement Schedule. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 4 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "B-1" APPROVED PROJECT BUDGET NEW LEAF COMMUNITY SERVICES 8843 CuW Bovilie W- Blvd Fort Riau, ?X PROJECT 131 DGET FOP —Al Total. Bas�ef Pre&--loprratStudy s' ity& die $ T 1 PtakelT Cam. $ - Development Costs r zA and-w BuRdim-f Arqx-mit-M 450_000 EmiTcamenbl 5.600 Camm=Ca .Il+Finish $ ? 1993,827 ShE Sire. W(A 3 27,=00 Dates 51i Cam=----Y $ 100,000 AAEFees. A-durect BaKAPvm $ 81,838 Fm_-f— H= $ 140,811 Corgi PeM-d3 PE=:tFED S 3 000 l ieu-} 01-*-%-&Impac.Feesj pants apL Tide & Reeardiag- Feet $ 26.500 Desvl�,tFees $ 234,000 offier FF&E-f3fce $ V-5,978 Fr3E-Rendeme $ 2-56,009 SDft Cane $ 50,000 Rese.-L-es+StmT $ 120,000 Tom Der.-e1WME= CDo-- $ t; 566.963 Total Uses of Funds $ 7,566;+963 .source of Funds FVUW!2fi9ns - CV C.00rdin — $ 1,200,000 F Tian--vfhEr $ 1-06Q,000 HC ?RPs $ 4,02B 76 F1%7 M-ec ns H $ - FW' ffomiug Fia cp $ 1,200,000 ITKz'['L7dmJ DcwTims $ 78_487 Total Source of Funds $ 7,566.963_ HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 5 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE NEW LEAF COMMUNITY SERVICES Phase Activity HOME -ARP Funds PHASE IMobilization/Predevelopment Soft Costs/ $500,000.00 ACTIVITIES: Construction Hard Costs Contract execution, legal fees, mobilization, materials and supplies, PHASE I COMPLETE permitting, and construction activities. $500,000.00 by: October L 2023 Developer must submit the contractor/subcontractor/vendor searches under the Federal System for Award Management (www.sam.gov). PHASE II Construction Hard Costs $800,000.00* ACTIVHTES: Prior to Reimbursement in Phase II, Developer must submit the PHASE II COMPLETED contractor/subcontractor/vendor searches under the Federal System by: June 1, 2024 for Award Management (www.sam.gov). $800,000.00* First Payment** (project must be approx. 25% complete)*** PHASE III ACTIVITTES: Construction Hard Costs $1,300,000.00* Prior to Reimbursement in Phase III, Developer must submit the PHASE III COMPLETED contractor/subcontractor/vendor searches under the Federal System by: October 1, 2024 for Award Management (www.sam.gov). $1,300,000.00* Second Payment** (project must be 50% complete)*** PHASE IV Construction Hard Costs $1,300,000.00* ACTIVITIES: Prior to Reimbursement in Phase IV, Developer must submit the PHASE IV COMPLETED contractor/subcontractor/vendor searches under the Federal System by: June 1.2025 for Award Management (www.sam.gov). $1,300,000.00* Second Payment** (project must be 75% complete)*** PHASE V Construction Hard Costs $78 476.00 ACTIVITIES: PHASE V COMPLETED Prior to Reimbursement in Phase V, Developer must submit the b Second Anniversary of y contractor/subcontractor/vendor searches under the Federal System construction for Award Management (www.sam.gov). $78,476.00* Commencement Second Payment** (project must be 99% complete)*** PHASE VI Initial Lease -up of HOME -ARP Units $50,000.00* ACTIVITIES: PHASE VI COMPLETED Prior to Reimbursement in Phase VI, the following items must be by: Second Anniversary of submitted: construction 1. Rent Schedule for HOME -ARP Units. See Section 7.5 Commencement 2. Tenant Selection Policy. See Section 7.6 3. Affirmative Marketing Plan. See Section 7.7 $50,000.00* Prior to Reimbursement for Final Payment, Exhibit "G" - Project Compliance Report: Rental Housing must be submitted to Lender. Final Payment** (Lease -Up of HOME -ARP Unit)*** TOTAL $4,028,476.00 *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 Lender 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 Lender is provided all required documentation. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 6 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "D" AUDIT REQUIREMENTS NEW LEAF COMMUNITY SERVICES NOT APPLICABLE HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 7 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "E" LOAN DOCUMENTS NEW LEAF COMMUNITY SERVICES HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 8 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "F" REIMBURSEMENT FORMS NEW LEAF COMMUNITY SERVICES HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 9 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 Developer: Address: City, State, Zip: Proj ect: Tax ID Number Draw Request: Attachment I INVOICE NEW LEAF COMMUNITY SERVICES P.O. Box 100103 Fort Worth, TX 76185 Camp Bowie Apartments Amount x ... IS nvoicg;' Cumalatie"to'Date $ $ HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 10 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 Line No. 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 Developer: Project: Date Check No. Attachment II City of Fort Worth Neighborhood Services Department Expenditure Worksheet New Leaf Community Services Camp Bowie Apartments Payee or Beneficiary* Description* Amount *Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if applicable. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 11 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "G" PROJECT COMPLIANCE REPORT: RENTAL HOUSING NEW LEAF COMMUNITY SERVICES HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 12 New Leaf Community Services — Camp Bowie Apartments Rev, 09,19.2023 PROJECT COMPLIANCE REPORT: RENTAL HOUSING EXHIBIT "G" Project Name: Contract 0: Owner Name; Reporting Period; From To # of HOME -Assisted Units: _ # of High HOME Units Required: # of Low HOME Units Required; 'All data reported should be consistent with requirements described In contract and any amendments Low or High A of Date or Last Unit 'renenl's %of Other HOME Persons Income Utility Monthly Annual Median Hi§panic? Race Assistance Type of Leese date Unit Number Rant Uml? Tenant Name in HH B of BRs Cedificalimn Max Rent Allowance Rent Gross Income Type hsehouold Type of Heusehod OfhsY Aaalstaaee Type Raae Select Sslee select t Single. noneldedy t Section e t White 0 American Indian/Alaskan Native & White 2 Elderly 2HOME TBRA 2Black/African American 1Asian &White 3 single 3 Other federal, slate, 3 Asian 8 Black & White 4 Two parents off ocal assistance 4 American Indlen/Alaskan Na We B Ame dCah Indian/Alaskan NMism &Black 5 Other- a No assistance 5 Native Hawalian/Other Pacific Islander 10 Other Lew HOME rents may not exceed 30% of the adjusted nwino of households at 50% of area median Income. adjusted far household size and adjusted for terem-paid utilities. Add(eanally, law HOME rents may not exceed the High HOME Aandanf(which may be C. piped by the FM RI. Atleasa20%0HOME - units in pro)ects wah 5 or more HOME -assisted units must have Ion HOME rents High HOME rentsapplyto all other HOME-assited units and sre calculated as the lesser of the Section B (Choice Voucher) Fair -Market Rent or 30%of adjusted monthly income for households at 35%are median income,, adjusted for household size, and adjusted for tenant -paid utilities. Both sets of rents are published by HUD, and both limit the local contractrent, including rental asalslanco. except for crolact-oased assistance for the Low HOME rent units. Cenflicetfon: The Undersigned, hereby, gives assurance that to the best of my knowledge and belief, the date Included In In Is report Is true and accurate, and if Is a non-profit agency, has been approved by the govemmg body of the organization prior to submission. This completed and signed document should be submitted to the City annually per yourcontract. A copy should be retained in your files. Title: Print Name; SignetUre: Data. Phone No HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 13 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT 66W FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS NEW LEAF COMMUNITY SERVICES -General Decision Number: TX20230015 91106/2023 Superseded General Decision Number: TX20220015 State: Texas Construction Type: Residential Counties: Johnson, Parker and Tarrant Counties in Texas. Residential Projects consisting of single family homes and apartments up to and including 4 stories. Note: Contracts subject to the Davis -Bacon Act are generally required to pay at least the applicable minimum wage rate required under Executive Order 14026 or Executive Order 13658. Please note that these Executive Orders apply to covered contracts entered into by the federal government that are subject to the Davis -Bacon Act itself, but do not apply to contracts subject only to the Davis -Bacon Related Acts, including those set forth at 29 CER 5.1(a)(2)-(60). [If the contract is entered 1. linto on or after January 30, 12022, or the contract is [renewed or extended (e.g., an (. (option is exercised) on or [after January 30, 2.022: 1 1 1 1 1 1 1 1 1 1 1 1 1 1 JIf the contract was awarded onl. for between January 1, 2015 andl 13anuary 29, 2022, and the [ [contract is not reneged or [. [extended on or after January l 130, 2022: l 1 1 1 1 1 1 1 1 1 1 1 1 Executive Order 14026 generally applies to the contract. The contractor must pay all covered workers at least $16.20 per hour (or the applicable stage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in 2923. Executive Order 13658 generally applies to the l contract. l The contractor must pay all[ covered workers at least l $12.15 per hour (or the [ applicable wage rate listedl on this wage determination,) if it is higher) for all l hours spent performing on l that contract in 2023. [ 1 The applicable Executive Order minimum wage rate will be adjusted annually. If this contract is covered by one of the Executive Orders and a classification considered necessary for performance of work on the contract does not appear on this HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 14 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 wage determination, the contractor must still submit a conformance request. Additional information on contractor requirements and worker protections under the Executive Orders is available at http://vAA4.dol.gov/whd/govcantracts. Modification Number Publication Date 0 01/06/2023 SLJTX1990-020 04/01/1990 Rates Fringes CARPENTER (excluding drywall hanging and form setting) ....... $ 9.315 CEMENT MASON/CONCRETE FINISHER (Excluding form setting) .......................... $ 9.48 DRYWALL HANCER ................... $ 9.00 ELECTRICIAN ...................... $ 10.214 Form Setter ...................... $ 9.194 HVAC MECHANIC (including duct, excluding pipe work) ....... 8-337 Laborer, common .................. 7-25 Painters: Brush........................ 8-85 Spray ............ .......... $ 10.00 PLLABER (Including HVAC WORK) - . . .$ 1e.687 ROOFER ........................... $ 3.646 Sheet Metal Worker (Excluding HVAC-duct work) ................. .$ 14-103 TILE SETTER. ...................... $ 11-50 TRUCK DRIVER .............. ; ... ... $ 7.25 WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental.. WELDERS Receive rate prescribed for craft performing HONE -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 15 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 operation to which welding is incidental. '`* Workers in this classification may be entitled to a higher minimum wage under Executive Order 14026 ($16.20) or 13658 ($12.15). please see the Note at the top of the wage determination for more information. Note: Executive Order (EO) 137e6, Establishing paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis -Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health -related needs, including preventive care;, to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health -related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at https://wr,a.dol.gov/agencies/whd/government-contracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CER 5.5 (a) (1) (ii)). The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of -identifiers- that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than " SU" or "UAVG" denotes that the union classification and rate were prevailing for that classification in the survey. Example: pLLM0198-005 07/01/2014. pLU1i is an abbreviation identifier of the union which prevailed in the survey for this HOME -ARP DEVELOPER RENTAL CONTRACT —EXHIBITS Page 16 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 10198. The next number,. 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the , SU" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non -union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based an a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the stage. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. WAGE DETERM114ATION: APPEALS PROCESS HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 17 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 1.) Has there been an initial decision in the matter? This can be: an existing published wage determination a survey underlying a wage determination a Wage and Hour Division letter, setting forth a position on a wage determination matter a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and ]-flour National Office because National Office has responsibility for the Davis -Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction gage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.M. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, NJ-1. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material,. etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, NA-1. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. END OF GENERAL DECISIO" HOME -ARP DEVELOPER RENTAL CONTRACT — EDITS Page 18 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT " I" SECTION 3 REPORTING FORMS NEW LEAF COMMUNITY SERVICES SECTION 3 BUSINESS CERTIFICATION FOR CONTRACTING SECTION 3 SUMMARY REPORT (Form HUD-60002) HOME -ARP DEVELOPER RENTAL CONTRACT — EXIIIBITS Page 19 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 FORTWORM, City of Fort Worth Section 3 Business Certification for Contracting Instruction: Enter the following information and select the criteria that applies to certify your business' Section 3 Business status. Business Information: Name of Business: Address of Business: Name of Business Owner: Telephone and Email of Business Owner: Type of Business: I Corporation Partnership (check type that applies) I Sole Proprietorship Joint Venture Select from ONE of the following three options that applies: At least 5 1 % of the business is owned and controlled by low- or very low-income persons. A low- or very low-income person is an individual who earns at or below 80% AMI or no more than $53.600.00 annually effective June 15, 2023. At least 5 1 % of the business is owned and controlled by current public housing residents who currently live in Section 8-assisted housing. Over 75% of the labor hours performed for the business over the prior three-month period are performed by Section 3 workers. A Section 3 worker is an individual who earns at or below 80% AMI or no more than $53,600.00 annually effective June 15, 2023. Business Affirmation: I affirm that the above statements are true, complete, and correct to the best of my knowledge. I understand that businesses who misrepresent themselves as Section 3 businesses and report false information to the City of Fort Worth may have their contracts terminated as default and be barred from ongoing and future considerations for contracting opportunities. I hereby certify, under penalty of law, we meet the definition of a Section 3 Business under federal regulations of the U.S. Department of Housing and Urban Development at 24 CFR Part 75, and that the following information is correct to the best of my knowledge. Print Name: Signature: Date: Certification expires within six months of the date of signature. --------------------------FOR CFW USE ONLY --- ------ Is the business a Section 3 business based upon their certificate? YES NO EMPLOYERS MUST RETAIN THIS FORM IN THEIR SECTION 3 COMPLIANCE FILE FOR FIVE YEARS. