HomeMy WebLinkAboutContract 42290CITY SECRETARY q O
CONTRACT NO. ~ s;t d-
STATE OF TEXAS §
§
COUNTY OF TARRANT §
This contract ("Contract") is made and entered into by and between the City of
Fort Worth (hereafter "City") and Tarrant County Housing Partnership, Inc. (hereafter
"Developer''), a Texas nonprofit corporation. City and Developer may be referred to
individually as a "Party" and jointly as "the Parties".
The Parties state as follows :
WHEREAS , City has received funds from the United States Department of
Housing and Urban Development ("HUD") for a Neighborhood Stabilization Program
("NSP"), Title III of Division B of the Housing and Economic Recovery Act of 2008 (the
"Act" or "HERA");
WHEREAS, one of the primary purposes of Title III of HERA is to aid in the
redevelopment of abandoned and foreclosed homes and residential properties ;
WHEREAS , on October 6, 2008 , the City was notified by HUD that it would be
. awarded NSP funds , and on November 11 , 2009 , the City Council approved the City's
plan for use of $6,307 ,433.00 ofNSP funds , of which no less than 25% or $1,584 ,953.00
was to be set aside to benefit low income households earning at or below 50 % of AMI
( defined below);
WHEREAS , City wishes to award Developer $1 ,699 ,755.00 of the City's NSP
funds to finance the acquisition, rehabilitation and redevelopment of a foreclosed
multifamily rental property know as the Beaty Street Apartments currently consisting of
71 multifamily units located in the 5500 block of Beaty Street in Fort Worth , TX into 66
units of quality, affordable, and accessible housing available to individuals earning at or
below 50% of AMI (the "Required Improvements" or project), as further described in
Exhibit "A"-Project Summary; and
WHEREAS , City citizens and the City Council have determined that the
development of quality, accessible , and affordable housing is needed for moderate, low ,
and very low-income citizens of Fort Worth;
NOW , THEREFORE, in consideration of the mutual covenants and obligations
and responsibilities contained herein , including all Exhibits and Attachments , and subject
to the terms and conditions hereinafter stated, the Parties understand and agree as
follows:
1. INCORPORATION OF RECITALS.
City and Developer hereby agree that the recitals set forth above are true and
correct and form the basis upon which the Parties have entered into this Am:€:emren1r----1
OfflCiAL RECORD
CITY SECRETARY
FT, WORTH, TX
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:
Affordability Period means the period of time that housing that is purchased, renovated
or reconstructed with NSP Funds must remain affordable and subject to recapture. The
Affordability Period for this project is 15 years. The Affordability Period begins on the
date that the project status is changed to "complete" in HUD's Disaster Recovery Grant
System ("DRGR") maintained by the City and HUD as required by the NSP notices, and
applicable regulations and guidance from HUD.
Area Median Income (AMI) means the median family income for the Fort Worth-
Arlington metropolitan statistical area as established annually by HUD.
Complete Documentation means a report or reports in a form reasonably acceptable to
City that contains a summary of all NSP eligible costs expended for the Required
Improvements with the following supporting documentation as appropriate: (i) copies of
invoices for all completed work and other documents such as cancelled checks or wire
transfers necessary to demonstrate that such amounts were actually paid, including
without limitation; (ii) final lien releases signed by the general contractors or appropriate
subcontractors; (iii) copies of all City permits issued for such work and City-issued
"pass" inspections for such work; (iv) documentation to show compliance with M/WBE
bidding process for such work, as applicable; (v) Exhibits A -J; (vi) sufficient proof to
show tenant income eligibility; and (vii) any other document or records reasonably
necessary to verify costs spent for such project.
Completion shall mean the substantial completion of the Required Improvements, as
evidenced by a HUD Compliance Inspection Report with final inspection approval from
the City.
Completion Deadline means May 31, 2013.
Effective Date means the date of this Contract is fully executed by the Parties and the
City Secretary as shown by their respective signatures.
Eligible Tenant means a tenant whose annual income adjusted for family size does not
exceed 50% of AMI established by HUD. Tenant income must be verified using the
most current HUD Income Guidelines and Technical Guidance for Determining Income
and Allowances subject to Section 7.2 of this Contract. The definition of annual income
to determine tenant income eligibility under this Contract shall be the definition
contained in 24 CFR Part 5.609 as amended from time to time.
Loan Documents means security instruments including without limitation, notes, deeds
of trust, security agreements, guaranties, pledges or other similar security instruments
evidencing, securing or guaranteeing City's interest in the Required Improvements
constructed under this Contract and further evidencing, securing, or guaranteeing
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Developer's performance during the Affordability Period, as the same may from time to
time be extended, amended, restated, supplemented or otherwise modified.
NSP Funds means City's NSP funds supplied by City to Developer under the terms of
this Contract.
NSP Requirements means all statutes and regulations governing the NSP Program
including Title III of Division B of the Housing and Economic Recovery Act of 2008
("HERA") and any related regulations; the American Recovery and Reinvestment Act of
2009 including but not limited to regulations published in the October 6 , 2008 Federal
Register; the NSP Federal Register Notice, 73 FR 5830; the requirements applicable to
entitlement communities under the Community Development Block Grant ("CDBG")
Regulations, 24 CFR Part 570; applicable provisions of the HOME Investment
Partnerships Program ("HOME") and the HOME Regulations at 24 CFR Part 92; and the
terms of the City's Grant Agreement with HUD for its award ofNSP funds, City
Secretary Contract No. 38388.
Property means the land on which the Required Improvements shall be constructed as
more particularly described in and encumbered by the deed of trust.
Required Improvements or the project means all the improvements to the Property for
an affordable 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 Beaty Street Apartments.
Source Documentation means any documentation allowed under the 24 CFR Part 5.609
definition of annual income.
3. TERM AND EXTENSION.
3.1 Term.
The term of this Contract begins on the Effective Date and terminates in 2 years
unless terminated as provided in this Contract.
3 .2 Extension.
This Contract may be extended for 1 year upon Developer submitting a request
for an extension in writing at least 60 days prior to the end of the Contract term. The
request for extension shall include Developer's anticipated budget and goals and
objectives for the extended term. It is specifically understood that it is within City's sole
discretion whether to approve or deny Developer's request for an additional term. Any
such extension must be in writing as an amendment to this Contract.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4 .1 Loan of NSP Funds.
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City shall loan up to One Million Six Hundred Ninety-Nine Thousand Seven
Hundred Fifty-Five and No/100 Dollars ($1,699,755.00) of NSP Funds in the form of a
subordinate loan to complete the acquisition, rehabilitation and reconstruction of the
Required Improvements , under the terms and conditions described herein (the "Loan").
4.2 City Will Monitor.
City will monitor the activities and performance of Developer and its contractors
as often as is deemed necessary by City in its sole discretion.
5. DEVELOPER OBLIGATIONS.
5.1 Required Improvements.
In accordance with the terms and conditions of this Contract, Developer shall
construct the Required Improvements as described in Exhibit "A" -Project Summary.
5 .1.1 Inspections.
The project must pass inspection and be approved during the construction period
as shown on a HUD Compliance Inspection Report completed by the City's Housing and
Economic Development Department inspectors .
5.2. Construction Schedule.
Developer will construct the Required Improvements in accordance with the
schedule set forth in the attached Exhibit "C" -Construction Schedule. Developer
shall not begin construction until City sends a Notice to Proceed. Developer's failure to
meet the construction schedule shall be an event of default. The City may at its sole
discretion approve any changes to the Construction Schedule after Developer has
submitted a written request for the change and a proposed modified Construction
Schedule. If approved, then the Parties shall execute an amendment to the Contract.
5.3 Use of NSP Funds.
5.3.1 Expenditures in Compliance with NSP Requirements and Contract.
Developer shall be reimbursed for the project costs with NSP Funds only if:
5.3 .1.1 Costs are eligible expenditures in accordance with NSP
Requirements as determined by the City in its sole discretion.
5.3.1.2 Costs are in compliance with this Contract as determined by the
City in its sole discretion and are reasonable and consistent with
industry norms.
5.3.1.3 Complete Documentation as determined by the City in its sole
discretion is submitted by Developer.
5.3.2 Budget.
Developer agrees that the NSP Funds will be reimbursed in accordance with
Exhibit "B" -Budget. Developer may not increase or decrease line-item amounts in the
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Budget without the prior written approval of the director of the Housing and Economic
Development Department of the City of Fort Worth.
5.3.3. Security for City's Interest.
To secure City's interest in the Required Improvements in the event that
Developer is unable for any reason to fully complete its obligations under this Contract,
Developer shall execute the Promissory Note and any other Loan Documents and record
the Deed of Trust encumbering the real property on which the Required Improvements
will be constructed. No funds will be paid or reimbursed until the Deed of Trust is
recorded.
5.3.4 Loan Terms and Conditions.
Developer will be required to:
5.3.4.1 Execute a subordinate Promissory Note and Deed of Trust Security
Agreement -Financing Statement and other Loan Documents
secured by Developer's interest in the Property and Required
Improvements in the amount of the Loan.
5.3.4 .2 Provide City with a Mortgagee's Policy of title insurance in the
amount of the Loan.
5.3.4 .3 Pay all costs associated with closing the Loan.
5.3.4.4 At least 1 business day before closing, Developer will provide to
City the estimated settlement statement.
5.3.4.5 Ensure City's lien is only subordinate to the senior indebtedness
described in a subordination agreement between City and the
construction lender and/or the permanent finance lender. City
must approve in writing any secured financing that is to be
subordinate to City' Loan.
5.3.4 .6 The term of the Loan shall commence on the date of the
Promissory Note and shall terminate with the end of the
Affordability Period.
5.3.4.7 Payment will be deferred throughout the Loan term. The Loan is
forgivable at the end of the Affordability Period, provided that all
Affordability Requirements and NSP Requirements have been met
and Developer is not otherwise in default of the Loan terms or of
this Contract.
5.3.4.8 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the NSP Requirements and will
not result in the release of the Deed of Trust which must remain in
place until the end of the Affordability Period to secure
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Developer's performance hereunder.
5.3.4.9 City agrees that its Loan shall be subordinate to Developer's
construction and/or permanent lenders and City agrees to execute
subordination agreements as requested by the construction and/or
permanent lender. City also agree to execute partial releases as
may be necessary as determined by City in its sole discretion to
allow Developer to complete its obligations under this Contract
provided that Developer is not otherwise in default of the
provisions of this Contract including but not limited to those
provisions relating to tenant income eligibility under the NSP
Program requirements , and so long as the partial release is in the
City's best interest. The Deed of Trust will continue to secure
Developer's performance of its obligations hereunder throughout
the Affordability Period regardless of any repayment of the Loan.
5.3.4.10 Except for permanent loan conversion with Developer's
permanent lender, refinancing by Developer shall require the
review and prior written approval of City, which approval shall not
be unreasonably withheld.
5.3.4.11 Any failure by Developer to comply with this Section 5.3.4
will be an Event of Default under this Contract and the Loan
Documents.
5.3.5 Payment of NSP Funds to Developer.
NSP Funds will be disbursed to Developer on a reimbursement basis upon
Developer's written and signed request for reimbursement and submission of Complete
Documentation to City in accordance with Exhibit "C" -Construction Schedule,
attached hereto and made apart hereof for all purposes.
5.3.6 Maintain Affordability Requirements.
Developer shall ensure that Required Improvements shall remain affordable
throughout the Affordability Period as required by the NSP Requirements. There shall be
a 10% payment of the total Loan amount by Developer to City as liquidated damages if
Affordability Requirements are not maintained during Affordability Period.
5.3.6.1 City Monitoring for Affordability Requirements.
City will monitor the activities and performance of Developer and
its contractors in order to ensure that the Required Improvements
remain affordable and are in compliance with the NSP
Requirements and this Contract.
5.3.7 Affordability Requirement Survives Transfer.
The Required Improvements must remain affordable without regard to the term of
any mortgage or transfer of ownership , pursuant to the terms of the Loan Documents , any
deed restrictions or other mechanism provided by HUD. Any sale or transfer of the
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project during the Affordability Period , excluding a transfer due to condemnation or to
obtain utility services , will require the repayment of any unpaid principal or the new
owner or transferee must affirmatively assume in writing the obligations established
hereunder for the project.
5.3.8 NSP Funds Obligation Deadlines.
Developer must obligate the total amount of NSP Funds by March 31 , 2012.
Developer must obligate at least half of that amount by December 31 , 2011. To obligate
funds , Developer must follow these procedures:
5.3.8 .1 Funds for property acquisition are obligated b y entering into a
valid and NSP-compliant purchase agreement ;
5.3.8.2 Funds for construction or rehabilitation are obligated by
completing a detailed set of plans and specifications and completing a detailed
construction/rehabilitation cost estimate based upon those specifications. Such co st
estimate may include a contingency for construction change orders of up to 15 % for
rehabilitation and up to 5% for new construction ;
5.3.8.3 For a property that has met the requirements above, the total
obligation amount will include the per-unit or prorated estimates of soft costs , developer
fee and sales co sts based on the cost assumptions set forth in this Contract;
5.3.8.4 TCHP must report fund obligations on a monthly basis or when
requests for reimbursements are made , whichever occurs sooner.
5.3.9 Tenant Protection .
Developer agrees to comply with the Protecting Tenants at Foreclosures Act of
2009 ("PT AF") and any other laws or regulations concerning tenant protections
applicable to acquisitions of foreclosed properties with NSP Funds. Developer must
5iocument its efforts to ensure that the initial successor in interest ("ISII") in a foreclosed
upon dwelling or residential real property (typically, the ISII in property acquired through
foreclosure is the lender or trustee for holders of obligations secured by mortgage liens)
has pro vided bona fide tenants with the notice and other protections outlined in PT AF.
Developer will not use NSP Funds to finance the acquisition of property from any ISII
that failed to comply with applicable requirements unless Developer assumes the
obligations of such ISII with respect to bona fide tenants. If Developer elects to assume
such obligations , it may do so only if the tenant is still occupying the property and will
provide any tenant displaced as a result of the NSP funded acquisition with the assistance
outlined in 24 CFR 570 .606. If Developer knows that the ISII did not comply with the
NSP tenant protection requirements and vacated the property contrary to the NSP
requirements , NSP funds cannot be used to acquire such properties.
5.3.10 Displaced Persons.
Developer will adhere to the guidelines set forth in the Uniform Relocation
Assistance and Real Property Acquisition Policies Act of 1970 ("URA"). Developer will
minimize displacement of persons as a result of activities assisted with NSP funds.
Developer will furnish City with its relocation plan, including budget and timelines , for
City's review and approval. Such submission shall include copies of the Notice to Seller,
General Information Notices , Notice of Eligibility and/or Notice of Non-Displacement ,
Tenant Claim Forms and any other required documentation and forms related to
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relocation assistance provided under URA. Developer agrees that it will not distribute
Notice of Eligibility until after execution of the Contract.
5.4 Acknowledgement of Completion.
Within 90 days of Completion, Developer shall sign an acknowledgement that
City has met all of its obligations under this Contract, or shall sign a document stating
what City obligations are outstanding. Once City has met all of its obligations , Developer
shall sign an acknowledgement of same.
5.5 Unit Reporting.
Developer must notify the City m writing within 30 days of either of the
following occurrences:
5.5.1 any unit is occupied by a tenant who is not income eligible, or
5.5.2 any unit remains vacant for more than 90 days.
6. RENTAL HOUSING CONSTRUCTION WITH NSP FUNDS
6.1 Construction to Conform to All Applicable Laws, Building Codes and
Ordinances.
All plans, specifications and construction for the Required Improvements shall (i)
conform to all applicable Federal, state and local laws, ordinances, rules and regulations ,
including NSP Requirements; (ii) meet all City building codes ; (iii) be certified as
meeting the Energy Conservation requirements as required by the State of Texas in
Chapter 11 of the International Residence Code; (iv) for new construction, must conform
to the Model Energy Code, published by the Council of American Building Officials; and
(v) pass inspection by City's Housing and Economic Development Department
inspectors. Housing units constructed with NSP Funds furnished under this Contract shall
meet all applicable standards under City Codes and ordinances.
6.2 Property Standards.
Developer shall comply with the requirements contained in 24 CFR Part 92.251
as relates to Property Standards and Housing Quality Standards (HQS), and Accessibility
Standards under 24 CFR Part 92.251 (a)(3) as applicable, for the Required
Improvements.
6.2.1 Property Maintenance and Inspections.
Developer shall ensure that the project is maintained to the standards described in
Section 6 for the duration of the Affordability Period. City will verify maintenance of the
project to these standards through annual on-site inspections.
6 .3 Lead-Based Paint Requirements.
If the Required Improvements include units built prior to 1978 , Developer must
conduct a lead assessment in accordance with Lead Based Paint Requirements as found
in 24 CFR Part 92.355 and 24 CFR Part 35. Developer will comply with Federal lead-
based paint requirements including lead screening in housing built prior to 1978 in
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accordance with 24 CFR Part 92.355, 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 rehabilitation of the Required Improvements.
6.4 Approval by City of Plans and Specifications Not Release of
Responsibility.
Approval of any plans and specifications relating to the Required Improvements
by City shall not constitute or be deemed (i) to be a release of the responsibility or
liability of Developer or any of its contractors, their respective officers , agents ,
employees and subcontractors, for the accuracy or the competency of the plans and
specifications , including, but not limited to , any related investigations, surveys, designs,
working drawings and specifications or other documents; or (ii) an assumption of any
responsibility or liability by City for any negligent act , error or omission in the conduct or
preparation of any investigation, surveys, designs, working drawings and specifications
or other documents by Developer or any of its contractors, and their respective officers,
agents, employees and subcontractors.
6.5 Approval by City of Subcontractors.
Developer will use commercially reasonable efforts to ensure that all
subcontractors utilized by Developer or Developer's general contractor are appropriately
licensed and such licenses are maintained throughout the construction of the Required
Improvements. Developer shall ensure that all subcontractors utilized by Developer or
Developer's general contractor in the construction of the Required Improvements are not
debarred or suspended from performing the subcontractor's work within the City, the
State of Texas, or the Federal government. Developer must confirm that all
subcontractors are not listed on the Federal Excluded Parties List System, www.epls.gov,
and must submit printed verification of such searches with the first reimbursement
request which include invoices from any subcontractor. Failure to submit such proof
shall be an event of default. In the event that City determines that any subcontractor has
been debarred , suspended, or is not properly licensed, Developer or Developer's general
contractor shall immediately cause the subcontractor to stop work on the project. In the
event that any subcontractor has been debarred, suspended, or is not properly licensed,
Developer or Developer 's general contractor shall not be reimbursed for any work
performed by such subcontractor. However, this Section should not be construed to be an
assumption of any responsibility or liability by City for the determination of the
legitimacy, quality, ability, or good standing of any subcontractor.