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 20 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 City of Fort Worth cr) Section 3WcTkEr:and Targeted SacCov 3 Worker Certitcition N CIA O N cqj Cy - Background: Section 3 is a provision of the HUD Act of 196gthat promotes locsl economic development; mt�ghb" uod rconom c Improvement, and individual -.elf -sufficiency. To the greatest anent possible, Section 3 mquireathatthe City of ForrWorth C� JUA'j a.. .6pi—i or certain HUD financial as.ictance:{e.g., [BDG, HOME, sod HOPWA program funds] pravde job tra:n:ng and tmp8oymentapporvrnities to lave- or very low-mmme medertzin connection with projects and xt3uities that these funds help pro ikf. in their neighborhoods. Develop.., c.,A actwa, or subcantraetersreceiving (M funds must make masoaabi'e efforts to comply with this program. This report demomtrates howburiness entities certify the Section 3 status of t:hcir employ,- and N report on their labor hourc that supportSection 3 empiayment goals. �f1jtT 4��ti k i N.. Project Name and Address: Samar tan Housing SRO Rehab Project, 5 9293ennings Ave., Fort 1Abrch, TM i6104 Business: fnfflrmation Name of Busiress: 'Pr*ct Start Date:I 1 Address of Busiaas : Reporting Period: 1 Name of Canted: Contact Teleph me: Contact Emaik Em ployee Certification lnfefma lon and Totai Labor Hours. Report Within the Fast S Yews EmyslayeG_� full-time Low• Total No, of Labor Hours 7ugeted Employee flame Employee Address Employee Date of Llvea'within Ilse Seryiee itree Hawly Section 3 Yaarthamild Wage Rate Income Sectian3 PiofeasVo al Secttan 3 Hire w the Ncigfiberhaod of the Wage Rate Pertidipnnt CAnnuar�d9 Worker Cosrssrucfian WaderBusrnna Service Worker _ Project _ No IN* No 1 _ We Ia1a No I Na Na INo Na 1 No1 IN* fin I I I INo 1<a 1 I Na 1 I tfo Fl o Fy Na I I IfiO 14. 1 Na Na Na 1 No _ I I No No G No I No N. I No _ _ 11 No No 1 _ I No _ No Na I C 1 Na I No Na I U 1 Na No ftio I aWN}r I I No No Fin lla Na 14. f I I Na No ha O I I Na No ha U a 1 I No Na fro I No N. cd Na INo flo No I h U Z I I No I IN. No I No INo No 1 lfo INo U. > 1 No 14o No I W t� 11a _ No ho I O I No Na No 1 Ne No No 1 a No N. No 1 No No two I LLl 1 14a. 1Iu ha I Q 1 I Na Na fin 1 O No No 14. I Na No ho I I I Na Na Fio I a 14. _ _ _ _ f{a. Na 1 Totai.'Lrar Hours gaol GOO M Goals summary HUD.est.M.Ned Sect+on. i soale to hobd recipients jrIke CRW) accouekable far their efforts to:upparttke program. The goals set are that 25`.4 of the totil Habor hours reported arc performed by Section i workers and th at 546 of the total I:borrours reported are oerf—end by Targeted Section 3 workers. 0.00 Total Labor Hours this rotada AllContrELtian:aaev Han. 3rcvctiorcl striae Labor l4two mn,x ltay I% pne:ettNe sedan 3"7artlatW section 3 LAW Mar. but ney not belmsleCffitTdM U bor Mar« Goal met if at kast 25-4 of the. projectNoun aree attributed to Seedon 3Work.,, 0,00 Section 3 Worker Labor'Haurs A01Vt0t 4 of Total. Labor Hours Gone Met? II 'turns green H met and V.I.W. if not met. Goad met if at seast.SU of the total project Noun ue atm'b.t6d to Targeted OAO Targeted Sestlon 3 Worker Lwhor Hours ROIVt'0l U of Total Labor Hours Goal Met? Section 3Workers, Cell turns green if met and yellow if not met Otrtresdf Nents: Contractor mvst pn n,ide evidence that they, have made auaOt"— efforts w insist low and very low i-- persona with employment and trair irg apportaniYxs. L;uaZtav- efforts consist of, Out are aotlii mited to, FnK ion Co — out .. c), C:YN}S, eA4yIC nt gob fait Hain non. employment taapdrtimlty' f —.1 fhb 1—ncy ads, eornm—itt meetingt. OEber ea:arnplea of Acthitlel. are i..f dad-ia the Definilk- Semi — Date Type dTrent or Activity I ..danx I Decuibe'6uslncn Participation r'r- p7i2tGx2C2r Cammundy 8.M 0 Ash Crasernt Ca.m—ity CW., l al;.,proe. i,,AGlt I C..O..d parsiaia apyti(a✓ ct rnr.avd' applitot". s aad ns„ maa j j If either goaf was not met (meaning, the goal tabor hours Celt is yellow], please explain your efforrb to meet the urintet goal. YOU may reference the above events held and activities undertaken. fsusiness Affi rmation_ e affirm that the nbvx statements are true, complete, and correct m the bert' of my knowVedgr, l undersand that bu-.inesec wfio miarepresatt intarmation about their employees and report false zniormatian to the C+ty of Fan'�Yorrh may have their ctmtraRs ta:rm9nafed as default and be barred -from angaie$ and future consideratiora for contracting oppertu itms. t hereby certify, under penalty of law, We meet the definition of a Section 3 &ssinea-derfederal r.gvl.ti—of the U.S. Department of Houima and Urban D—lopmtnt at ZS CFR Part FS, and rhat tore folds r g information is corrento the bectof my knowfedge. print doing Sgnature Date. 011 O rrl rn N N ID O 0o N Definitions For the purposes of this report, a law or very low-income worker is one who earns at or below 801A and 5036 of the area median Income (AMI), respectively. For fiscal year 2021, HUD has established a low income salary for an individual as no more than $50,550.00 annually (effective April 1, 2021). Outreach efforts Include but are not limited to the following: (1) Engage In outreach efforts to generate job applicants who are Targeted Section 3 workers. (2) Provided training or apprenticeship opportunities. (3) Provided technical assistance to help Section 3 workers compete faricbs fe.g., resume assistance, coaching). (4) Held one or more job Palm. (5) Prom ded assistance to apply for/or attend community college, a four-year educational Institution, or vocational/ technical training. (6) Provided technical assistance to help Section 3 business concerns understand and bid on contracts. (7) Divided contracts Into smaller jobs to facilitate participation by Section 3 business concerns. Professional services means nonconstruction services that require an advanced degree or professional licensing, including, but not limited to, contracts for legal services, financial consulting, accounting services, environmental assessment', architectural services, and civil engineering services. Professional service hours are excluded from the total labor hours butcan be Included in the Section 3 orTargeted Section 3 Labor hours if the employee meets the definition of a Section 3 or Targeted Section 3 worker. A Section 3 business is onethat meets at least one of the following criteria, documented within the prior six-month period of submitting the certificatlon and report: (1) At least 51% owned and controlled by low- or very low-income persons; OR (2) Over 7596ofthe labor hours performed for the business over the prior three-month period are performed by Section 3 workers; OR (3) It Is a business at least 51% owned and controlled by current public housing residents or residents who currently live In Section g-assisted housing. A Section 3 worker is any worker who currently fits or when hired within the past five years fit at least one of the following categorles, as documented: (1) The worker's income. for the previous or annualized calendar year is below the Income limit established by HUO; OR ' (2) The worker Is employed by a certified Section 3 business; OR (3) The worker is a Youtheuild participant, A Targeted Section 3 worker for projects receiving housingand ccmmunlcty development financial assistance means a Section 3 worker who: (1) is employed by a Section 3 business; OR (2) currently fits or when hired fit at least one of the following categories, as documented within the past five years: (1) Living within the servicearea or the neighborhood of the project or (fl) A Youth9uild participant. EXHIBIT 66I-1" SECTION 3 PROJECT SERVICE AREA MAP NEW LEAF COMMUNITY SERVICES 8843 Camp. Bowie W Boulevard 1 Mile buffer RES, of 1 ►a E9. t Cam—' Cf ARMEM AaR 7 DQft L '� 4elwLVYLAE � yyy IMM IuZW ' mCAF9*rx riR1Qa[ d..�i � y LJliM6l� itFF4'i� � OARZA ,' � � hmYreiLlb - 7.L,lyi.o LtAkO q Ej MMAM ��Il SElIk6Y WL61�Y Total ftpula5on of 9,812 1 Mile Buffer i eP 8W Camp BoWe w Boulevard y, a M25 a23 a's 0.75 0=mwssrcar�aaw.m.. i, ....fr.i a.md. ar ldl&Gf TY.�dOrgltuNa¢mam+ay.t�bMi.emq`dr16n. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHMITS Page 24 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "J" STANDARDS FOR COMPLETE DOCUMENTATION NEW LEAF COMMUNITY SERVICES FORT O NTH.. Standard of Documentation for Reimbursement of Development Costs Cost Type Documentation Standard Acquisition of Real Property Notice to Seller (date must be on or before the date of options agreement or sales contract and signed by the buyer and seller) - Recorded Deed of Trust - PurchaseAgreementrvf Required HUD language - Master Settlement StatementfHUD-1 - Appraisal or other document used to determine purchase price - Proof of Payment (i_e_, bank statement/cancelled check) - Verification of Vacant Status (as applicable) Pre -Development and Soft - Invoice should include. Costs (Architect, Engineer, ■ date; Landscape Design, Surveys, • company's letterhead; Appraisals, Environmental, Legal - address for which service is provided; Fees, Other Consultants, Etc_) ■ description of service(s) and item(s); ■ amount for itemized services; and ■ total amount = Proof of Payment (i.e_, bank statement or cancelled check) - Fully executed contract/service agreements/letter agreements and applicable amendments a Provide printoutfromvA"v_sam_eovverifying contractor/subcontractor is not listed on the debarred and suspension list - If only a portion is being paid with City funds, then shorn calculation and documentation of how costs are aHocated_ Neighborhood Servces FINAL, as of 6/2V2017 Paase 1 HOME -ARP DEVELOPER RENTAL CONTRACT — EXTBBITS Page 25 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 FORT WORTH.. Standard of Documentation for Reimbursement of Development Costs Construction Costs - invoice should in dude: (Contractors & Subcontractors) ■ date, ■ company's letterhead-, ■ address for which service is provided; ■ description of services} and item(s); ■ amount for itemized services; and ■ total amount Proof of Payment (Le_, bank statement or cancelled check) Copy of applicable inspection report(s) conducted by NSD inspector Copy of executed agreements • Provide printout from www.sam_aovveriiying contractor subcontractor is not listed on the debarred and suspension list If only a portion is being paid with City funds, then show calculation and documentation of ho-w costs are allocated_ For payment of final retainage forthe prime contractor, provide lien waivers for the prime and all subcontractors_ - List of subcontractors (Materials Purchased by Developer - invoice should include_ (if applicable) ■ date; ■ company's letterhead; ■ address for which service is provided, ■ description of service(s) and item(!;); • a mount for itemized services; and ■ total amount Proof of Payment (i.e_, bank statement or cancelled check) - Verification of delivery Developer Fee - Final invoice Reflecting Total Development Cast (if paid directly from HOME funds) . Proof of payment for any other entity/funding source contributing to development costs - Show calcu€ation of agreed upon developerfee percentage Copies of final lien releases from contractor/subcontractor Complete Documentation income eligibility of buyers/renters (i_e_, income documents for eligible home buyerltenants, sales contract between develo;per/homebuyer, HAP Deed of Trust with required affordability period language, etc_) Lease documents - Final inspections of completed units Neighborhood 5ervndm FINAL as of 6/ '21/201i Page 2 HOME -ARP DEVELOPER RENTAL CONTRACT - EXHBITS Page 26 New Leaf Community Services - Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "K" CONTRACT AND SUBCONTRACT ACTIVITY REPORT NEW LEAF COMMUNITY SERVICES HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 27 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 I Contract and Subcontract Activity U.S.DgatasenlvfNrndngWUtianDeveleprnent OMB ApprwUNo,:2577.0088 OMB AppoW No.: 2503-0335 Public reporting burden for this collection ofinformationis estimsted to average.5 ham per response, including the time Porrevieving instrudions, searching editing data sourms, gathering and maintaining the data needed, and completing and reviewing the collection ofinfonnakort The information is voluntary. HUD may not tolled this information, and you are not required to complete this form, unless It displays a aurenlly valid OMB Control Number. Executive Orden dated July 14, 1993, direds the MlnurilyBusiness Development Plans shall be developed by each Federal Agency and the these annual plans shall establish minority business development obj edivex The information is used by HUD to=rotor and evaluate MBE activities against The tots! program activity and Utedesignated ninoritybusineseMepise(MBE)goals. The Department requires the information to provide guidance and oversight far progsamsfbrthedevelopment ofmnorilybusinessenterprise conarrdngMinaityBusinessDevdopmmt'Ifjheinfosmaliogiinot collected HUD vwtddclolbeabletoestablish messduglid MBE goals nor evaluate MB E performance against these goals: Privacy Act Notice -The United Sates Department ofHousing and Urban Development, Federal Housing Administration, is amhorind to solicit the lnfi mation requested in this brrn byvirtue of True 12, UnitedStates Code, Section 1701 etseq., and regulation. It u+Il not be disclosed or relesed ouatde the United States Department, ofHousing and Urban Development withoutyourconsetn, exteplasrequiredw permitted by Law. LOrenue0'rq'edOwner/Devdeper5pomoe/BuldedAgeroT Checkif 2. Location (City, Slate Zip Code) City ofFort Worth PH 1000 Thmdanorton. Fort Worik TX 76107 3e. Neste oMtdict Potwn 3b. Ifiom Nwiber(licl Ame Code) 4. Reporting period SambBurketl 817.392-7538 n Oct I - Sent 38 (Annual 'Yl Cenmebser 0n 1/Pejw Nu&d HUD 9derehubr C.Nwbexpr4tkr Typ, orTnde Bute. Subc4mecbs edemdxel1paofMier3t Anuot oMebad Code RacklEtba %=0wed Buteb Afire Cotbeebridenak4mn(10) '!derdfbetoe(m) subd'nisnndwebN,oit,etc. or Subwd.t (Seebbw) (Se kekw) (Y.—H.) Se,.3 Bushes Nutaer Sec 3 N-1., See3 1e 7b ) 71 7 (v r N) 7f 7F, 7k 7i. 7,: Type rfTnde Coder•. CpD; Horhq/Psblr Heehq: i-W.wCandrnton I -Haw Comtrtxlkn d,-Pnfeskml 1-Fdure1udrnvau 1-Sahrurti,l RA6. 7-Tesent Sereice, 3-Ct6c 3-Npeu 8-Ed¢etoefr.WM 4-S—k. p• AehlErgB. Appeal 5 -Pick t Mvel 0.011er Pmvioe edltbe ert abeakh. IN CPD Housine S Pugmm Cade (Nateppaeeble forL/l'� pogtees.) See..*Mdos.fC.&,,tbofo.ofPeg, Use e .perele eikel for ee,hprogmm tole. C onuadoo'SubeonbadorName and Address M ❑ 16., GkSubminedto Fkld OBke Sired City 7d: A,cialliluic Code. S:ProgntnCoier(Cempkk fir H.vdgaidP.ka,arrd ldua HeussegpngsanarrhTk I -White Amerkenr I-ABireued, tehdug SecMr6 5 293 1-Bkck Mmrkeru 1-RoxbleSvbrily 6-HUDMi[ M-gemm8 3-Hetkn/ ice 3- Swin 8 Nordeeed No HFDA 7MUArte lbuhg 4 • Huperse Aeeric. 