7. TENANT SELECTION AND INCOME VERIFICATION.
7.1 Income Eligibility.
Developer must use the annual income definition used by 24 CFR 5.609 to establish
tenant income eligibility. Developer shall use the most current HUD Income Guidelines
and Technical Guidance for Determining Income and Allowances to determine tenant
eligibility.
7.2 Income Verification.
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7 .2.1 Before executing any lease, Developer must verify all new tenants'
income eligibility with Source Documentation. Afterward , Developer must annually
verify the tenant's income, but may use the City-approved tenant self-certification form
attached hereto as Exhibit K rather than Source Documentation.
7 .2.2 Not withstanding the foregoing, every 6th year of the Affordability Period,
Developer must verify the income eligibility of all tenants with Source Documentation.
7.2.3 Developer must maintain copies of such Source Documentation and all
tenant self-certification forms as required under this Contract.
7.3 Tenant Lease.
Developer shall use a tenant lease that complies with the following:
7 .3 .1 Length of lease term shall not exceed 2 years and may not be shorter than 1
year.
7 .3 .2 Lease may not include agreement by tenant to allow landlord to take, hold
or sell tenant's property without notice.
7 .3 .3 Lease may not include agreement by the tenant to excuse owner from
responsibility for intentional or negligent acts.
7.3.4 Lease may not authorize owner to institute a lawsuit without notice to the
tenant.
7 .3 .5 Lease may not include agreement by tenant to waive a jury trial or right of
appeal.
7.3.6 Lease may not include an agreement by tenant to pay legal costs of court
proceeding even if the tenant prevails in those proceedings regardless of outcome.
7.3.7 Within 30 days of execution of each lease, Developer must submit to City
Exhibit "F" -Tenant Demographic Report.
7 .3 .8 Developer shall provide City copies of revised lease forms within 30 days
of any change to its lease form.
7.4 Tenant Rent.
Rents charged to tenants are subject to review and approval by City. Developer
agrees to abide by HUD-approved schedules of rent levels and locally adopted utility
allowances published by the Fort Worth Housing Authority.
7 .5 Tenant Selection.
Within 30 days of Contract execution, Developer must submit to City for
approval Developer 's written tenant selection policies and criteria that address the
following:
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7.5.1 Tenant Selection policy must be consistent with the purpose of providing
housing for very low and low income persons.
7.5.2 Tenant Selection policy must provide for:
7.5.2.1 The selection of tenants from a written waiting list in the
chronological order of their application , insofar as is practicable;
7.5.2.2 The prompt written notification to any rejected applicant of the
grounds for such rejection; and
7.5.2.3 Bi-lingual leasing and management assistance.
7.5.3 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 Required
Improvements.
7.5.4 The Tenant Selection policy must address non-discrimination and
affirmative marketing as discussed in Section 7 .6 .
7.5.5 The Developer must market accessible units in the following order:
7.5.5.1 Market within the project to persons requiring an accessible unit.
7.5.5.2 Reference waiting list to check for persons requiring accessible
unit.
7.5.5 .3 Market to general community for persons requiring accessible unit.
7.5.5.4 Market to persons that do not require acces sible unit.
7.5.6 The Tenant Selection policy must address lease requirements as discussed
in Section 7.3.
7.5.7 The Tenant Selection policy must comply with state and local
tenant/landlord laws.
7.6 Affirmative Marketing.
Developer must adopt and implement affirmative marketing procedures
and requirements for all housing assisted with HOME Funds as required by 24 CFR
92.351 if the project involves the construction of 5 or more HOME Units. The
procedures and requirements must include methods for informing the public, owners and
potential tenants about fair housing laws and policies so as to ensure that all individuals ,
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 p articipate in the project.
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The procedures and requirements must also include the designation of an individual that
will be responsible for marketing the project and establishing a clear application
screening plan and the maintenance of documentation and records to evidence affirmative
marketing procedures have been implemented. Developer 's affirmative marketing
procedures must be submitted to City for approval prior to implementation. City shall
have no responsibility with regard to affirmative marketing of the project.
8. Additional Requirements.
TCHP acknowledges its responsibility for adherence to all applicable terms and
conditions of this award , including obtaining a DUNS number or updating the DUNS
record. TCHP further agrees to use the NSP Funds available under this Contract to
supplement rather than supplant funds otherwise available. In addition, TCHP agrees to
the following:
8.1 Environmental Review.
NSP Funds will not be paid and costs cannot be incurred until City has conducted
and completed an environmental review of the proposed project site. 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 prior to the environmental clearance, and any violation of this provision
will result in the denial of any funds under this Contract.
8.2 Contract Not Constituting Commitment of Funds or Site Approval.
Notwithstanding any provision of this Contract, the Parties agree and
acknowledge that this Contract does not constitute a commitment of funds or site
approval , and that such commitment of funds or approval may occur only upon
satisfactory completion of environmental review and receipt by City of an authorization
to use grant funds from HUD under 24 CFR Part 58.
8.3 Compliance with the Uniform Relocation Act.
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.
8.4 Compliance with Davis-Bacon. If applicable , Developer will comply
with the Davis-Bacon Act as described in Section 15 .14 of this Contract. In order to
monitor for compliance, Developer shall provide City access to employee payrolls ,
contractor and subcontractor payrolls and other wage information for persons performing
construction of the Required Improvements. In addition, Developer shall ensure that City
will have access to employees, contractors and subcontractors and their employees in
order to conduct onsite interviews with laborers and mechanics.
8.5. Monitoring.
8.5.1 Developer understands and agrees that it will be subject to monitoring by
City for compliance with the NSP Requirements for the duration of the Affordability
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Period and until the project is closed in HUD's IDIS system. Developer will provide
reports and access to project files as requested by City during the Affordability Period
and for five (5) years after closeout of this Contract in HUD's DRGR system, and will
meet all the reporting requirements set out in this Contract. This Section shall survive the
termination or expiration of this Contract.
8.5.2 City shall have access at all reasonable hours to the Developer's records
that are related to the use of the NSP Funds, and its officers, directors, agents, employees,
and contractors for the purpose of such monitoring.
8.5.3 In addition to other provisions of this Contract regarding frequency of
monitoring, City reserves the right to perform desk reviews or on-site monitoring of
Developer's compliance with the terms and conditions of this Contract, and of the
adequacy and timeliness of Developer's performance under this Contract. After each
monitoring visit, City shall provide Developer with a written report of the monitor's
findings. If the monitoring report notes deficiencies in Developer's performance, the
report shall include requirements for the timely correction of said deficiencies by
Developer. Failure by Developer to take the action specified in the monitoring report
may be cause for suspension or termination of this Contract as provided in Section 11.
8.6 Developer Procurement Standards.
Developer shall establish procurement procedures to ensure that materials and
services are obtained in a cost effective manner. When procuring services to be provided
under this Contract, Developer shall comply at a minimum with the procurement
standards at 24 CFR Part 84.40 through 24 CFR Part 84.48.
8.7 Cost Principles/Cost Reasonableness.
Developer shall administer its use of NSP Funds in compliance with 0MB
Circular A-122, "Cost Principles for Non-Profit Organizations", as amended from time to
time. The allowability of costs incurred for performance rendered shall be determined in
accordance with 0MB Circular A-122 as supplemented by the provisions of this
Contract.
8.8 Terms Applicable to Contractors and Subcontractors.
Developer understands and agrees that all terms of this Contract, whether
regulatory or otherwise, shall apply to any and all contractors and subcontractors of
Developer which are in any way paid with HOME Funds or who perform any work in
connection with Developer's program. Contractor 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 it obligations hereunder. Developer shall monitor the services and
work performed by its contractors and subcontractors on a regular basis for compliance
with the HOME Regulations and Contract provisions. Developer is liable for all failure to
perform and violations of the HOME Regulations by its contractors or subcontractors.
City maintains the right to insist on Developer's full compliance with the terms of this
Contract and Developer is responsible for such compliance regardless of whether actions
taken to fulfill the requirements of this Contract are taken by Developer or by
Developer's contractors or subcontractors.
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9. REPORTING AND DOCUMENTATION REQUIREMENTS.
Developer shall maintain a record-keeping system as part of its performance of
this Contract and shall promptly provide City with copies of any document City deems
necessary for the effective fulfillment of City's monitoring and evaluation
responsibilities. Specifically, Developer will keep or cause to be kept an accurate record
of all actions taken and all funds spent, with supporting and back-up documentation.
10. REIMBURSEMENT REQUIREMENTS.
10.1 With each reimbursement request, Developer shall provide City with the
following reports and supporting documentation:
10.1.1 Exhibit "E" -Narrative Report. This report shall contain information
detailing activities since last submitted reimbursement request.
10.1.2 Exhibit "G" -Request For Funds. This report shall contain the amount
of funds requested for reimbursement and shall be signed by the authorized signatory of
the Developer.
10.1.3 Exhibit "H" -Detail Statement of Costs. This report shall contain
information regarding the current reimbursement request and cumulative balance and
shall be signed by the authorized signatory of the Developer.
10.1.4 Exhibit "I" -Expenditures Worksheet. This report shall and shall be
signed by the authorized signatory of the Developer and shall contain an itemized
listing of all eligible expenses requested for reimbursement. In order for this report to
be complete the following must be submitted:
10.1.4.1 Invoices for all expenses listed -the invoice must clearly show it
pertains to the site described in the project description;
10 .1.4 .2 Proof that the expenses were paid by the Developer which can be
satisfied by cancelled checks, wire transfers or other appropriate
banking documentation; and
10.1.4.4 Lien releases as City reasonably determines necessary. The final
reimbursement shall not be disbursed until all liens are released
to City's satisfaction as evidenced by a title report and proof of
Completion is provided.
10.1 .5 Exhibit "J" -Davis Bacon Report.
10.2 The City retains the right to change reporting requirements and forms at its
discretion. Upon such change, then the Parties shall execute an amendment to the
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Contract.
10 .3 Withholding Payment. IF THE REQUIRED REPORTS AND
APPROPRIATE SUPPORTING DOCUMENTATION ARE NOT RECEIVED BY
THE DUE DATE, CITY SHALL WITHHOLD PAYMENTS REQUESTED
UNDER THIS CONTRACT. Failure to submit required reports shall be an event
of default.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements
11.1.1 If Developer fails to begin construction, which for the purposes of this
Contract shall be defined as substantial completion of the rehabilitation of the buildings
as described on Exhibit "A" -Project Summary, within 12 months of the execution of
this Contract, the Contract shall automatically terminate without further warning or
opportunity to cure, and with no penalty or liability to City.
11.1 .2 If City determines that the Required Improvements were not completed by
the Completion Deadline, City shall have the right to terminate this Contract with no
penalty or liability to City, with such termination to be effective immediately upon
written notice.
11 .2 Failure to Submit Required Documentation During Construction.
If Developer fails to submit any report or pro vide documentation required by this
Contract during construction of the Required Improvements as described in Section 10 ,
or if the submitted report or documentation is not in compliance with this Contract or
NSP Requirements as determined by City, City will notify Developer in writing and the
Developer will have 15 calendar days from the date of the written notice to submit or
resubmit any such report or documentation. If the Developer fails to submit or resubmit
any such report or documentation within such time , City shall have the right to withhold
payments or terminate this Contract effective immediately upon written notice of such
intent with no penalty or liability to City. Notwithstanding anything to the contrary
herein, City will not be required to pay any NSP Funds to Developer during the period
that any report or documentation is past due or is not in compliance with this Contract or
the NSP Requirements. In the event of termination under this Section 11.2 , all NSP
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 NSP Funds
already paid to Developer must be repaid to City within 30 days of the termination.
Failure to repay such NSP Funds will result City exercising all legal remedies available to
City under this Contract and the Loan Documents.
11.3 Failure to Submit Required Reports and Documentation During
Operation.
If Developer fails to submit any report or documentation required by this Contract
after Required Improvements are completed , or if the submitted report or documentation
is not in compliance with this Contract or the NSP Requirements as determined by City,
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City will notify Developer in writing and the Developer will have 15 calendar days from
the date of the written notice to submit or resubmit any such report or documentation to
City. If the Developer fails to submit or resubmit any such report or documentation
within such time, City shall have the right to terminate this Contract effective
immediately upon written notice of such intent with no penalty or liability to City.
11.4 In General.
Subject to Sections 11.1, 11.2, and 11.3 and unless specifically provided
otherwise in this Contract, Developer shall be in default under this Contract if Developer
breaches any term or condition of this Contract or any other Contract between City and
Developer. In the event that such a breach remains uncured after 30 calendar days
following written notice by City or, if Developer has diligently and continuously
attempted to cure following receipt of such written notice but reasonably required more
than 30 calendar days to cure, as determined by both Parties mutually and in good faith,
City shall have the right to elect, as determined in City's sole discretion, to terminate this
Contract effective immediately upon written notice of such intent to Developer, or to
pursue any other legal remedies available to City to ensure compliance with this Contract
and the Loan Documents. In the event of termination under this Section 11.4, all NSP
Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately
rescinded and Developer shall have no further right to such funds. In the event NSP
Funds have been paid to Developer, Developer agrees to repay them to City within 30
days of termination .. If such NSP Funds are not repaid to City within the 30 day period,
City shall exercise all of its remedies under the Loan Documents including but not
limited to foreclosure under the Deed of Trust.
11. 5 No Funds Disbursed while in Breach.
Developer understands and agrees that no NSP Funds will be paid to Developer
until all defaults are cured to the satisfaction of City.
11.6 No Compensation After Date of Termination.
In the event of termination, Developer shall not receive any compensation for
work undertaken after the date of the termination.
11. 7 Rights of City Not Affected.
Termination shall not affect or terminate any of the existing rights of City against
Developer, or which may thereafter accrue because of such default, and the foregoing
provision shall be in addition to any and all other rights and remedies available to City
under the law and Loan Documents including, but not limited to, compelling Developer
to complete the Required Improvements in accordance with the terms of the Contract.
Such termination does not terminate any applicable provisions of this Contract that have
been expressly noted as surviving the term or termination of the Contract.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract shall
not operate as a waiver of any subsequent breach of the same or any other term, covenant
or condition hereof.
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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.
City may terminate this Contract in the event of Developer's default , subject to
notice, grace and cure periods, inability, or failure to perform. Likewise , Developer may
terminate this Contract if City does not provide the NSP Funds substantially in
accordance with this Contract.
11.11 Termination for Convenience.
In terminating in accordance with 24 C.F.R. 85.44 , this Contract may be
terminated in whole or in part only as follows:
11.11.1 By City with the consent of Developer in which case the Parties shall
agree upon the termination conditions , including the effective date and in the case of
partial termination , the portion to be terminated, or
11.11.2 By the Developer upon written notification to City, setting forth the
reasons for such termination , the effective date , and in the case of partial termination , the
portion to be terminated. However, if, in the case of a partial termination , City
determines that the remaining portion of the Contract to be performed or NSP Funds to
be spent will not accomplish the purposes for which the Contract was made , City may
terminate the Contract in its entirety.
11.12 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, all assets acquired with
NSP Funds including cash, interest payments from loans or otherwise, all outstanding
notes , mortgages or other security instruments used to secure NSP Funds , any accounts
receivable attributable to the use ofNSP Funds , and any real or personal property owned
by Developer that was acquired or improved with NSP Funds shall automatically transfer
to City and this Contract shall terminate.
12. REPAYMENT OF NSP FUNDS.
All NSP Funds are subject to repayment in the event the project does not meet the
requirements as set out in this Contract or in the NSP Requirements.
13. MATERIAL OWNERSHIP CHANGE.
Subject to limited partnership transfers with City consent , if ownership of the
Developer materially changes after the date of this Contract , City may but is not
obligated to , terminate this Contract. City has 30 days to make such determination after
receipt of notice from Developer and failure to make such determination will constitute a
waiver. In the event of termination under this Section 13 , all NSP Funds awarded but
unpaid to Developer pursuant to this Contract shall be immediately rescinded and
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Developer shall have no further right to such funds , and any NSP Funds already paid to
Developer must be repaid to City within 30 days of the termination.
14. SURVIVAL.
Any provision of this Contract that pertains to affordability, monitoring, tenant
income eligibility, tenant rent and selection , tenant lease, record keeping and reports , and
City Building Codes , ordinances and housing quality standards , as well as any applicable
NSP requirements , and any default and enforcement provisions necessary to enforce such
provisions , shall survive the termination of this Contract and shall be enforceable by City
against Developer throughout the Affordability Period.
15. GENERAL PROVISIONS
15.1 Developer Independent Contractor.
Developer shall operate hereunder as an independent contractor and not as an
officer, agent , servant or employee of City. Developer shall have exclusive control of,
and the exclusive right to control , the details of the work and services performed
hereunder, and all persons performing same , and shall be solely responsible for the acts
and omissions of its officers , members , agents , servants , employees , contractors , tenants ,
licensees or invitees.
15.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and
Developer, its officers , members , agents , servants , employees , contractors , tenants ,
licensees or invitees, and nothing herein shall be construed as creating a partnership or
joint enterprise between City and Developer. City does not have the legal right to control
the details of the tasks performed hereunder by Developer, its officers , members, agents ,
employees , contractors , licensees or invitees.
15.3 Developer Property. City shall in no way be nor under any
circumstances be responsible for any property belonging to Developer, its officers ,
members , agents , employees , contractors , tenants , licensees or invitees that may be lost,
stolen or destroyed or in any way damaged and DEVELOPER HEREBY
INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS,
AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS
PERTAINING TO OR CONNECTED WITH SUCH PROPERTY, SAVE AND
EXCEPT THOSE ARISING SOLELY OUT OF THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF CITY, ITS AGENTS OR EMPLOYEES.
15.4 Religious Organization.
No portion of the NSP 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 an
NSP-funded property.
15 .5 Audit.