4- huond (rderagemen) 8 • section 811 5-AuedPw* Am new 6-Hasidie Jesse form HUD-2516 (8199) M sate Zip M New M New Huee en Y, Se,.3 H Sec IN N-Nbe ADN/Oi I f)N/o! I I toN)D! 1 4DIVI01 I so N/0! I M IV/01 I I I fDNPoi l I AON/o11 I toNv01I I ADIVAI I CIV/01I C IV/OI I ADN/01 ADIV/01 ioNPo11 ADNf01 I fpNl01I ADN/01 I ADIVAI ADNsDI HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 28 New Leaf Community -Services — Camp Bowie Apartments Rev. 09.19.2023 This report is to be completed by grantees,developers, sponsors, builders, agencies, andror completed for public andlndianhousing andmost, community development programs. Form HUD. costs or unusuallyhigh.orlow-incomefamilies Verylowyncome families (including single project owners for reporting contract and subcontract activities of $10,000 or more under the 60002 is to be completed by all other HUD programs Including State administered community persons) whose incomes do not exceed 50 per centum of the median familymcome for the area, as following programs: CommunityDevelopment Block Grants(entitlement and small cities); development programs covered underSeetion3. A Section 3 Con tractodsubcontracter ii8 deter mined by the Secretary with adjustments For small erssidlargerfvailies, except that the Urban Development Action Grants, Housing Development Grants; Multsfamily Insured and business concern that provides economic opportunities to low and very Low-income residents of secretarymay establish income ceilings high er or l owerthan 50percentum of the inedian for the Noninsured,Publit and In dim Housing Authorities; and contracts entered into by recipients of themetropolitan are a(or non metropolitan county), including a his sin asscon tern that is 51 person arcaon the basisoftheSecretary'sfndings thatcuch variationtare necessarybecause ofunusually CDB G rehabilitation assistance, or m ore owned by low -in come residents; high or low family incomes. Contracts sub contracts of less than $10,000 need be reported only if such contracts represent a significant portion of your total contracting activity. Include only contracts executed during this reporting pen od. This form has been modified to capture- Section 3 contract data in columns 7g and 7i. Section requires that else employment and other economic oppormnities generatedbyHUD financial. assistance for housing and community development programs shall, to the greatest extent feasible, be duetted inward low- and very Iowincome persons, particularly those who are tecipients ofgovernmmt assittaxce for housing -Recipients using this form to report Semi on 3, contract data must is use Part of form HUD-60002 to report,employment and training opportumb es data. Forth HUD -2516 is to be Community, Development Programs 1. Grantee: Enter the -name of the unit of government submitting this report, 3. Contact Person: Enter name and phone of person responsible for maintaining and submitting contract/subcontract data. 7a. Grant Number, Enter the HUD CommunityDevelopment Block Grant Identification Number (with dashes). For example: B-32-MC.45.0034. For Entitlement Programs and Small City multi -year comprehensive programs, enter the latest approved grant number. 7b. Amount of ContracdSub contract: Enter the doll amount rounded to then carestdollar If subcontractor ID number is provided m 7f, the dollar figure would be for the subcontract only and not For die prime contract 7c, Type of TraderEnter the numeric codes which best indicates the contractor's/subcontractor's service, If subcontractor number is provided in 7f., the type of trade code.would be for the subcontractor only and pot for the prime contractor. The'othee category includes supply, professional services and all other activities except construction and education/traiping activities. 7d. Business RaeiallEthnic/Gander Code: Enter the numeric code which indicates the mialyethnicigender character of the owner(s) and controller(s) of 51% of the business. When 51S'o or more is not owned and controlled by any single racialfethnic/gender category, enterthe code which seems most appropriate, If the subcontractor M number is provided, the code would apply to the subcontractor and not to the prime contractor. 7e. Woman Owned Business: Enter Yes or No. or provides subcontracting or business development opportunities to businesses owned by low or low-income residents, Low and very tow-incomeresidents; include participants in Youthbudd programs established under Subtitle D of Title IV of the.Cranston-Gonzalez National Affordable Housing Act The teem s"low-in come pass ons"and "very I w4ncome person a" h eve the same meetings given the terms in secnon3(b)(2) ofthe United States Housing Act of 1937. Low-imomepersonsmeen families (including single persons) whose incomes do not exceed 80 per centum of the median income for the area, as determined by the Secretary, with adjustments for smaller an larger families, except that the Secretary may establish income ceilings higher or lower than 80 per centum of the median for the area on the basis of the, Secretary's findings that such variations are necessary because of prevailmg'levels ofconstruction Multifamity HousingPrograms 1. Grantee/Proj art Owner: Enter then some of the unit of government, agency or on ortgagor entity submitting this report. 3. Contact Person Same as item 3 under CPD Programs. 4. Reporting Period: Check only one period. 5. Program Code; Enter the appropriate program code 7a. Grant/Project Number: Enter the HUD Project Number or Housing Development Grant or number assigned 7b. Amount of Contract/Suhcontract: Same as item 76. under CPD Programs.. 7c. Type of Trade: Same as item 7c, under CPD Programs. 7d. Business Ratial/Ethnic/Gender Code: Same at item 7d. under CPD Programs. 7e. Wnmam Ownerd Fusin ass: Enter Yes or N. 7f, Contractor Identification (ID) Number: Enter the Employer (IRS) Number of the Prime Contractor as the unique identifier for prime recipient of HUD funds Note that the Employer 7f. Contractor Identification(ID)Number: Same asitem 7f. under CPD Programs, (IRS) Number must be provided for each contractisubcontract awarded 7g. Sectios13 Contractor: Enter Yes or No. 7h, Subcontractor Identification (ID) Number: Enter the Employer (IRS) Number of the subcontractor as the unique identifier for each subcontract awarded from HUD funds. When the subcontractor IDNumber.is provi tied, the respective Prime Contractor ID Numbermust also be provided, 7L Section 3 Connector: Enter Yes cr No. 7 . Contractor/Subcontractor Name and Address: Enter this information for each firm receiving contracUsubcontract activity only one time on each report for each firm. 7g. Section 3 Contractor: Enter Yes or No. 7h. Subcontractor Identification OD) Number: Same as item 7h. under CPD Programs. 71. Section 3 Contractor. Enter Yes or No. 7j. Contractor/Subcontractor Name and Address Same as item 7j, under CPD Programs. Submit two (2) copies of this reportto yourlocal HUD Office within tan (10) days after the end of thcreporting period you checked initem 4 on the front. Complete item 7h Only oncefor each contractor/subcontractor on each semi-annual report. Enter -the prime co strset.e, M us item 7f. for ale contracts and subcontracts, Include only contracts expected during this reporting period. PHAdIHAs are to report all contracts/su be o ntracts. Public Housing and7adian Housing Programs PHAs/DIAs are to report all contractdsubcontracts. Include only contracts executed during this reporong peri ad 1. Project Owner: Enter the time of the unit of govemmmt agency or mortgagor entity submitting this report. Check box as appropriate, 3. Contact Person: Same as item 3 under CPD Programs. 4.Rep arcing Period: Cheek only one period 5. Program Code Enter the appropriate program code. 7a.Gramt/Project Number: Enter the HUD ProjectNumber or Housing Development Grant or number assigned. 7b.Amount ofContractfSubcantract: Same asitem7b.under CPDPrograms. 7e.Typeof Trade: Same as item 7c. under CPD Programs. 7d. Businw Raeianthnic/Gender Code: Same as item M under CPD.Programs. 7e, Wmuen Owned Business: Enter Yes or No. M Contracturldentifieation OD) Number: Same as item W under CPD Programs. 7g. Section 3 Contractor: Enter Yes or No. 7h. Subcontractor Identification (ED)Numher: Same as item 7h. under CPD Programs, 7i.Section3 Contractor: Enter Yesor No. 1j. Contractor/Subcontractor Name and Address: Same as item 7j. under CPD Programs. HOME -ARP DEVELOPER RENTAL CONTRACT - EXHIBITS Page 29 New Leaf Community Services - Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "L" HOME -ARP DEED RESTRICTION NEW LEAF COMMUNITY SERVICES DEED RESTRICTIONS HOME -ARP Funds THESE DEED RESTRICTIONS ("Deed Restrictions") are made effective as September 28, 2023, by and between NEW LEAF COMMUNITY SERVICES, a Texas nonprofit corporation ("Owner"), as Grantor, and CITY OF FORT WORTH, TEXAS, a Texas municipal corporation ("City"), as Grantee. WITNESSETH: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development ("HUD") under Section 3205 of the American Rescue Plan Act of 2021 ("ARP"), provided through the HOME Investment Partnerships Program ("HOME") , Catalog of Federal Domestic Assistance No. 14.239, known as HOME -ARP Funds, with which the City desires to promote activities that expand the supply of affordable housing for homeless and at -risk populations and the development of partnerships among City, local governments, local lenders, private industry and nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the 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, HUD has issued additional detailed guidance for use of the HOME -ARP funds through CPD Notice 21-10 dated September 13, 2021, and Memorandum regarding HOME -ARP Waivers dated September 8, 2021, known as the HOME -ARP Guidance; WHEREAS, Owner proposes to use HOME funds for a project whereby Owner will construct, develop, own, and operate a new 48-unit Permanent Supportive Housing project in the City to be known as Camp Bowie Apartments (the "Project"); WHEREAS, City has agreed to lend, and Owner has agreed to accept, a loan of City HOME -ARP funds in the amount of $4,028,476.00 (the "Loan"), pursuant to the requirements of the HOME program in accordance with that certain HOME -ARP Contract, City Secretary Contract No. 59854, between Owner and City, for the purpose of assisting Owner in developing the Project ("HOME -ARP Contract"); WHEREAS, as a condition to City making the Loan, Owner must agree to comply with certain occupancy, rent and other restrictions for a period of time in order to comply with the HOME -ARP Compliance Requirements, and agrees to convey to City certain covenants and restrictions that will burden the hereinafter described real property so that the Project will meet the HOME -ARP Compliance Requirements ("HOME -ARP Requirements"); HOME -ARP DEED RESTRICTIONS Page 30 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 NOW, THEREFORE, in consideration of the making of the 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 and the HOME -ARP Guidance, 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 compliance requirements contained in the HOME Regulations and the HOME -ARP Guidance shall consist of 31 units of the 48 total residential units in the Project ("HOME -ARP Units") 2) HOME -ARP units will be available to Qualifying Populations or homeless or at -risk persons or households as defined in detail in HUD CPD Notice 21-10 and HOME -ARP Guidance. Qualifying Populations include any designated targeted subpopulation of these groups that is eligible to reside in the Project, including individuals or households that are homeless, chronically homeless, at risk of homelessness, fleeing or attempting to flee domestic violence, formerly homeless and in need of continued housing assistance or supportive services, or at greatest risk of housing instability due to extremely low income and other factors. Chronically Homeless persons or households have been designated as the primary targeted client subpopulation for the City of Fort Worth HOME -ARP Program and for the Project. 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 the HOME -ARP Guidance and, that the HOME -ARP Units must be occupied only by HOME -ARP Eligible Households as defined in the HOME - ARP Contract. a. Low Income Household HOME -ARP Rent is the lesser of: a) the HUD Fair Market Rent for existing housing for comparable area units, or b) rent equal to 30% of the annual income of a family at 65% of AMI, as established annually by HUD and adjusted for bedroom size. Low Income Household HOME -ARP Rent is generally equivalent to High HOME Rent under the HOME Program. If a Low -Income Household received federally funded tenant -based rental assistance, the rent is the amount that is permissible under the applicable rental assistance program. 4) HOME -ARP Qualifying Population Rent. Owner must verify that the rent amount is not greater than 30% of the adjusted income of a family whose annual income equals 50% of AMI with adjustment for the bedroom size of the housing unit. The HOME -ARP Rent for Qualifying Population Households may not exceed the maximum rent limitations set by HUD minus utility allowances as more particularly described in Section 7.5.4. Units occupied by Qualifying Population tenants that receive federally funded rental assistance and contribute no more than 30% of their income in rent may charge the maximum rent permissible under the applicable rental assistance program. 5) Tenant Income. Owner must verify that Low Income Household Tenants have an annual income adjusted for family size that does not exceed 80% of AMI set by HUD. Tenant income must be verified based on 24 CFR 65.609 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 of the HOME -ARP Contract. HOME -ARP DEED RESTRICTIONS Page 31 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 a. Tenant Eligibility for Qualifying Populations. Eligibility of Chronically Homeless prospective tenants shall be documented upon entry to the Project through HMIS with records of length of time period(s) of homelessness and nature of disability from a qualified service provider as required by the HOME -ARP Guidance. After admission the qualified population tenant retains eligibility irrespective of changes in income or whether the household continues to meet the definition of a Qualifying Population. b. Preference for Chronically Homeless. Project will implement a preference for Chronically Homeless tenants for all HOME -ARP -assisted units. Property Manager will ensure that full documentation of Chronically Homeless status is maintained in tenant files, including documentation of disability and documentation of length of time(s) tenant was previously homeless. 6) Tenant Lease and Tenant Selection. Owner's lease for the HOME -ARP Units shall comply with 24 CFR Part 92.253 as more particularly described in the HOME -ARP Contract. Owner's tenant selection policy and criteria shall be consistent with the purpose of providing housing in accordance with the HOME Regulations and HOME -ARP Guidance including addressing nondiscrimination and affirmative marketing as more particularly set out in the HOME -ARP Contract. a. Project will maintain a project -specific waiting list for such Low -Income HOME -ARP Units. This waiting list will at a minimum retain applicant information in chronological order based on when complete tenant information was received, while to the greatest extent possible prioritizing families and households currently residing in the City of Fort Worth that meet the "At Risk of Homelessness" and "At Greatest Risk of Housing Instability" Qualified Population definitions from the HOME -ARP Guidance. Applicants to the waiting list may not be charged a fee to be placed on the waiting list. 7) The Project shall be maintained to and fully comply with all City Codes and federal Housing Quality Standards. 