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Tarrant Co unty Housing Partnership, Inc . - B eaty Street Pag e 18
15.5.1 Entities that Expend $500,000 or more in Federal Funds Per Year.
All non-federal entities that expend $500,000 or more in Federal funds within one
year, regardless of the source of the Federal award, must submit to City an annual audit
prepared in accordance with specific reference to 0MB Circular A-133. The audit shall
cover the Developer's fiscal years during which this Contract is in force. The audit must
be prepared by an independent certified public accountant, be completed within 6 months
following the end of the period being audited and be submitted to City within 30 days of
its completion. Developer's audit certification is attached hereto as Exhibit "D" -
"Audit Certification Form" and "Audit Requirements". The Audit Certification Form
must be submitted to City within 60 days of the end of period being audited (Developer's
fiscal year). Entities that expend less than $500,000 a year in Federal funds are exempt
from Federal audit requirements for that year, but records must be available for review or
audit by appropriate officials of the Federal agency, City, and General Accounting
Office.
15.5.2 City Reserves the Right to Audit.
City reserves the right to perform an audit of Developer's project operations and
finances at any time during the term of this Contract, if City determines that such audit is
necessary for City's compliance with 0MB Circular A-133, and Developer agrees to
allow access to all pertinent materials as described herein. If such audit reveals a
questioned practice or expenditure, such questions must be resolved within 15 business
days after notice to Developer of such questioned practice or expenditure. If questions
are not resolved within this period, City reserves the right to withhold further funding
under this and/or future contract(s) with Developer. IF AS A RESULT OF ANY
AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED
NSP FUNDS OR SPENT NSP FUNDS ON ANY INELIGIBLE ACTIVITIES,
SUBJECT TO CURE TO THE EXTENT OF ANY NEGLIGENT ACTION,
DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH
MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER
CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS.
15.6 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.
15.7 Governing Law.
In any questions involving state law, for any action, whether real or asserted, at
law or in equity, arising out of the execution, performance or non-performance of this
Contract, in any issue not governed by federal law, the choice of law shall be the law
from the State of Texas.
15.8 Severability.
The provisions of this Contract are severable, and, if for any reason a clause,
sentence, paragraph or other part of this Contract shall be determined to be invalid by a
court or Federal or state agency, board or commission having jurisdiction over the subject
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Tarrant County Housing Partnership , Inc . -Beaty Street Page 19
matter thereof, such invalidity shall not affect other provisions which can be given effect
without the invalid provision.
15.9 Written Agreement Entire Agreement.
This written instrument and the Exhibits attached hereto , which are incorporated
by reference and made a part of this Contract for all purposes , constitutes the entire
agreement by the Parties hereto concerning the work and services to be performed under
this Contract. Any prior or contemporaneous oral or written agreement, which purports
to vary the terms of this Contract, shall be void. Any amendments to the terms of this
Contract must be in writing and must be executed by each Party to this Contract.
15.10 . Paragraph Headings for Reference Only, No Legal Significance.
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.
15.11 Compliance With All Applicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are
currently in effect or that are hereafter amended during the performance of this Contract.
In addition to the NSP Requirements , those laws include, but are not limited to :
};;>, HOME Investment Partnerships Act, 42 USC 12701 et s eq
};;>, Title I of the Housing and Community Development Act of 1974 , 42 USC
5301 et s eq
};;>, 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 of 1967
};;>, The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et s eq.)
};;>, 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 s eq .) and the
Clean Water Act of 1977 , as amended (33 U.S.C . Sections 1251 et s eq.) and
the related Executive Order 11738. 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 s eq .)
specifically including the provisions requiring employer verifications of legal
status of its emplo yees
};;>, 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
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T arrant County Housi ng Partnership , Inc. -Beaty Street Pag e 20
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
~ Regulations at 24 CFR Part 92 Home Investments Partnership Program Final
Rule
Requirement that Law Be Quoted in Covered Contracts. -Certain Requirements
Pertaining to Section 3 of the Housing and Urban Development Act of 1968 as amended
(12 U.S.C. Sections 1701 et seq.) and its related regulations at 24 CFR Part 135
If the work performed under this Contract is on a project assisted under a program
providing direct Federal financial assistance from HUD, Section 3 of 24 CFR 135.38
(HSection 3") requires that the following clause, shown in italics , be inserted in all
covered contracts ("Section 3 Clause"):
Section to be quoted in covered contracts begins:
"A. The work to be performed under this contract is subject to the
requirements of Section 3 of Housing and Urban Development Act of
1968, as amended, 12 USC. section 1701u (Section 3). The purpose of
Section 3 is to ensure that employment and other economic opportunities
generated by HUD assisted or HUD-assisted projects covered by Section
3, shall to the greatest extent feasible, be directed to low-and very-low
income persons, particularly persons who are recipients of HUD
assistance for housing.
B. The parties to this contract agree to comply with HUD 's
regulations in 24 CFR Part 135, which implement Section 3. As evidenced
by their execution of this contract, the parties to this contract certify that
they are under no contractual or other impediment that would prevent
them from complying with the Part 135 regulations.
C. The contractor agrees to send to each labor organization or
representative of workers with which it has a collective bargaining
agreement or other understanding, if any, a notice advising the labor
organization or workers ' representatives of the contractor's commitments
under this Section 3 clause and will post copies of the notice in
conspicuous places at the work site where both employees and applicants
for training and employment positions can see the notice. The notice shall
describe the Section 3 preference, shall set forth minimum number and job
titles subject to hire, availability of apprentice and training positions, the
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Tarrant County Housing Partnership, Inc . -Beaty Street Page 21
qualifications for each; and the name and location of the person(s) taking
applications for each of the positions; and the anticipated date the work
shall begin.
D. The contractor agrees that it will include this Section 3 clause in
every subcontract to comply with regulation in 24 CFR Part 135, and
agrees to take appropriate action, as provided in an applicable provision
of the subcontract or in this Section 3 clause, upon finding that the
subcontractor is in violation of the regulations in 24 CFR Part 135. The
contractor will not subcontract with any subcontractor where it has notice
or knowledge that the subcontractor has been found in violation of
regulations in 24 CFR 135.
E. The contractor will certify that any vacant employment positions,
including training positions that are filed: (I) after the contractor is
selected but before the contract is executed, and (2) with persons other
than those to whom the regulations of 24 CFR Part 135. The contractor
will not subcontract with any subcontractor where it has notice or
knowledge that the subcontractor has been found in violation of
regulations in 24 CFR 135.
F. Noncompliance with HUD 's regulation in 24 CFR Part 135 may
result in sanctions, termination of this contract for default, and debarment
or suspension from future HUD assisted contracts.
G. With respect to work performed in connection with Section 3
covered Indian housing assistance, section 7(b) of the Indian Self-
Determination and Education Assistance Act (25 USC section 450e) also
applies to the work to be performed under this Contract. Section 7(b)
requires that to the greatest extent feasible (i) preference and
opportunities for training and employment shall be given to Indians, and
(ii) preference in the award of contracts and subcontracts shall be given to
Indian organizations and Indian-owned Economic Enterprises . Parties to
this contract that are subject to the provisions of Section 3 and Section
79b) agree to comply with Section 3 to the maximum extent feasible, but
not in derogation of compliance with Section 7(b)."
Section to be quoted in covered contracts ends.
City and Developer understand and agree that, if applicable to the Project,
compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135,
and all applicable rules and orders of HUD shall be a condition of the Federal financial
assistance provided to the Project binding upon City and Developer, and their respective
successors, assigns and the contractors. Failure to fulfill these requirements shall subject
Developer and its contractors and their respective successors and assigns to those
sanctions specified by the grant agreement through which Federal assistance is provided
and to such sanctions as are specified by 24 CFR Part 135.
15 .12 Prohibition Against Discrimination.
15.12.1 General Statements.
Developer, in the execution, performance or attempted performance of this
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Tarrant County Housing Partnership, Inc. -Beaty Street Page 22
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, or Project participants to engage in such
discrimination.
This Contract is made and entered into with reference specifically to the
ordinances codified at Chapter 17 , Article 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 pro visions 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
or contractors.
15.12.2 No Discrimination in Employment during the Performance of
this Contract.
During the performance of this Contract Developer agrees , and will require the
following pro vision in all contracts with its contractors:
[Contractor '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 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 Name]
agrees to post in conspicuous places , available to employees and applicants for
employment, notices setting forth the pro visions of this nondiscrimination clause.
[Contractor 's Name] will , in all solicitations or advertisements for
employees placed by or on behalf of [Contractor 's Name] , 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 Name] covenants that neither it nor any of its officers ,
members , agents , employees , Project participants 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
NSP DEVELOPER RENT AL CONTRACT
Tarrant County Housing Partnership , Inc. -Beaty Street Page 23
employment, discriminate against persons because of their age or because of any
disability or perceived disability, except on the basis of a bona fide occupational
qualification, retirement plan or statutory requirement.
[Contractor's Name] further covenants that neither it nor its officers ,
members, agents, employees, contractors, Project participants , 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.
15.12.3 Developer's Contractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it and any of its contractors will not unlawfully
discriminate on the basis of disability in the provision of services to the general public,
nor in the availability, terms and/or conditions of employment for applicants for
employment with, or employees of Developer or any of its contractors. DEVELOPER
WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND
ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS
CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD
CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED
BY THIRD PARTIES OR CONTRACTORS AGAINST CITY ARISING OUT OF
DEVELOPER'S AND/OR ITS CONTRACTORS' ALLEGED FAILURE TO
COMPLY WITH THE ABOVE-REFERENCED LAWS CONCERNING
DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS
CONTRACT.
15 .13. Prohibition Against Interest / Conflict of Interest.
15 .13 .1 Developer shall establish safeguards to prohibit its employees,
board members, advisors and agents from using positions for a purpose that is or gives
the appearance of being motivated by a desire for private gain for themselves or others,
particularly those with whom they have family, business or other ties. Developer shall
disclose to City any conflict of interest or potential conflict of interest described above ,
immediately upon discovery of such.
15.13.2 No persons who are employees , agents , consultants, officers or
elected officials or appointed officials of City or of Developer who exercise or have
exercised any functions or responsibilities with respect to activities assisted with NSP
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 unit in the Required
Improvements , may obtain a financial interest or benefit from a NSP-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.
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Tarrant County Housing Partnership , Inc . -Beaty Street Page 24
15.13.3 Developer affirms that it will adhere to the provisions of the Texas
Penal Code which prohibits bribery and gifts to public servants.
15.13.4 In the procurement of property and services by Developer, the
conflict of interest provisions of 24 CFR Part 85.36 and 24 CFR Part 84.42, respectively,
shall apply. In all cases not governed by those sections, the provisions of 24 CFR Part
92.356 of the HOME Regulations shall apply.
15.14 Labor Standards.
15.14.1 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 U.S. Department of Labor at 29 CFR
Part 5. Developer shall maintain documentation that demonstrates compliance with hour
and wage requirements of this Contract and NSP Regulations. Such documentation shall
be made available promptly to City for review upon request.
15.14.2 Developer agrees that, except with respect to the rehabilitation or
construction of residential property containing less than 12 units assisted with NSP funds,
all contractors engaged under contract for construction, renovation or repair work
financed in whole or in part with assistance provided under this Contract, shall comply
with Federal requirements adopted by City pertaining to such contracts and with the
applicable requirements of the regulations of the Department of Labor under 29 CFR
Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees
to journey workers; provided that, if wage rates higher than those required under these
regulations are imposed by state or local law, nothing hereunder is intended to relieve
Developer of its obligation, if any, to require payment of the higher wage. Developer
shall cause or require to be inserted in full, in all such contracts subject to such
regulations, provisions meeting the requirements of this paragraph.
15.15 Minority and Women Business Enterprise Commitment.
Developer agrees to abide by City's policy to involve Minority and Women
Business Enterprises ("M/WBEs") in all phases of its procurement practices and to
provide them equal opportunity to compete for contracts for construction, provision of
professional services, purchase of equipment and supplies and provision of other services
required by City. Therefore, Developer agrees to incorporate City Ordinance No. 15530,
and all amendments or successor policies thereto, into all contracts and subcontracts and
will further require all persons or entities with whom it contracts to comply with said
ordinance.
15.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is
applicable to Developer does not excuse or relieve Developer from the requirements or
NSP DEVELOPER RENT AL CONTRACT
Tarrant County Housing Partnership, Inc. -Beaty Street Page 25
responsibilities in regard to following the law, nor from the consequences or penalties for
Developer 's failure to follow the law, if applicable.
15.17 Assignment.
Developer shall not assign all or any part of its rights , privileges, or duties under
this Contract without the prior written approv al of City. Any attempted assignment of
same without approval shall be void, and shall constitute a breach of this Contract.
15.18. Right to Inspect Contractor Contracts.
It is agreed that City has the right to inspect and approv e in writing any proposed
contracts between Developer and any contractor engaged in any activity in conjunction
with this NSP funded Project prior to any charges being incurred.
15.19 Force Maieure
If Developer becomes unable, either in whole or part, to fulfill its obligations
under this Agreement due to a cts of God , strikes, lockouts, or other industrial
disturbances , acts of public enemies , wars , blockades, insurrections, riots , epidemics ,
earthquakes , fires , floods , restraints or prohibitions by any court, board, department,
commission or agency of the United States or of any States, civil disturbances , or
explosions , or some other reason beyond such 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. Developer will give City written
notice of the existence, extent and nature of the Force Majeure Event as soon as
reasonably possible after the occurrence of the event. Developer will use commercially
reasonable efforts to remedy its inability to perform as soon as possible. Failure to give
notice will result in the continuance of the Developer's obligation regardless of the extent
of any existing Force Majeure Ev ent.
16. Indemnification and Release.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST
ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE
EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN,
WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS , EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY, AND DEVELOPER
HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND
ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND
ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
NSP DEVELOPER RENT AL CONTRACT
Tarrant County Housing Partnership , Inc . -Beaty Street Pag e 26
WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED,
ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE
OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN,
WHETHER OR NOT CAUSED . IN WHOLE OR IN PART BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER
LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY
INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND
ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY,
ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS
OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR
PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY
ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH
DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS
SECTION INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND
PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN
NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE
SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH.
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL
LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR
PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO
PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH,
DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT
NEGLIGENCE.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND
SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
17. Waiver of Immunity by Developer.
If Developer, as a charitable or nonprofit organization, has or claims an immunity
or exemption (statutory or otherwise) from and against liability for damages or injury,
including death, to persons or property, Developer hereby expressly waives its rights to
plead defensively such immunity or exemption as against City. This section shall not be
construed to affect a governmental entity's immunities under constitutional, statutory or
common law.
NSP DEVELOPER RENTAL CONTRACT
Tarrant County Housing Partnership, Inc. -Beaty Street Page 27
18. Insurance and Bonding.
Developer will maintain blanket fidelity coverage in the form of insurance or
bond in the amount of $30 ,000 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 bond shall be used to reimburse City for any and all loss of NSP Funds occasioned
by such misconduct. To effectuate such reimbursement , such bond shall include a rider
stating that reimbursement for any loss or losses thereunder shall be made directly to City
for the use and benefit of Developer.
Developer shall furnish to City, in a timely manner, but not later than 10 days
after Developer has signed the Contract, certificates of insurance as proof that it has
secured and paid for policies of commercial insurance as specified herein. 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
$500 ,000 each occurrence
$1 ,000 ,000 aggregate limit
Business Automobile Liability Insurance
$1,000,000 each accident on a combined single-limit basis, or
$250,000 Property Damage
$500 ,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance policy shall be endorsed to cover "Any Auto"
Pending availability of the above coverage and at the discretion of City, the policy shall
be the primary responding insurance policy versus a personal auto insurance policy if or
when in the course of Developer's business as contracted herein.
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100 ,000 disease-each employee
$500 ,000 disease-policy limit
Note: Such insurance shall cover employees performing work on any and all
projects including but not limited to construction, demolition , and rehabilitation.
Developer or its contractors shall maintain coverages, if applicable. In the event
the respective contractors do not maintain coverage, Developer shall maintain the
coverage on such contractor, if applicable , for each applicable contract.
NSP DEVELOPER RENT AL CONTRACT
Tarrant County Housing Partnership , Inc . -Beaty Street Page 28
Directors and Officers Insurance
Optional (Highly Recommended)
Note: This insurance shall cover Developer and any associated Board of
Directors members.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and
no more frequently than once every 12 months, and Developer shall revise such amounts
within thirty (30) days following notice to Developer of such requirements.
Developer will submit to City documentation that it, and its general contractor,
has obtained insurance coverage and has executed bonds as required in this Contract prior
to payment of any monies provided hereunder.
Each insurance policy shall be endorsed to provide City with a minimum sixty (60) days
notice of cancellation, non-renewal, and/or material change in policy terms or coverage.
Insurance policies required herein shall be endorsed to include City as an additional
insured as its interest may appear. Additional insured parties shall include employees,
officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as
a waiver of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of
Texas by the Department of Insurance or be otherwise eligible and authorized to do
business in the state of Texas. Insurers shall be acceptable to City insofar as their
financial strength and solvency and each such company shall have a current minimum
A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry
standard rating otherwise approved by City.
Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless
otherwise approved by City.
In the event there are any local, federal or other regulatory insurance or bonding
requirements for the Program, and such requirements exceed those specified herein, the
former shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages, limits,
and other requirements as those specified herein; and, Developer shall require its
contractors to provide Developer with certificate(s) of insurance documenting such
coverage. Also, Developer shall require its contractors to have City and Developer
endorsed as additional insureds (as their interest may appear) on their respective
insurance policies.
NSP DEVELOPER RENT AL CONTRACT
Tarrant County Housing Partnership, Inc. -Beaty Street Page 29
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
19. Certification Regarding Lobbying.
The undersigned representative of Developer hereby certifies, to the best of his or
her knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid , by or on
behalf of Developer, to any person for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, an
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.
20. Litigation and Claims
Developer shall give City immediate notice in writing of any action , including
any proceeding before an administrative agency, filed against Developer in conjunction
with this Contract or the project. Developer shall furnish immediately to City copies of
all pertinent papers received by Developer with respect to such action or claim.
Developer shall provide a notice to City within 10 days upon filing under any bankruptcy
or financial insolvency provision of law.
21. Notice.
NSP DEVELOPER RENT AL CONTRACT
Tarrant County Housing Partnership, Inc . -Beaty Street Page 30
All notices required or permitted by this Contract must be in writing and are
deemed delivered on the earlier date of the date actually received or the third day
following (i) deposit in a United States Postal Service post office or receptacle; (ii) with
proper postage , certified mail return receipt requested ; and (iii) addressed to the other
Party at the address set out below or at such other address as the receiving Party
designates by proper notice to the sending Party.