8) The Compliance Period for the Project is 15 years ("Compliance Period") as more particularly described in the HOME -ARP Contract. The Compliance 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 Compliance 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 Deed Restrictions, a third -party beneficiary shall be any member of a HOME -ARP Eligible Household as defined in the HOME -ARP Contract. Owner hereby subjects the Project (including the Project site) to the covenants, reservations and restrictions set forth in these Deed Restrictions and Owner hereby declares its express intent that the covenants, reservations and restrictions set 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 portion thereof shall conclusively be held to HOME -ARP DEED RESTRICTIONS Page 32 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 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 Deed Restrictions to comply with the laws, ordinances and/or regulations referenced herein or in the HOME -ARP 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 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 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 Deed Restrictions against another party with respect to these Deed Restrictions, the party prevailing in such action shall receive from the other party and the other 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 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 places as City may reasonably request. Owner shall pay all fees and charges incurred in connection with any such recording. 15) These Deed Restrictions shall be governed by the laws of the State of Texas. HOME -ARP DEED RESTRICTIONS Page 33 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 16) Headings and titles herein are for convenience only and shall not influence any construction or interpretation. 17) If any provision of these Deed Restrictions shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 18) All terms not defined herein shall have the meaning proscribed to them in the HOME - ARP Contract. If any provision of these Deed Restrictions conflicts with any provision of the HOME -ARP Contract, the provisions of the HOME -ARP Contract will govern to the extent of the conflict. The HOME -ARP Contract is on file with the City Secretary's Office as a public and official document of the City. [Signature Pages to Follow] HOME -ARP DEED RESTRICTIONS Page 34 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 IN WITNESS WHEREOF, Owner and the City have executed this document by duly authorized representatives, all on the date first written hereinabove. OWNER: NEW LEAF COMMUNITY SERVICES, a Texas nonprofit corporation By: R. Steve Christian, Chair Date: STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on September 28, 2023, by R. Steve Christian, Chair of New Leaf Community Services, a Texas nonprofit corporation, on behalf of said corporation. Notary Public, State of Texas [Signatures Pages Continue] HOME -ARP DEED RESTRICTIONS Page 35 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 IN WITNESS WHEREOF, Owner and the City have executed this document by duly authorized representatives, all on the date first written hereinabove. ATTEST: City Secretary M&C 22-0456 Dated June 14, 2022 Form 1295: 2022-887432 Date: CITY OF FORT WORTH Fernando Costa, Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Leslie L. Hunt, Senior Assistant City Attorney STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on September 28, 2023, by Fernando Costa, Assistant City Manager of the City of Fort Worth, a Texas municipal corporation, on behalf of said corporation. Notary Public, State of Texas HOME -ARP DEED RESTRICTIONS Page 36 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "A" Legal Description Common Address: 8843 Camp Bowie West Boulevard, Fort Worth, TX 76116 Property Legal Description: Being a 2.900-acre tract situated In Tract B, Block 26, of Western Hills Addition, as shown on Plat of said subdivision recorded in Volume 388-51, Page 20, of the Plat Records of Tarrant County, Texas. and being that certain ceiled 2.896-acre tract described In Instrument to Eighty -West Properties, recorded In Volume 7660, Page 321 of the Deed Records of Tarrant County, Texas, said 2.900-acre tract being more particularly described as follows: BEGINNING at a 3/4" iron rod found in the south right-of-way of Camp Bowie West Boulevard (aka Spur No. 580) (162 feet wide), for the northwest corner of Lot A-313, Block 26, Western Hills Addition, Section 4, as shown on plat recorded in Volume 388-206, Page 82, P.R.T.C.T., being the northeast corner of said Tract B and the herein described 2.900 acre tract, from which an angle iron found for reference bears South 89°28'47" East, 94.87 feet; THENCE South 00°02'07" East, with the east line of said Tract B, at 155.70 feet passing a 1/2" iron rod found for the southwest comer of said Lot A-313, being a northwest corner of Lot A-3A Block 26, Western Hills Addition, Section 4, as shown on said plat recorded in Volume 388-206, Page 82, P.R.T.C.T., in all a total distance of 414.86 feet, to a 1/2" iron rod with cap stamped "Texas Surveying, Inc." set in the north line of Block 26, of Western Hills Addition, Section 4, as shown on plat recorded in Volume 388-51, Page 20, P.R.T.C.T., for the southwest corner of said Lot A-3A, being the southeast corner of said Tract B and the herein described 2.900 acre tract; THENCE North 89°53'07" West, 303.75 feet, with the south line of said Tract B, to a 1/2" iron rod found for the southeast corner of Lot B-Rl-lR, Block 26, Western Hills Addition, Section 4, as shown on plat recorded In Cabinet A, Side 12912, P.R.T.C.T., being the southwest corner of the herein described 2.900 acre tract; THENCE North 00°27'07" West, 417.01 feet, with the east line of said Lot B-R1-lR, to a 1/2" iron rod found in the south right-of-way of said Camp Bowie West Boulevard, the north line of said Tract B, for the northeast corner said Lot B-R1-lR, being the northeast corner of the herein described 2.900 acre tract, from which a 5/8" iron rod found for reference bears North 89°28'47" West, 99.96 feet; THENCE South 89°28'47" East, 303.78 feet with the south right-of-way of said Camp Bowie West Boulevard, the north line of said Tract B, to the POINT OF BEGINNING, and containing 2.900 acres. Bearings, Distances, and/or Areas derived from GNSS observations performed by Texas Surveying, Inc. and reflect N.A.D. 1983, Texas State Plane Coordinate System, North Central Zone 4202. (Grid) HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 37 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "M" HOME -ARP REQUIREMENTS NEW LEAF COMMUNITY SERVICES Capitalized terms not defined herein shall have meanings assigned to them in the Contract. Developer shall ensure that the Property Manager receives a copy of the HOME -ARP Contract which enforces the HOME Regulations and the HOME -ARP Guidance. Below is an outline of the HOME -ARP Requirements that the Property Manager will be responsible for while managing the HOME -ARP Units in the project. Some of the Capitalized terms not defined herein shall have meanings assigned them in the HOME -ARP Contract. 1. Property Manager acknowledges that the project operates under the HOME Program Section 504 requirements. Accordingly, Property Manager shall exercise its commercially reasonable efforts to take the following steps to: Comply with Section 504requirements and other federal accessibility requirements. The Apartment Complex must contain 4 Accessible Units, 3 accessible to individuals with mobility impairment and 1 accessible to individuals with visual or hearing impairments. 2. Property Manager will follow the procedures given by Developer to rent HOME -ARP Units to residents who are chronically homeless individuals with disabilities who are at or below 30% of AMI as set by HUD. Property Manager must manage the HOME -ARP Units as set forth in the chart below to ensure that they are occupied by tenants that are either High HOME -ARP Eligible Tenants or Qualifying Population Tenants as described in the HOME -ARP Contract. The bedrooms of the HOME -ARP Units must be proportional to the overall bedroom mix of all the units in the project. Property Manager must manage the HOME -ARP Units in accordance with the chart, the HOME -ARP Requirements and the guidelines contained in the Managing Rental Unit Mix Under HOME published by HUD at: litti)s://files.hudexchanRe. info/resources/documents/ManaRinsz-Rental-Unit-Mix-Under-HOME.i)df. HOME -ARP UNIT MIX Proposed Units 48 1-BR 0 2-BR 0 3-BR 0 4-BR (48 total) HOME -ARP Units 26 1-BR 0 2-BR 0 3-BR 0 4-BR (26 total)* *The HOME -ARP Units may be designated as floating, if the HOME -ARP Units are comparable to the non -assisted units in the Apartment Complex. 4, Property Manager must notify Developer in writing within 30 days if any HOME -ARP Unit is occupied by a tenant who is not income eligible, or if any HOME -ARP Unit remains vacant for more than 90 days. 5. The HOME -ARP Units are floating. When a "floating" unit is changed within the project, the newly designated "floating" unit must be comparable to the non -HOME -ARP assisted units. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 38 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2021 Property Manager must charge the appropriate HOME -ARP rents and not charge rents in excess of the HOME Program Rents for any given year. These program rents change annually and Lender will provide Developer and Property Manager with updated HOME rent limits so that rents may be adjusted (not to exceed the maximum HOME rent limits). For projects that have floating HOME -ARP Units, per HUD regulations, changes may need to be made where instances of tenant's income either rises above or falls below certain thresholds. Property Manager should refer to the Managing Rental Unit Mix Under HOME found at htti)s:Hfiles.hudexchan�ze.info/resources/documents/Mana2in2-Rental-Unit-Mix-Under- HOME.Pdf for guidance. Property Manager should retain necessary documentation to demonstrate that each HOME -ARP Unit is occupied by a HOME -ARP Eligible Household. General rental housing records must be kept on -file for 5 years after the HOME Compliance Period ends. Before executing any lease for a HOME -ARP Unit, Property Manager must verify all new tenants' income eligibility using the annual income definition in 24 CFR 5.609. Income documentation must be sufficient to show that a tenant is a HOME -ARP 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 611 year of the Affordability Period. Documentation for tenant income eligibility verifications for other than the initial lease and the 61h year of the Affordability Period shall be a Lender approved income self -certification form. Property Manager shall use the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances to determine tenant eligibility. 8. Property Manager shall maintain copies of Tenant Documentation and all tenant self -certification forms as required under the HOME -ARP Contract. 9. Property Manager shall submit for Lender 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 -ARP Unit must be for at least 1 year, unless the tenant and Property 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 HOME rents annually, and Property Manager should use the numbers provided to calculate rents. e. Maximum allowable HOME -ARP rents must be reduced if the tenant pays utilities. f. Tenant lease must inform tenant that their income will be reexamined annually, either at the anniversary of the initial income verification, or at lease renewal. HOME -ARP DEVELOPER RENTAL CONTRACT — EXIIIBITS Page 39 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 g. Tenant lease must explicitly state that their rent may increase if the tenant is placed in a HOME - ARP 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) and the HOME -ARP Guidance. Under no circumstances may the maximum rental amounts charged to tenants of HOME -ARP Units exceed the HOME Rents minus monthly allowances for utilities and services (excluding telephone) established by HUD. Properly Manager agrees to abide by HUD approved schedules of HOME rent levels and locally adopted utility allowances published by the local housing authority. Property Manager should keep records that include documentation to back-up rents levels and utility allowances. 11. Property 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; 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 project. 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 project 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 -ARP Unit mix under HOME Regulations and the HOME -ARP Guidance. The tenant selection policy must comply with state and local tenant/landlord laws. Property Manager shall adopt affirmative marketing procedures and requirements for the HOME -ARP 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 project. The procedures and requirements must also include the designation of an individual that will be responsible for marketing the project and establishing a clear HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 40 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 application screening plan and the maintenance of documentation and records to evidence affirmative marketing procedures have been implemented. Lender shall have no responsibility with regard to affirmative marketing of the project. Affirmative marketing procedures shall be submitted to Lender for approval prior to implementation. 12. Property Manager shall abide by all federal, state and local non-discrimination and fair housing laws. 13. Property Manager understands and agrees that it will be subject to monitoring by Lender for compliance with the HOME Regulations and the HOME -ARP Guidance for the duration of the 15-year Compliance Period. Property Manager will provide reports and access to project tenant files as requested by Lender during the Compliance Period for 5 years after the end of the Compliance Period, and will meet all the reporting requirements set out in this Contract. This Exhibit shall survive the termination or expiration of this Contract. Lender shall have access at all reasonable hours to the Property Manager's offices and records dealing with the HOME -ARP Units, and its officers, directors, agents, employees, and contractors for the purpose of such monitoring. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 41 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2021 EXHIBIT "N" VAWA FORMS NEW LEAF COMMUNITY SERVICES • 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. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 42 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "O" REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS NEW LEAF COMMUNITY SERVICES Capitalized terms not defined herein shall have meanings assigned to them in the Contract. The purpose of the 48 PSH Units is to reduce the population of chronically homeless persons in the City by combining rental assistance with supportive services so that formerly homeless tenants can maintain stable housing. The Project owner is responsible for securing resources for rental assistance and supportive services for the PSH Tenants. These resources must be in place by the time of initial lease -up of the project. PSH projects are complex and consist of many partners, processes and roles. The requirements below are based on Tarrant County Homeless Coalition ("TCHC") standards as well as learning from existing PSH projects. Project's Relationship to Tarrant County Homeless Coalition • Owner should follow the TCHC process for setting up new projects and beginning referral process • PSH Tenants must meet the HUD definition of chronically homeless. PSH Tenants will all be referred by TCHC as approved by Coordinated Entry for PSH for initial lease up and throughout the Performance Period; • Owner must contact TCHC and the agencies providing the rental assistance for referrals within 5 days of learning a PSH Unit is available whether the occupant has given notice or not in order to begin the referral process; specifically, 5 days after an eviction being granted, posting of notice of abandonment, notice to vacate given or a tenant's death • Owner will sign Landlord Memorandum of Understanding with TCHC (Exhibit "D"); • Owner shall direct property management and case management to participate with the tenant in mediation provided by TCHC before lease is terminated or eviction filed except when there is a health or safety risk to the tenant or others of the tenant remaining on the property; If mediation is not available within 20 days, this requirement is waived. Project's Tenant Eligibility and Lease Up Process • Whenever a PSH unit is available, TCHC will refer eligible clients who: o Are approved by Coordinated Entry for PSH o Have documented disability o Have documented chronicity o Live in the City of Fort Worth o Are not lifetime registered sex offenders HOME -ARP DEVELOPER RENTAL CONTRACT — EXH]BITS Page 43 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 If a TCHC tenant referral has a criminal background related to a crime against persons, the SSP and property management will discuss with client and evaluate to determine if the person poses a risk to the health and safety of the development; If the person is determined not to pose a risk to the health and safety of the development, referral will be accepted; if the person is determined to pose a risk to the health and safety of the development, the SSP and property management will request another referral from TCHC; • It is the expectation that Project will follow the TCHC standard which is accepting at least 90% of referrals Project's Security • Owner is responsible for providing a detailed security plan for the project at the time leasing begins. • Owner is responsible for meeting with the City twice a year to review security plan and discuss any adjustments needed. Project's Case Management - Owner will provide adequate onsite office space for each onsite SSP employee so each case manager has a private space to meet with tenants at no cost to be used exclusively by either the SSP's staff member or staff members of other agencies providing supportive services, as well as a telephone line and intemet access sufficient for staff members to access the Homeless Management Information System ("HMIS') maintained by the CoC. The staff members will coordinate with Property Manager on scheduling office space needs. • Owner is responsible for providing sufficient case management to have a maximum case manager to tenant ratio of 1:24. • Owner is responsible for ensuring case managers have gone through case management standards training as well as foundations of case management training at TCHC and SSP submits proof of training annually. • Case management standards are discussed more specifically in Exhibit B and Exhibit C; Project's Property Management • Owner is responsible for ensuring property management has PSH Property Management Certification through TCHC within 60 days of beginning of site assignment and submits proof of training annually; • Property manager ensures that all PSH clients are informed of their right to request reasonable accommodations and that there is a formal process for hearing these requests and acting upon them; Owner will ensure sufficient budget for unit repairs and replacement of originally provided essential furnishings as needed (eg bedframe and mattress); HOME -ARP DEVELOPER RENTAL CONTRACT — EXPIIBITS Page 44 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 • Property management shall promptly notify in writing (email is acceptable) the SSP in cases of any PSH Tenant's financial hardship (for example nonpayment of rent), lease violation, or any other circumstances deemed appropriate by Owner or Property Manager within 10 days, to avoid involuntary termination of PSH tenancies to the maximum extent consistent with sound management of the project; • Property management will work with partners to develop a tenant council at the development. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 45 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "0-1" REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING CASE MANAGEMENT NEW LEAF COMMUNITY SERVICES Owner will ensure the Supportive Services Provider (SSP) will do the following: Employ sufficient full time case managers,to have a maximum case manager to client ratio of 1:24 and employ sufficient program supervision for 48 permanent supportive housing ("PSH") clients which will include the following: A. In General • Document the nature and extent of all services provided to chronically homeless individuals in the City of Fort Worth receiving case management services hereunder ("PSH client") in a complete case file, with case notes in the HMIS system within 3 business days of a service being provided hereunder. • Eligible clients are those: o Referred by Tarrant County Homeless Coalition as approved by Coordinated Entry for permanent supportive housing o With documented disability o With documented chronicity o Living in the City of Fort Worth o Not lifetime registered sex offender If a TCHC tenant referral has a criminal background related to a crime against persons, the SSP and property management will discuss with client and evaluate to determine if the person poses a risk to the health and safety of the development; If the person is determined not to pose a risk to the health and safety of the development, referral will be accepted; if the person is determined to pose a risk to the health and safety of the development, the SSP and property management will request another referral from TCHC; • It is the expectation that Project will accept TCHC referrals and it will be extremely rare that the SSP and property management reject a referral; Ensure that all PSH clients are informed during their initial meeting with the case manager of their right to request reasonable accommodations and that there is a formal process for hearing these requests and acting upon them. When necessary, assist PSH Clients in submitting reasonable accommodation requests to the property manager; • Abide by TX-601 Tarrant/Parker Counties Permanent Supportive Housing Case Management Standards (Exhibit "C") HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 46 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 B. Services to Facilitate Housing • Assist clients in gathering necessary information for lease applications, completing lease applications and housing voucher applications if needed; • Attend all necessary interviews and meetings between the client and potential or current property management. C. Additional Services • Assist PSH clients to obtain necessary household items; • Provide support and services consistent with Housing First practices to those PSH clients who voluntarily choose to utilize such services in the interest of housing retention, including but not limited to: o Providing an initial needs assessment and development of individualized client -based solution centered services plans for each consenting PSH client, including periodic evaluation and modification of the tenant housing plan; o Refer or facilitate appropriate support services necessary for housing retention and positive community integration may include, but not be limited to, assistance with: ■ Primary and behavioral health care; ■ Money management and paying rent on time; ■ Employment readiness and job search; ■ Communication skills; ■ Educational and/or training opportunities; ■ Obtaining mainstream benefits; ■ Addiction services; ■ Community living abilities; ■ Conflict resolution skills; ■ Assertiveness training; ■ Relapse prevention; ■ Socialization support; ■ Housekeeping and maintaining ahousehold; and ■ Nutrition and meal preparation; HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 47 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 The case manager will offer services once a week for the first three (3) months of tenancy and then assess client needs to determine level of continued support needed and provide that level of support. However, at a minimum, the case manager must make contact twice each month with the client, including at least one in -person meeting. Assist PSH clients in complying with the requirements of any voucher housing assistance or other assistance program necessary for tenants' housing retention. Maintain communications with necessary staff from such housing or other assistance programs to advocate for the PSH clients and inform the client of any rules or issues that may impact the client's voucher or housing. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 48 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "0-2" CASE MANAGEMENT STANDARDS NEW LEAF COMMUNITY SERVICES TX-601 Tarrant/Parker Counties Permanent Supportive Housing Case Management Standards The Corporation of Supportive Housing (CSH) describes permanent supportive housing as a program that combines affordable housing with services that help people who are disabled and have been homeless longer than one year live with stability, autonomy, and dignity. The role of permanent supportive housing case managers is to work with the client to ensure housing stability and access to needed resources as well as work on client -driven goals. Case management standards ensure consistency and uniformity of service implementation across the Continuum of Care. Standards also make sure program staff are given the same opportunities for receiving population -specific training, while also ensuring HUD requirements are being met. PSH Case Manager Hiring Qualifications Permanent Supportive Housing Case Managers are required to have a bachelor's degree; a Bachelor's in Social Work, Psychology, or related Health and Human Services is preferred. At least two years of case management experience or population -specific experience can substitute for this education requirement. PSH Case Manager Trainings Permanent Supportive Housing case managers are required to complete the trainings listed below within 90 days of hire. • CoC 101 • Boot Camp • De-escalation • Harm Reduction • Diversion • Coordinated Entry 101 • Housing Assessment Tool • SPDAT • Chronicity • CAS/Warehouse Best Practices • Case notes 101 • Critical Time Intervention 101 Permanent Supportive Housing case managers should also attend ten (10) hours of additional field -related trainings annually. These trainings can be provided by the Tarrant County Homeless Coalition (TCHC) or HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 49 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 other training entities. If the PSH case manager holds a state license, CEUs can be used to meet this requirement. In addition to the trainings listed above, TCHC will provide a series of case management workshops that are recommended for all case managers. The frequency and content of these workshops will be communicated through constant contact and available on our website. Attendance of case management series workshops can be credited towards the above mentioned 10 annual hours of recommended trainings. Agencies can require further agency -specific trainings that could benefit the case manager, client outcomes, or field development. Proof of training completion should be documented at the agency -level by program managers and available for review during local monitoring. If an agency or project has additional internal trainings that must also be completed within the first 90 days of hire and there is concern regarding completing the above trainings within the same timeframe, a written explanation and plan for completion should be submitted to the Director of Training and Special Initiatives. This plan should address why the case manager will be unable to complete the above trainings within 90 days of hire, as well as a plan and timeline describing when the trainings will be completed. PSH Case Manager Scope of Practice Permanent Supportive Housing case manager job duties may include but are not limited to: Client Intake Client intake should be completed within the first 14 business days of the client accepting the match in the Coordinated Assessment System (CAS) with the PSH program. * Intake should include but is not limited to: • SPDAT Assessment • HUD Program Update Assessment • Initial Care Plan • Identifying client housing preferences, such as location and unit type, and viewing unit availability In collaboration with the Tarrant County Homeless Coalition CTI Specialist, PSH case managers should implement Critical Time Intervention (CTI) techniques and create a crisis plan within the first 90 days of a client entering a unit with the PSH program. Face -to -Face Visits Permanent Supportive Housing case managers should complete regular face-to-face home visits at a minimum of once per month. More frequent home visits may be conducted based on client need. These home visits can include but are not limited to: • Client care planning • Evaluating cleanliness and upkeep of the unit • Determining whether the client is meeting housing and utilities payment needs • Identifying any client supportive services needs • Identifying any maintenance needs or requests HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 50 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 Care Planninz Permanent Supportive Housing care planning includes but is not limited to: • Goal setting o Short-term goals (up to 6 months) o Long-term goals (greater than 6 months) • Identifying client physical, mental, and/or relational needs • Evaluating client outcomes and progress • Assessments Care planning should be client -centered, time -oriented, and attainable. Case managers should be implementing Motivational Interviewing techniques throughout client care planning to evoke rapport, change behavior, and encourage client self-determination. Supportive Services Permanent Supportive Housing case managers should assist in supportive services with clients. This can include but is not limited to: • employment assistance, such as assisting the client in filling out an application and interview preparation training • education assistance, such as GED preparation, higher education attainment, and vocational education • transportation assistance, such as providing peer support numbers or bus routes and vouchers to transport clients • interpersonal skill building, including with other tenants and the landlord • budgeting assistance, such as providing budgeting education to the client Housing Assistance PSH Case managers should assist their clients in working towards meeting utility bill and rent payments. This could include increasing client benefits attainment, assisting the client in finding employment, providing budgeting education to the client, or seeking rental assistance from other CoC agencies. Referrals If PSH case managers are not able to provide resources for specific client needs, case managers can refer their clients to outside agencies to assist with meeting client needs. Referrals can include but are not limited to: • transportation services • medical or pharmaceutical needs • behavioral health care services • substance use care • support groups • obtaining vital documents HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 51 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 • legal services Assessments PSH case managers are required to administer both the HUD Assessment and SPDAT v4 Assessment at the required times. The HUD assessment should be completed upon client entry to the PSH program, annually, when