City:
City Attorney 's Office
1000 Throckmorton Street
Fort Worth , TX 76102
Attention: Vicki Ganske
Telephone: 817-392-7765
Copy to :
Director of Housing and Economic Development
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Jay Chapa
Telephone: 817-392-7540
Copy to:
Project Coordinator
1000 Throckmorton Street
Fort Worth , TX 76102
Attention: Robin Bentley
Telephone: 817-392-6342
Developer:
Tarrant County Housing Partnership, Inc.
3204 Collinsworth
Fort Worth , TX 76107
Telephone: 817.924.5091 ext. 110
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. Counterparts.
This Contract may be executed in multiple counterparts , each of which shall be
considered an original , but all of which shall constitute one instrument.
[SIGNATURES APPEAR ON NEXT PAGE]
NSP DEVELOPER RENT AL CONTRACT
Tarrant County Housing Partnership , Inc . -Beaty Street P ag e 31
IN WITNESS WHEREOF, the Parties have executed four copies of this
Contract in Fort Worth , Tarrant County, Texas, to be effecti ve this .9o~ day of
'SeQ\-l,.M'a..f , 2011 (the "Effective Date").
ATTEST:
(Y\~~~
City Secretary {
M&C: C--.;;2.4'-\S:S Date: q-1 Y,-l 0
0 FORM AND LEGALITY:
STATE OF TEXAS
COUNTY OF TARRANT
STATE OF TEXAS
COUNTY OF TARRANT
§
§
TARRANT COUNTY HOUSING
PARTNERSHIP, INC.,
a Texas nonprofit corporation
This instrument was acknowledged before me o :;n ,1-16,~e:__!..._---''---'-~~~~-
VanNess , President of Tarrant County Housi rtn
corporation.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
N SP DEVELOPER RENTAL CONTRACT
Tarrant Co unty Housi ng Partnership , Inc . -Beaty Street Page 32
EXHIBITS:
Exhibit "A" -Project Summary
Exhibit "B" -Budget
Exhibit "C" -Construction Schedule
Exhibit "D" -Audit Certification Form and Audit Requirements
Exhibit "E" -Narrative Report
Exhibit "F" -Tenant Demographic Report
Exhibit "G" -Request For Funds
Exhibit "H" -Detail Statement of Costs
Exhibit "I" -Expenditures Worksheet
Exhibit "J" -Davis Bacon Report
Exhibit "K" -Tenant Self Certification Form
NSP DEVELOPER RENT AL CONTRACT
Tarrant County Housing Partnership, Inc. -Beaty Street Page 33
EXHIBIT "A"
PROJECT SUMMARY -SCOPE OF WORK
TARRANT COUNTY HOUSING PARTNERSHIP, INC. -BEATY STREET
DESCRIPTION:
Tarrant County Housing Partnership , Inc. ("Developer") will acquire 10 multifamily buildings and 1
single family house in the 5500 block of Beaty Street, then rehabilitate and redevelop the 71 existing
units into 66 units plus an office/community center (the "Project"). For the 15 year Affordability
Period, the Project will be managed in compliance with this Contract and applicable provisions of all
NSP Regulations governing rental projects. All non-HOME units in the Project will be affordable to
households at or below 50% of Area Median Income ("AMI") as established by the United States
Department of Housing and Urban Development ("HUD").
NS P Funds -Exhibits
R P~h, ~trPPt
EXHIBIT "B"
Sources and Uses
COFWNSP COFWHOME COFWWAP** TCHPLOC TOTAL
Acquisition $1 ,150 ,000 $1 ,150 ,000
Acquisition -Insurance -property liability, builder's risk $20,000 $20,000
Acquisition -Closing costs, extension/legal fees $118,801 $118 ,801
Acq ui sition -Asbestos Survey $6 ,125 $6 ,125
Acquisition -Lead Base Paint Testing $14,000 $14,000
Relocation Agent Fees $135 ,000 $135 ,000
Relocation Expenses (1 tenant) $15 ,000 $15 ,000
Architectural $8 ,360 $8 ,360
Rehab $170,841 $1,000,000 $248 ,750 $506,640 $1 ,926 ,231
Developer Fee 5% NSP* $84,988 $84,988
TOTAL $1,699,755 $1,000,000 $248 ,750 $530,000 $3,478,505
*$50,000 of Deve loper Fee to be paid upon closing of Beaty Street property , and the remainder to be paid when
City has received from Deve loper all information required to close Project in IDIS and begin the Affordabili ty
Period.
**Nothing in this Contract shall be construed as a commitment by the City to provide these funds.
NSP Funds -Exhibits
Beaty Street
EXHIBIT "C"
CONSTRUCTION SCHEDULE
Beaty Street
Activity
PHASE I ACTIVITIES: Contract signed
Lot Preparation (Demolition)
Plumbing
Foundation
PHASE I completed by: April 1, 2012
PHASE II ACTIVIITES: Framing / TPW
Mechanicals / Siding / Paint
PHASE II completed by: August 1, 2012
PHASE III ACTIVIITES: Inspections / Insulation
Sheetrock I Brick
Interior Trim / Paint
PHASE III completed by: December 1, 2012
PHASE IV ACTIVIITES: Flooring
Mechanical Trim / Grading / Landscaping
Final Trim / Appliances and Fixtures I Fencing
Final Inspections
Punch List
PHASE IV completed by: May 1, 2013
NS P Funds -Exhibits
R P~h , ~trPPt
EXHIBIT "D"
AUDIT REQUIREMENTS
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
AUDIT REQUIREMENTS
Organizations expending $500 ,000 or more in federal awards (from City of Fort Worth and other funding
sources) during their fiscal years shall obtain either an annual single audit or a program specific audit.
Organizations may have a program specific audit in accordance with 0MB Circular A-133 , or other standard
set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the
Catalog of Federal Domestic Assistance (CFDA). If funds are spent for more than one federal program, a
single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort
Worth's funding period.
The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit
by the appropriate regulatory body. The CPA shall meet all of the general standards concerning
qualifications , independence, due professional care and quality control as required by Governm ent Auditing
Standards , including the requirements for continuing professional education and external peer reviews.
Auditor selection must adhere to federal procurement requirements .
A separate supplementary schedule of revenues , expenditures and changes in fund balance for each City
of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list
City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the
CFDA number (0MB A-133 § .310).
The independent auditor's report should include all of the relevant items listed on the "Audit Report
Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance
of the following publications:
Go ve rnm ent A uditing Standards issued by the Comptroller General of the United States , 2003
0MB Circular A-133 as revised 6/30/97 and amended June 2003
0MB Circular A-133 Compliance Supplement
AICPA's Statement of Position 98-3 , "Audits of States , Local Governments , and Not-for-Profit Organizations
Receiving Federal Awards"
Various AICP A audit guides for nonprofits , colleges and universities and health and welfare organizations
AICPA 's Audit Risk Alert "State and Local Governmental Developments"
Go vernment Auditing Standards by the Texas D epartment of Housing and Community Affairs for Properties
R eceiving Low Income Housing Tax Credits
All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form
which certifies whether you are subject to a single/program audit. Organizations receiving federal awards
from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency.
The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within
60 days of the end of the organization's fiscal year in the year that the project was completed.
The following items should be submitted to the City of Fort Worth Housing and Economic Development
Department within the required timeframe:
NSP Fund s -Exhibits
R P~h , ~trppt
Due 60 day s after organization's fiscal year end in the year that the project was completed : (required for all
subrecipients)
Completed Audit Certification Form
Due within the earlier of 30 day s after receipt of the auditor's report or nine months after the end of the audit
period.
Two copies of the entire audit report issued by the CPA
Two copies of any management letter is sued by the CPA in conjunction with the audit report
Two copies of management's comments on all findings , recommendations , & questioned
costs contained in the audit report and management letter, including a detailed corrective
action plan
Failure to submit any of these items by the required due date may result in holds on current draw
requests , suspension of the organization's contract(s) and eligibility for future funding.
If the organization does not meet the requirements of having a single/program audit conducted, records
must still be kept available for review or audit b y City of Fort Worth staff (OMB A-133 Subpart B Sec 200(d).
If additional information is needed concerning the audit requirements, please call (817) 392-6141.
NSP Funds -Exhibits
R P~h , ~trPPt
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
SINGLE AUDIT REPORT CHECKLIST
The Department developed this checklist to help organizations improve the quality and completeness of
audit reports.
General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial
Statements in accordance with Government Auditing Standards
Notes to the General Purpose or Basic Financial Statements of the Organization
A Schedule of Expenditures of Federal Awards, including the Department's contract numbers , the total
expended for the federal program , and the CFDA number (0MB A-133 Subpart C Sec 310).
Opinion/Report on Schedule of Expenditures of Federal and State Awards
Report on Compliance and on Internals Control Over Financial Reporting Based on an Audit of Financial
Statements Performed in Accordance With Government Auditing Standards. (0MB A-133 § 505 (b))
Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over
Compliance in Accordance with 0MB Circular A-133 . (0MB A-133 § 505 (c))
-"( ·-·
Schedule of Findings and Questioned Costs (0MB A-133 §. 505d), including: Summary Schedule of Prior Audit
Findings reporting the status of all findings included in the prior audit's schedule of findings and questioned
costs. (0MB A-133 Sec. 315 (a) and (b))
Corrective Action Plan including (0MB A-133 Sec. 315 (c)) name of person responsible for the corrective
action, corrective action planned, anticipated completion date, and explanation and reason if auditee
does not agree with findings or believes correction is not required.