program updates occur, and exit from the program. The SPDAT v4 assessment should be completed upon client entry to the program and every 6 months (180 days) after entry. Case managers have within the calendar month that the assessment is due to complete and enter results into the Efforts to Outcomes (ETO) system. PSH Case Manager Documentation PSH case managers should be documenting each interaction held with or about their clients. This includes but is not limited to face-to-face visit case notes, other client communication, client assessments, client referrals, and community service partner communication regarding the client. Documentation should be factual, objective, and concise in nature. Documentation should not include case manager opinions or subjective statements about the client, their housing, or their behavior. Documentation should be recorded into ETO within 72 hours of the interaction with the client or community service partner regarding the client. Documentation should adhere to federal, state, and local laws, as well as policies and procedures, governing client privacy and confidentiality, and should act in a manner consistent with the client's best interest in all aspects of communication and recordkeeping whether through traditional paper records and/or electronic records. PSH Case Manager Supervision and Case Conferencing PSH case managers are encouraged to partake in 1 on 1 supervision meetings with their program manager at least once a week. Supervision with the program manager provides opportunity for client consultations, professional and educational development, social support, performance evaluation, and conflict resolution. PSH case managers are encouraged to attend at least one monthly case conferencing session held by TCHC staff. The case conferencing process allows for case coordination and problem -solving to occur regularly with case management and other staff serving individuals and families experiencing homelessness. HOME -ARP DEVELOPER RENTAL CONTRACT — EXIBBITS Page 52 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "0-3" PERFORMANCE REPORTS NEW LEAF COMMUNITY SERVICES i I i I I � � I Returns to Homelessness Retums to homelessness 12 Last Name First Name Reason �isenrolled 6months after exit months akere:it I� 1 1 Attestation Contractor .. Name of Person submittvtg report ... ................. Date Range Covered by tha report ...................... ...... ... .......... I have reviewed this report and certify that it is a complete, accurate, and up-to-date reflection of the services rendered under the terms of our Agreement with the C4 Signature - Date: HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 53 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2021 ___------- -------- -------__............................... _:.......... .._....... ..__......__.......__............ _._......__.......__...... .__.......... ............. ._....... .. _ .._..__..--- ---------- - Insbucticna ...___........_......_._._...................-....-....._.__........._._.......__......... ... ....... _..... ._...__.........__........ ........... ..... --..._..... ....... _...... .___..... .................. _............. _............. .._......._......... _........ ___........ ._... ............... ._. ._..._.... ...... _...... .. 1) For Housed within 15 days measure ; in the notes list the ciients's names (first initial last name) and the number 1 ased up in ]5 names vs the total number leased up that quarters 2) Forincome measure5n the notes list then number of clients who ins sed ncome that quarter. ......_..............._......`__......._._...._........... ....................... _.. ......_. ..... .. .... ....... .. ...... . _...,, ... .... ....... ....... .._......_ ...... ..._._......_.........................._.._........ ....... '_..........._....._...._........_....€.......... ..._..........._.........._.._..._.._........... _..___._..__............. _........._............ -......_...._.......... _.... .... ..........___........__......... ................... .._...._....... r...._...._. 3) list the [Ilents who have exited at least one year ago and whether they returned to homelessness. ......._..._.....__..._....—....___._-....__................__..............._.............__.._.__.............. ....... .....-....... .......... I............... .. ....... .... .... .._........ ............ ._..........._... ......__........ .......... ...,,....... ....... .......... ......... ..,,.. Measure QI(Oct-Dec) At least 95% of clients will be housed within 15 days of receiving a voucher At least 5%of clients increase income per quarter Less than 15%of clients exiting will return to homelessness within a year of exit At least 20% of clients will see improved assessment score every six months mentimproved from the previous6 monihsys. the total number of clients. —� —� .............._........._................._........._......_............................................... ... ... ............._....., _........ _...... ..,.,,. .. ...... ......... .......... ...........,... QZ(J—March) JQ3(April-lone) Q4(July-Sept) (Notes HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 54 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "0-4" LANDLORD MEMORANDUM OF UNDERSTANDING NEW LEAF COMMUNITY SERVICES HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 55 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 SaIL htcc WIR .. Tarrant Crou't I t V10 11064C.35 1' �0, I ildi�M Landlord Memorandum of Understanding PURPOSE: The purpose of his; memorandum off understandIng is to explain the roles and responsibilities of Provertv Name and Service ProvWer- Such as. Safe Haven_ PresbyterianNight Shelter,. MHMR, Endeavors or any other partner ap_ency of Tarrant County Homeless Coalition in the provisian of referrals and/orserVces at Property Name, PARTNERSHIP WITH TARRANT COU NFN HOMELESS COALITION: Tarrant County Homeless Coalzbon also referenced.as TCHCwill P.-Ovide the follcvvLng services to Property Name willing to work with Service Provfders and their clients within our Qmitinuum. o Landlord/Tenant Mediation o Professional Development opportu rik"ities for onsite staff a PSH Propertf Managem-ent Certification o Lardord Help,".ne (682) 615-1903 o Advertisement of property through Padrnisslon o Access to Risk M"Ligation funds 0 a COMD'ete request pac'ket has been submitted and approved within the process guidelines and an executed Moi 75 on file. T.A-R-Me-N-1 COU111-Y, Ho==-53 C0A=Ta-0-N 3W,'BEACH ST./FOXT WCBTI,;'T=76103 HONE-1 T 51 7.5W-M35 1: Wr-W- AFmQ1LQ-W-7TH1j-Q-=.QRG New Lea Page 56 1.19.2023 HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 57 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 ROLES AND RESPONSIBILITIES: SERVICE PROVIDER is responsible for the following: • Provide the owner/property w-;th a referral package for each referred household, inc'Mcling the housing application, ident-flcation 0 documentation, inco.—..e and asset documentation • ProVde services to the referred residents per program efugibi-Rifty requirements. 0 Prov;de continuous and prompt I'nes ofcommunlicationto Landlord throughout clients' entire enrolment of Service Provider's program. e Provide the Landlord the name and contact information oftapplicable Service Primeider staff and ensure that such staff are aware of the provisions of this iv OU and their responsibilit'es hereunder. PROPERTY NAME is responsible for the follovAng- • Provide the service provider the name and contact Frifarmation of applicable property management staff and ensure that such staff are aware of the provisions of th"S MOU and the!, responsibRities hereunder. • Provide timely notification of vacancy through PadmissiGn Provide SERVICE PROVIDER with written copies of property rule, standard lease agreements, and any other addendums attached to the lease agreement • Promptly address and resolve any deficiencies in applications - Determine if an applicant is e',Igibe within S days of application submissiari- * Contact SERVICE PROVIDER. case manager or Landlord Re!pljne immediately if referred resident is having anychafl.iengees or is in Violation of signed lease agreement or any additional signed property rules/regulations- 5. lakCH T./FORT 11-0301-3, =1 761C.5 T HOME -ARP I New Leaf Community Nervices —tramp Bowie Apartments Page 58 Kev. 09.19.2023 HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 59 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 PERIOD OF MEMORANDUM OF UNDERSTANDING: The period of this memorandum of understanding begins upon the date of the signatures in the section below until a 30-day written notice from PROPERTY NAME m(ill no longer be partnering with SERVICE PROVIDER or ANY TARRANT COUNTY HOMELESS COAUTION AFFILIATES. Tarrant County Horn&ess CGaDffion may also exercise tie right to end a partnership with Propertf Name at any time with 3 wntten 30-day notice to property for any reason. Amendments to this written agreerrient may be made throughout the period of the MOU J mutually agreed upon. owner/Agent Sgnature Date TCH C Agent COUXIM: Hom=- ss CC_;ixx"-T0z1T 3DO 5- BEACH's"r.".FDAT W0'xTP-rt_-i -a a 103 T , G177,5[9,M03 1: WW'-M A�nVFrTTIKT�f-,IPF r�!Rr, Date HOME -ARP DEVELOPER RENTAL CONTRACT — EXH03ITS Page 60 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 61 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 EXHIBIT "P" GUARANTY NEW LEAF COMMUNITY SERVICES COMPLETION GUARANTY New Leaf Community Services This Completion Guaranty (this "Guaranty") is dated as of September 28, 2023, by New Leaf Community Services, a Texas nonprofit corporation ("Guarantor"), in favor of the City of Fort Worth, Texas ("City"), a Texas municipal corporation. Factual Backvround A. 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"), under Section 3205 of the American Rescue Plan Act of 2021 ("ARP") 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 to provide affordable housing for homeless and at -risk populations; B. 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.(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; C. WHEREAS, Guarantor proposes to use HOME -ARP funds for a project whereby Guarantor will construct, develop, own, and operate a new 48-unit Permanent Supportive Housing multifamily project in the City to be known as Camp Bowie Apartments (the "Project"); D. WHEREAS, City has agreed to lend, and Guarantor has agreed to accept, a loan of City HOME -ARP funds in the amount of $4,028,476.00 (the "Loan"), pursuant to the requirements of the HOME program in accordance with that certain HOME Contract, City Secretary Contract No. 59854, between Guarantor and City, for the purpose of assisting Guarantor in developing the Project ("HOME -ARP Contract"); E. WHEREAS, Guarantor has received a commitment of a loan in the amount of $1,200,000.00 from the Fort Worth Housing Finance Corporation and an additional $1,200,000.00 from private foundations for a portion of the development costs of the Project; F WHEREAS, Guarantor has requested that in lieu of providing the City with a 100% payment and performance bond (the "P&P Bond") for $6,121,327.00, the total construction cost of the project, that it instead provide a completion guaranty; and HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 62 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 G. WHEREAS, as a material inducement to City waiving the requirement for the P&P Bond, Guarantor has agreed to guaranty the completion of construction of the Required Improvements according to the terms hereof. Guarantv For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor agrees as follows: 1. Guaranty of Obligations. 1.1 Guarantor hereby guarantees the performance by General Contractor under the approved plans and specifications, the construction contract and the construction contract for the construction of the Required Improvements ("Construction Documents"). Without limiting the generality of the foregoing, Guarantor unconditionally guaranties to City the timely performance of the following obligations: (a) that the Required Improvements will be constructed in substantial accordance with the Construction Documents, (b) that the Required Improvements will be completed, lien free, and ready for occupancy, including delivery of any permits, certificates or governmental approvals required by law, on or before the second anniversary after commencement of construction (the "Completion Deadline", and (c) all costs of constructing Required Improvements shall be paid when due, including without limitation all cost overruns that are within the scope of the Construction Documents (collectively, the "Obligations"), provided that so long as Guarantor performs pursuant to Section 1.1, City shall continue to advance loan proceeds. 1.2 If the Required Improvements are not commenced and completed in the manner required by the Construction Documents and by the Completion Deadline, or if, prior to the Completion Deadline, construction of the Required Improvements should cease or be halted prior to completion other than for a reason permitted under the Construction Documents or for force majeure reasons, and such cessation or halt constitutes a Default or an Event of Default (as each such term is defined in the Construction Documents), Guarantor shall, promptly upon demand of City: (a) diligently proceed to complete construction of the Required Improvements at Guarantor's sole cost and expense, in accordance with the Construction Documents; (b) fully pay and discharge all claims for labor performed and material and specially fabricated materials furnished in connection with the construction of the Required Improvements; and (c) release and discharge all mechanic's liens, materialman's liens and equitable liens or related affidavits or notices that may arise in connection with the renovation of the Required Improvements provided that so long as Guarantor performs pursuant to Section 1.2, the City shall continue to advance loan proceeds. 1.3 If Guarantor fails to promptly perform any of the Obligations under this Guaranty, City may: (a) At City's option, and without any obligation to do so, proceed to perform on behalf of Guarantor any or all of Guarantor's obligations hereunder and Guarantor shall, upon demand and whether or not the Required Improvements are actually completed by City, pay to City all reasonable sums expended by City in performing Guarantor's obligations hereunder, less the loan proceeds to be advanced by City; and HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 63 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 (b) From time to time and without first requiring performance by Guarantor or General Contractor, City may bring any action at law or in equity or both, or commence any appropriate proceeding, to compel Guarantor to perform its obligations under this Guaranty, and in such event, City shall be entitled to collect from Guarantor compensation for all loss, cost, damage, injury and expense which it may incur as a direct consequence of Guarantor's failure to perform the Obligations, less the loan proceeds to be advanced by City, including interest at the rate of five percent (5%). 1.4 In addition to the foregoing, Guarantor hereby agrees to pay any and all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and costs) incurred by City in enforcing any rights or remedies under this Guaranty. From the time incurred until paid in full to City, all such sums shall bear interest at the rate of five percent (5%). 1.5 Completion of the Required Improvements free and clear of liens shall be deemed to have occurred upon: (a) (i) if applicable, City's receipt of a written statement or certificate executed by the architect designated or shown on the approved plans and specifications certifying, without qualification or exception, based solely on the architect's obligations for inspection under its contract with Guarantor, that the Required Improvements are completed, and (ii) City's receipt from Guarantor of all required occupancy permit(s) for all of the Required Improvements issued by the local government agency having jurisdiction and authority to issue same, and (iii) the expiration of the statutory period(s) within which valid mechanic's liens, materialman's liens and/or similar affidavits or notices may be recorded and/or served by reason of the construction of the Required Improvements, or, alternatively, unless lien waivers have been obtained, (b) City's receipt from Guarantor of valid, unconditional releases thereof from all persons entitled to record said liens or serve said affidavits or notices; or (c) City's receipt from Guarantor of such other evidence of lien free completion as City deems satisfactory in its reasonable discretion. 2. Guaranty to be Absolute. Guarantor expressly agrees that until (a) this Guaranty is released pursuant to the terms hereof, or (b) the Obligations are paid and performed in full and each and every term, covenant, and condition of this Guaranty is fully performed, Guarantor shall not be released by or because of 2.1 Any act or event which might otherwise discharge, reduce, limit, or modify Guarantor's obligations under this Guaranty, other than force majeure provisions under the Construction Documents; or 2.2 Any waiver, extension, modification, forbearance, delay or other act or omission of City, or its failure to proceed promptly or otherwise as against Guarantor or any security. Guarantor hereby acknowledges that absent this Section, Guarantor might have a defense to the enforcement of this Guaranty as a result of one or more of the foregoing acts, omissions, agreements, waivers, or matters. Subject to the exceptions stated above, Guarantor hereby expressly waives and surrenders any defense to any liability under this Guaranty based upon any of such acts, omissions, agreements, waivers or matters. It is the purpose and express intent of Guarantor that Guarantor's obligations under this Guaranty are and shall be absolute, unconditional, and irrevocable. 3. Guarantor's Waivers. Except as may be prohibited by applicable law, Guarantor waives: HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 64 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 3.1. Any defense based on any release, discharge, modification, impairment or limitation arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor -creditor relationships, including any proceeding under the Bankruptcy Reform Act of 1978, as amended or recodified (the "Bankruptcy Code"), or under any other present or future state or federal law regarding bankruptcy, reorganization or other relief to debtors (collectively, the "Debtor Relief Law") (any such proceeding referred to as an "Insolvency Proceeding"); 3.2. Any defense based upon any legal disability or other defense of Guarantor or General Contractor, any other guarantor or other person, or by reason of the cessation or limitation of the liability of Owner or General Contractor from any cause other than full completion of the Construction Documents; 3.3. Any and all rights and defenses arising out of an election of remedies by City, even though that election of remedies may destroy Guarantor's rights of subrogation and reimbursement against the principal. 3.4. Any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; 3.5. Presentment, demand, protest and notice of any kind; 3.6. Any right to require City to institute suit or exhaust remedies against Guarantor or General Contractor or others liable for any of the Obligations; 3.7. Without limiting the generality of the foregoing or any other provision hereof, Guarantor further expressly waives to the extent permitted by law any and all rights and defenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Guarantor provided such waiver is solely for the benefit of City and no other party may rely on same; and 3.8. No provision or waiver in this Guaranty shall be construed as limiting the generality of any other provision or waiver contained in this Guaranty. 4. Revival and Reinstatement. If all or any portion of the Obligations are paid, the obligations of Guarantor hereunder shall continue and shall remain in full force and effect in the event that all or any part of such payment is avoided or recovered directly or indirectly as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or under any other Debtor Relief Law or other similar laws, regardless of (a) any notice of revocation given by Guarantor prior to such avoidance or recovery, or (b) full performance of all of Obligations. If City is required to pay, return, or restore to any person any amounts previously paid on any of the Obligations because of any Insolvency Proceeding, the obligations of Guarantor shall be reinstated and revived and the rights of City shall continue with regard to such amounts, all as though they had never been paid. 5. Representations, Warranties, and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that: HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 65 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 5.1 This Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor. 5.2 Guarantor will derive a material and substantial benefit, directly or indirectly, from the making of this Guaranty by Guarantor. 5.3 Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default, or at risk of acceleration of indebtedness, under any agreement or restriction by which Guarantor is bound or affected. 5.4 After giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature. In addition, Guarantor has not and will not, without the prior written consent of City, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets or any interest therein, other than in the ordinary course of Guarantor's business. 5.5 Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Obligations in full without assistance or support from the General Contractor or any other entity or person. 5.6 Guarantor has reviewed all of the terms and provisions of the Construction Documents and plans and specifications addressed in Section 1.1, and all other documents evidencing the Obligations. 5.7 Guarantor has established adequate means of obtaining from sources in addition to City, on a continuing basis, financial and other information pertaining to General Contractor's financial condition, the progress of renovation of the Required Improvements, and the status of General Contractor's performance of obligations under the Construction Documents, and City has made no representation to Guarantor as to any such matters. 5.8 GUARANTOR WILL INDEMNIFY CITY FROM ANY LOSS, COST OR EXPENSE AS A RESULT OF ANY REPRESENTATION OR WARRANTY OF THE GUARANTOR BEING FALSE, INCORRECT, INCOMPLETE OR MISLEADING IN ANY MATERIAL RESPECT. 6 Events of Default. City may declare Guarantor to be in default under this Guaranty upon the occurrence of any of the following events (each an "Event of Default"): 6.1 Guarantor fails to perform any of the Obligations under this Guaranty subject to prior written notice and 30 days to remedy such default; or 6.2 Any representation or warranty made or given by Guarantor to the City proves to be false or misleading in any material respect or ceases to be true in any material respect; provided Guarantor shall have 20 days to remedy such default after notice from City; or 6.3 Guarantor becomes insolvent or the subject of any Insolvency Proceeding that is not dismissed within 90 days. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 66 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 7. Authorization; No Violation. Guarantor is authorized to execute, deliver and perform under this Guaranty, which is a valid and binding obligation of Guarantor. No provision or obligation of Guarantor contained in this Guaranty violates any applicable law, regulation or ordinance, or any order or ruling of any court or governmental agency. No such provision or obligation conflicts with, or constitutes a breach or default under, any agreement to which Guarantor is a parry. No consent, approval or authorization of or notice to any person or entity is required in connection with Guarantor's execution of and obligations under this Guaranty. 8. Additional and Independent Obligations. Guarantor's obligations under this Guaranty are in addition to its obligations under any other existing or future guaranties, each of which shall remain in full force and effect until it is expressly modified or released. 9. No Waiver; Consents; Cumulative Remedies. Any claimed waiver of City shall be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from City's delay in exercising or failure to exercise any right or remedy against Guarantor or any security. Consent by the City to any act or omission by Guarantor shall not be construed as consent to any other or subsequent act or omission, or as a waiver of the requirement for the City's consent to be obtained in any future or other instance. All remedies of City against Guarantor are cumulative. 10. Release. Upon full and final performance of the Obligations, Guarantor is released from this Guaranty. 11. Successors and Assigns. The terms of this Guaranty shall bind and benefit the successors, and assigns of Guarantor; provided, however, that Guarantor may not assign this Guaranty, or assign or delegate any of its rights or obligations under this Guaranty, without the prior written consent of City in each instance. 12. Notices. All notices given under this Guaranty shall be in writing and be given by personal delivery, overnight receipted courier (such as FedEx), or by certified United States mail, postage prepaid, sent to the parry at its address appearing below its signature. Notices shall be effective upon the first to occur of (a) receipt, (b) when proper delivery is refused, or (c) the expiration of five (5) business days after deposit in certified United States mail as described above. Addresses for notice may be changed by any party by notice to any other party in accordance with this Section. 13. Governing Law, Jurisdiction; Venue. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of Texas, without reference to principles of conflicts of laws. Guarantor (a) consents to the jurisdiction of any Federal or State Court within Tarrant County, Texas, (b) submits to venue in any Federal or State Court within Tarrant County, Texas, and (c) consents to service of process by any means authorized by Texas law. Without limiting the generality of the foregoing, Guarantor hereby waives and agrees not to assert by way of motion, defense, or otherwise in such suit, action, or proceeding, any claim that (i) Guarantor is not subject to the jurisdiction of the state courts of the above -referenced state or the United States District Courts in Tarrant County, Texas; (ii) that such suit, action, or proceeding is brought in an inconvenient forum; or (iii) that the venue of such suit, action, or proceeding is improper. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 67 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 14. Enforceability. Guarantor acknowledges that Guarantor has had adequate opportunity to carefully read this Guaranty and to seek and receive legal advice from skilled legal counsel of Guarantor's choice in the area of financial transactions of the type contemplated herein prior to signing it. Guarantor hereby acknowledges that: (a) the obligations undertaken by Guarantor in this Guaranty are complex in nature, and (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter. City has specifically bargained for the waiver and relinquishment by Guarantor of all such defenses. Given all of the above, Guarantor does hereby represent and confirm to the City that Guarantor,is fully informed regarding, and that Guarantor does thoroughly understand: (i) the nature of such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Guarantor, and (iv) the legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guaranty with the intent that this Guaranty and all of the informed waivers herein shall each and all be fully enforceable by City, and that City is induced to enter into this transaction in material reliance upon the presumed full enforceability thereof. 15. Miscellaneous. This Guaranty may be executed in counterparts, and all counterparts shall constitute but one and the same document. The illegality or unenforceability of one or more provisions of this Guaranty shall not affect any other provision. Time is of the essence in the performance of this Guaranty by Guarantor. 16. Integration; Modifications. This Guaranty (a) integrates all the terms and conditions mentioned in or incidental to this Guaranty, (b) supersedes all oral negotiations and prior writings with respect to its subject matter, and (c) is intended by Guarantor and City as the final expression of the agreement with respect to the terms and conditions set forth in this Guaranty and as the complete and exclusive statement of the terms agreed to by Guarantor and City. No representation, understanding, promise or condition shall be enforceable against any party hereto unless it is contained in this Guaranty. This Guaranty may not be modified except in a writing signed by both City and Guarantor. No course of prior dealing, usage of trade, parol or extrinsic evidence of any nature shall be used to supplement, modify or vary any of the terms hereof. HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 68 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 IN WITNESS WHEREOF, the parties hereto have executed this Guaranty as of the date first above written. GUARANTOR NEW LEAF COMMUNITY SERVICES R. Steve Christian, Chair Mailing Address: P.O. Box 100103 Fort Worth, Texas 76185 CITY CITY OF FORT WORTH Fernando Costa, Assistant City Manager Address: 200 Texas Street Fort Worth, Texas 76102 HOME -ARP DEVELOPER RENTAL CONTRACT — EXHIBITS Page 69 New Leaf Community Services — Camp Bowie Apartments Rev. 09.19.2023 10/17/23, 11:00 AM M&C Review Official s!te of the City of Fort Worth, Texas CITY COUNCIL AGENDA FORTWORTH Create New From This M&C REFERENCE **M&C 22- 19ARPAAWARDING DATE: 6/14/2022 NO.: 0456 LOG NAME: PERMANENT SUPPORTIVE HOUSING PROJECTS PUBLIC CODE: G TYPE: CONSENT HEARING: NO SUBJECT: (CD 3 and CD 8) Authorize Forgivable Loans in the Aggregate Amount of $11,641,276.00 from Federal and City Sources to Three Developers for the Development of 128 Permanent Supportive Housing Units, Authorize Execution of Related Contract and Loan Documents, Waive or Defer Certain City Fees Related to the Development of Two of the Projects, and Find a Public Purpose and that Adequate Controls are in Place RECOMMENDATION: It is recommended that the City Council: 1. Award $4,028,476.00 of HOME Investment Partnerships American Rescue Plan Program funds in the form of a forgivable loan to New Leaf Community Services or an affiliate for the development of 48 units of permanent supportive housing; 2. Award (i) $4,928,000.00 of HOME Investment Partnerships American Rescue Plan Program funds, (ii) $421,999.00 of American Rescue Plan Act, Subtitle M (State and Local Fiscal Recovery Funds) funds, and (iii) $1,262,801.00 of Directions Home capital funds to Presbyterian Night Shelter of Tarrant County or an affiliate in the form of forgivable loans for the development of 72 units of permanent supportive housing; 3. Award $1,000,000.00 of American Rescue Plan Act, Subtitle M (State and Local Fiscal Recovery Funds) funds to OPG Clifton Riverside Partners, LLC or an affiliate in the form of a forgivable loan for the development of 8 units of permanent supportive housing; 4. Authorize execution of related contract and loan documents with New Leaf Community Services, Presbyterian Night Shelter of Tarrant County and OPG Clifton Riverside Partners, LLC, or any affiliates of the same; 5. Waive or defer certain City fees related to the New Leaf Community Services and Presbyterian Night Shelter developments in the approximate amount of $400,000.00; 6. Authorize the City Manager, or his designee, to amend contracts and loan documents as necessary for completion of the projects provided any amendments are within the scope of the projects and comply with City policies and all applicable laws and regulations governing the use of federal grant funds; and 7. Find that the expenditures and waiver or deferral of City fees serves the public purpose of providing decent, safe, and affordable housing to extremely low-income residents in the City and that adequate controls are in place through the loan documents to ensure the public purpose is carried out. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to award three projects forgivable loans funded from three funding streams: American Rescue Plan Act ("ARPA") State and Local Fiscal Recovery Funds (SLFRF), HOME Investment Partnerships American Rescue Plan Program (HOME - ARP) and Directions Home capital funds to provide a total of 128 permanent supportive housing (PSH) units. Backaround The City of Fort Worth is part of the local Continuum of Care (CoC), and one of the priorities of the CoC is to address the current level of chronic homelessness. Tarrant County Homeless Coalition (TCHC) evaluated the homelessness situation in the CoC area, which encompasses Tarrant and apps.cfwnet.org/council_packet/mc_review.asp?ID=30008&councildate=6/14/2022 1 /6 10/17/23, 11:00 AM M&C Review Parker counties, and identified strategies, resources, and the estimated number of new physical units of PSH needed. In addition to other strategies, TCHC determined one of the greatest needs is for physical units designated for the chronically homeless. On December 14, 2021, to help address this need in the City of Fort Worth, Mayor and Council approved a substantial amendment to the City's 2021-2022 Annual Action Plan for the use of $10,537,030.00 in HOME -ARP Federal Grant funds to be awarded by the United States Department of Housing and Urban Development for the purpose of funding the development of PSH (M&C No. 21- 0968) through a competitive Notice of Funding Availability process ("NOFA"). The Fort Worth Housing Finance Corporation (FWHFC), which had previously set aside $5,000,000.00 for the development of PSH in the city, allocated $2,550,000.00 of the set -aside funds to be included with the HOME -ARP funds in the NOFA (Resolution No. FWHFC 2019 07). FWHFC PSH funds require a dollar for dollar match from private foundations. These funds were combined with a goal to develop 125 PSH units in the City. On March 8, 2022, the Neighborhood Services Department (NSD) released the NOFA. However, it was noted that the 125 PSH units was not sufficient to meet the City's need for PSH units. On April 12, 2022, the City Council allocated an additional $5,000,000.00 of general ARPA funds for the development of PSH units (M&C 22-0270). This amount was included in the NOFA to be awarded for PSH development, and the unit goal increased to 165. Scoring - NSD staff and a philanthropic representative scored the six applications that were submitted. Based on scores, responsiveness to Minority/Women Business Enterprise (M/WBE) requirements, and project feasibility, three projects are being recommended by staff for funding. One project was non -responsive due to failure to meet the M/WBE requirement, and two were found to be lacking in one or more key areas of evaluation. Area of Evaluation Available Points Project Description 30 Agency Experience 15 Project Delivery/Occupancy 25 Financial Capacity/Leveraging 30 Total Score 100 Agency Name Project Name # of PSH M/WBE Status Applicant Score Units The Phan Foundation Doors of Opportunity 32 RESPONSIVE 60 New Leaf Community 8843 Camp Bowie 48 RESPONSIVE 89 Services West Presbyterian Night Journey Home 72 RESPONSIVE 88 Shelter Housing OPG Clifton Riverside Clifton Riverside 8 RESPONSIVE 83 Partners, LLC Atlantic Housing Quail Ridge 0 NON -RESPONSIVE 54 Foundation Inc. Apartments Tarrant County Permanent 60 RESPONSIVE 82 Samaritan Housing Supportive Housing for Chronically Homeless Individuals apps.cfwnet.org/council_packet/mc_review.asp?ID=30008&councildate=6/14/2022 216 10/17/23, 11:00 AM M&C Review Accordingly, staff is recommending awarding 3 developments, which will create a total of 128 PSH units, forgivable loans as listed below. A second NOFA will be issued to develop at least 37 PSH units with the funds that were not allocated through the first NOFA. The total number of PSH units from both NOFAs will be at least 165. Recommended Awards The following three projects are recommended for funding: New Leaf Community Services New Leaf Community Services will create 48 new units of PSH at 8843 Camp Bowie West (CD 3). Partners in the project include 1-21- Development Advisors LLC. In addition to the HOME- ARP funding recommended through this M&C, staff will be recommending that an allocation of funds also be made from the FWHFC, as listed below. HOME -ARP (This M&C) $4,028,476.00 Requesting from Fort Worth Housing Finance Corporation $1,200,000.00 Foundation Matching Funds $1,200,000.00 Total NOFA Funding Allocations $6,428,476.00 Staff recommends execution of all necessary documents with New Leaf Community Services or an affiliate for a forgivable loan in the amount of $4,028,476.00 on the following terms and conditions: Loan Terms: 1. Loan term to commence on execution of loan documents and terminate at the end of the 20- year Affordability Period defined in the contract. Loan will be forgiven at the end of the Affordability Period provided that borrower has complied with all of the terms of the contract and the loan documents; 2. Performance of the HOME -ARP requirements and payment of the HOME -ARP loan, if required, will be secured by a deed of trust and HOME -ARP Deed Restriction on the real property through the Affordability Period; 3. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents; 4. HOME -ARP loan to be subordinate to any financing provided by Fort Worth Housing Finance Corporation. HOME -ARP loan may also be subordinated to other financing if such financing meets appropriate underwriting criteria, City policies and applicable HOME -ARP requirements; and 5. Designate HOME -ARP assisted units according to the HOME -ARP regulations with a 20-year Affordability Period. The expenditure of HOME -ARP funds is conditioned upon the following_ 1. Satisfactory underwriting in accordance with federal guidance for use of funds and City policies for funding of PSH units; 2. All financing including any grants to be acceptable to City to show long term viability of the project; 3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; 4. Receipt of authorization to use grant funds from HUD; and 5. Closing on all other financing for the project Presbyterian Night Shelter Presbyterian Night Shelter of Tarrant County will create 72 new units of PSH at 7600 Crowley Road (CD 8). Partners in the project include 1-21- Development Advisors LLC and Construction Advisory Specialists. In addition to the funding recommended through this M&C, staff will be recommending that an allocation of funds also be made from the FWHFC, as listed below. HOME -ARP (This M&C) $4,928,000.00 ARPA SLFRF (This M&C) $421,999.00 apps.cfwnet.org/council_packet/mc_review.asp?ID=30008&councildate=6/14/2022 3/6 10/17/23, 11:00 AM M&C Review Directions Home Capital Funds (This M&C) $1,262,801.00 Requesting from Fort Worth Housing Finance Corporation $1,350,000.00 Foundation Matching Funds $1,350,000.00 Total NOFA Funding Allocations $9,312,800.00 Staff recommends execution of all necessary documents with Presbyterian Night Shelter of Tarrant County or an affiliate for a forgivable loan in the amount of $6,612,800.00 on the following terms and conditions: Loan Terms: 1. Loan term to commence on execution of loan documents and terminate at the end of the 20- year Affordability Period defined in the contract. Loan will be forgiven at the end of the Affordability Period provided that borrower has complied with all of the terms of the contract and the loan documents; 2. Performance of the HOME -ARP, ARPA SLFRF and Directions Home requirements and payment of the HOME -ARP, general ARPA and Directions Home loans, if required, will be secured by a deed of trust and HOME -ARP, ARPA SLFRF and Directions Home Deed Restrictions on the real property through the Affordability Period; 3. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents; 4. HOME -ARP, ARPA SLFRF and Directions Home loans to be subordinate to any financing provided by Fort Worth Housing Finance Corporation. HOME -ARP, ARPA SLFRF and Directions Home loans may also be subordinated to other financing if such financing meets appropriate underwriting criteria, City policies and applicable HOME -ARP, ARPA SLFRF and Directions Home requirements; and 5. Designate HOME -ARP assisted units according to the HOME -ARP regulations with a 20-year Affordability Period. The expenditure of Directions Home, general ARPA and HOME -ARP funds is conditioned upon the following_ 1. Satisfactory underwriting in accordance with federal guidance for use of funds and City policies for funding of PSH units; 2. All financing including any grants to be acceptable to City to show long term viability of the project; 3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; 4. Receipt of authorization to use grant funds from HUD; and 5. Closing on all other financing for the project There is a business equity goal of 25\% for this project because part of the funding is City general funds. OPG Clifton Riverside Partners OPG Clifton Riverside Partners, LLC will create 8 units new units of PSH within a larger project at 2406 E. Belknap (CD 8). Partners in the project are Overland Property Group and Across, LLC. ARPA SLFRF (This M&C) $1,000,000.00 Staff recommends execution of all necessary documents with OPG Clifton Riverside Partners, LLC or an affiliate for a forgivable loan in the amount of $1,000,000.00 on the following terms and conditions: Loan Terms: 1. Loan term to commence on execution of loan documents and terminate at the end of the 20- year Affordability Period defined in the contract. Loan will be forgiven at the end of the Affordability Period provided that borrower has complied with all of the all the terms of the contract and the loan documents; 2. Performance of the ARPA and any City requirements and payment of the ARPA loan, if required, will be secured by a deed of trust and deed restrictions on the real property through the Affordability Period; apps.cfwnet.org/council_packet/mc_review.asp?ID=30008&councildate=6/14/2022 4/6 10/17/23, 11:00 AM M&C Review 3.,Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents; and 4. ARPA loan to be subordinate to any financing provided by Fort Worth Housing Finance Corporation and any permanent financing. ARPA loan may also be subordinated to other financing if such financing meets appropriate underwriting criteria, City policies and applicable ARPA requirements. The expenditure of ARPA funds is conditioned upon the following: 1. Satisfactory underwriting in accordance with federal guidance for use of ARPA funds and City policies for funding of PSH units; 2. All financing including any grants to be acceptable to City to show long term viability of the project; 3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; and 4. Closing on all other financing for the project. By approval of this M&C, the City Council finds that the following actions are necessary to achieve the vital public purpose of providing decent, safe, and affordable housing to extremely -low-income residents: (i) providing forgivable loans to the three developments listed above for the development of PSH units in the City, and (ii) the waiver or deferral of certain related City fees for the New Leaf Community Services and Presbyterian Night Shelter developments, including all fees charged by the Development Services Department (waived), park dedication fees (conditionally deferred), and transportation impact fees, for which a variance was granted by Development Services Department, in the collective approximate amount of $400,000.00; however the actual amount could vary. New Leaf Community Presbyterian Night Services PSH Project Shelter PSH Project Park Fees (Deferred) $58,824.00 $71,543.00 Transportation Impact Fees $50,832.00 $76,248.00 (Waived) Estimate of Other Development $54,064.00 $73,929.00' Services Department fees (Waived) Total Fees Waived or Deferred $163,720.00 $221,720.00 Staff has reviewed and verified, and Council by approval of this M&C finds, that the waiver or deferral of the fees is necessary for the financial feasibility of the two identified developments. The City Council further finds that adequate controls are in place through the loan documents to ensure the public purpose is carried out. Park fees will be payable in the event the property is transferred to a for -profit entity and will no longer be operated solely as a PSH housing development. The conditional imposition of the Park fees will be secured by liens on the properties. Because of the high priority the City Council has placed on the development as PSH and the fact that the New Leaf Community Services and Presbyterian Night Shelter of Tarrant County developments will be operated on a not -for -profit basis, Development Services and Park & Recreation departments support the deferring or waiving of fees so these projects may be developed. NSD thanks and recognizes the Development Services and Park & Recreation departments for their commitment to PSH. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations, funds are available in the current operating and capital budgets, as appropriated, of the Grants Operating Federal Fund HOME -ARP and American Rescue Plan Act projects and the General Capital Projects Fund Development of PSH project. Prior to an expenditure being incurred, the Neighborhood Services Department has the responsibility of verifying the availability of funds and to ensure that only expenditures allowed under the ARPA SLFRF, HOME -ARP and Directions Home programs are charged to these funding sources. apps.cfwnet.org/council_packet/mc_review.asp?ID=30008&councildate=6/14/2022 5/6 i w i irzs, 11:UU AM M&C Review TO Fund I Department Account Project Program Activity Budget Reference # Amount ID I I ID I I I Year I (Chartfield 2) I FROM Fund Department Account Project Program Activity Budget Reference # ID ID Year I (Chartfield 2) Submitted for City Manager's Office by_ Fernando Costa (6122) Originating Department Head: Victor Turner (8187) Additional Information Contact: Tara Perez (2235) ATTACHMENTS New Leaf Form 1295.pdf (CFW Internal) OPG Clifton Riverside Form 1295.pdf (CFW Internal) Perm Supp Housing Funding availability.docx (CFW Internal) Presbvterian Niqht Shelter Form 1295.pdf (CFW Internal) PSH FID table.xlsx (CFW Internal) Amount apps.cfwnet.org/council_packet/me review.asp?ID=30008&councildate=6/1412022 6/6