All reports are signed and dated by the auditor
Two copies of the audit reports are submitted
Two copies of the management letter, if issued in conjunction with the audit report. Two copies of
comments by management concerning all findings and recommendations included in
management letter, including a corrective action plan.
NSP Funds -Exhibits
R P~h , ~trPPt
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
Audit Certification Form
Subrecipient: _________ _ Fiscal Year Ending: __ / __ / __
Month Day Year
D We have exceeded the federal expenditure threshold of $500,000. We will have our Single Audit or
Program Specific Audit completed and will submit the audit report within nine (9) months after the end of the
audited fiscal year.
D We did not exceed the $500,000 federal expenditure threshold required for a Single Audit or a Program
Specific Audit to be performed this fiscal year. (Fill out schedule below)
Must be filled out if Single Audit or Program Audit is not required:
Federal Expenditure Disclosure
Federal Grantor
Pass Through
Grantor
Total Federal Expenditures for this Fiscal Year
Federal Funds
Program Name &
CFDA Number
Contract
Number
$ ----
Expenditures
Printed Name Title (Must be CFO, CEO or equivalent)
Authorized Signature (Must be CFO, CEO or equivalent) Phone Number Date
Failure to submit this or a similar statement or failure to submit a completed single audit package as
described in the audit requirements by the required due date will result in suspension of funding and will affect
eligibility for future funding.
Submit this form to the City of Fort Worth Housing and Economic Deve lopment Department within 60 da ys after the end of your
Fiscal year
NSP Funds -Exhibits
R P~h , S:.trPPt
EXHIBITE
NARRATIVE REPORT
FROM: TO: --------------
Please provide information on project construction progress, the percent of construction completion, anticipated
construction completion.~ -~~struction problems encountered and solutions proposed.
I. ACCOMPLISHMENTS:
II. ADDITIONAL COMMENTS REGARDING ACCOMPLISHMENTS THIS MONTH:
III. PROBLEMS ENCOUNTERED AND SOLUTIONS PROPOSED:
IV. ANTICIPATED ACTIVITIES DURING NEXT MONTH:
HOME Funds -Exhibits
EXHIBIT F
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
TENANT DEMOGRAPHIC REPORT
Client Name Female
Headed
Ho us eho ld
Race :
White
Black/ African-American
Asian
Age
American Indian/ Alaskan Native
Sex Etlm ici ty
(His panic :
(Yes/No)
Native Hawaiian / Pacific Islander
American Indian/ Alaskan Native and White
Asian and White
Black/ African-American and White
Race Disability
Status
(Yes/No)
Black/ African-American and American Indian/ Alaskan Nati ve
Other Multi-Racial
HOME Funds -Exhibits
Number
ln
Familv
Annua l Property Address / Type of Re nta l Rent Amount
Household Rental Unit No. Assistance
lncome
Ethnicity:
All b eneficiaries have BOTH an ethnic ity AND a ra ce.
Example: Cuban p ersons are often Hispanic and Black ,
Filipino p erso ns are often Hispanic and Asian,
Utility
Allowance
EXHIBITG
CITY OF FORT WORTH
HO USING AND ECON OMIC DEVELOPMENT DEPARTMENT
SUBRECEPIENT'S REIMBURSEMENT REQUEST FOR FUNDS
gency
CASH BALAN CE AN AL YS IS FOR
I . Begi nn ing Cash Balance
2. Amount Received :
Program Income
City of Fort Worth
Interest Earned
3. Total Funds Avai la bl e (I + 2)
4. Less Expen diture (detai l statement cost)
5. EN DIN G CASH BALANCE
6. Es ti mated Ex p end itures
7 . Funds Needed (6 -5)
8. Less Estimated Program Income
(3 -4)
(Actual Feb Expenses)
9. Unpaid Requ est for Payment Previous ly S ubm itted
10 . Amount of This Request (7-8 & 9)
D
I. MARS -Purchasin g Request
A. MARS IN PUT: Vendor/PO Number/Requi sition Number
B. Fund/ Account/Cen ter
C. Total Amount of this Requ est
SE ONm
1. Verification
A. Proj ect Coordina tor:
B. Compliance:
C. Accounting:
2. Authorization
A. Sr. Admin. S rvices :
B. C ommunity Dev. Manager
C. Hou si ng Director
IF OVER $8,500.00
Charletra Hurt
Barbara Asbury
Stephen Thomas
Socorro dray
Rob in Bentley
Jesus "Jay" C hapa
Program Name:
Contract Number: ____ Report Period :
Date of Request:
Curr-ent
$ _____ o._oo_
$ _____ o._oo_
$ 0.00
$ -----0.-00-
$ 0.00 -------
$ ____ o_.o_o
$ _____ o_.o_o
$ n/a
$ 0.00 -------$ 0.00 -------$ 0.00 -------$ _____ o_.o_o
$ ____ o_.o_o
$ ____ o_.o_o
$ 0.00
$ ----0-.0-0
$ 0.00 ------
$ 0.00 ------$ ____ o_.o_o
AGENCY
EXHIBIT I
CITY OF FORT WORTH
HOUSING AN D ECONOMIC DEVELOPMENT D EPARTMENT
MANAGEMENT AND BUDGET DlVISION
EXPENDITURES WORKSHEET
CONTRACT NO. DATE
PROGRAM
______ TO
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CHECK
DATE # PAYEE DESCRIPTION ACC OUNT NO. AMOUNT
TOTAL
Sub -Contractors Certification: I certify that the costs incurred are taken from the books of accounts and that such costs are valid
and consistent with the terms of the agreement.
NAME and TITLE OF AUT HORIZED OFFICER SIG NATURE and DATE
-
AGENCY
PROGRAM
EXHIBITH
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
MANAGEMENT AND BUDGET DIVISION
DETAIL STATEMENT OF COSTS
CONTRACT NO.
TO
DATE
~~~~~~RE-P-ORTPE~R~IO~D,--~~~~-
PROGRAM MONTHLY CUMULATIVE
COST CATEGORY ACCOUNT BUDGET EXPENDITURES TO DATE BALANCE
CONTRACTUAL SERVICES
Contractual Services
TOTAL ---
Sub-Contractors Certification : I certify that the costs incurred are taken from the books of accou nt s and that s uc h costs are va lid
an d consistent with the terms of the agreement.
NAME and TITLE OF AU THORIZED OFFICER SIGNATURE and DATE
-
Federal Labor Standards Provisions
Appllcablllty
The Project or Program to which the construction work
covered by this contract pertains is being assisted by the
United States of Amer i ca and the following Federal Labor
Standards Provisions are included in this Contract
pursuant to the provisions appl i cable to such Federal
ass i stance .
A. 1. (I) Minimum Wages . All laborers and mechanics
employed or working upon the site of the work , will be paid
unconditionally and not less often than once a week . and
w it hout subsequent deduction or rebate on any account
(except such payroll deductions as are permitted by
regulations issued by the Secretary of Labor under the
Copeland Act (29 CFR Part 3), the full amount of wages
and bona fide fringe benefits (or cash equivalents thereof )
due at t i me of payment computed at rates not less than
those contained i n the wage determination of the
Secretary of Labor wh ich is attached hereto and made a
part hereof. regardless of any cont r actual relat i onship
which may be alleged to exist between the contractor and
such laborers and mechanics . Contributions made or
costs reasonably anticipated for bona fide fringe benefits
under Section l(b )(2) of the Davis-Bacon Act on behalf of
laborers or mechanics are considered wages paid to such
laborers or mechanics. subject lo the provisions of 29 CFR
5 .5 (a)(1 )(iv); also , regular contributions made or costs
incurred for more than a weekly period (but not less often
than quarterly ) under plans , funds , or programs , which
cover the particular weekly period , are deemed to be
constructively made or incurred during such weekly period .
Such laborers and mechan i cs shall be paid the appropriate
wage rate and fr inge benefits on the wage determination
for the classification of work actually performed , without
regard to skill , except as provided in 29 CFR 5 .5(a )(4 ).
Laborers or mechanics performing work in more than one
classification may be compensated at the rate specified for
each classificat io n for the lime actually worked therein :
Provided , That the employer 's payroll records accu rately
set forth the t i me spent in each classificat i on in wh i ch
work is performed . The wage determ i nation (including any
additional classification and wage rates conformed under
29 CFR 5 .5 (a)(1)(ii) and the Davi s -Bacon poster (WH-
1321) shall be posted at all times by the contractor and its
subcontractors at the site of the work in a prominent and
accessible , place where it can be easily seen by the
workers .
(II) (a) Any class of laborers or mechanics wh i ch i s not
listed in the wage determination and which is to be
employed under the contract shall be classified in
conformance with the wage determination . HUD shall
app r ove an additional classification and wage rate and
fringe benefi ts therefor only when the following criteria
have been met :
U.S. Department of Housing
and Urban Development
Office of Labor Relations
(1) The work to be performed by the classification
requested is not performed by a class i fication In the wage
determination ; and
(2) The classification is utilized in the area by the
construction industry ; and
(3) The proposed wage rate . including any bona fide
fringe benefits , bears a reasonable relationship to the
wage rates contained in the wage determ i nation .
(b) If the contractor and the laborers and mechanics to be
employed in the classification (if known), or their
representatives , and HUD or its designee agree on the
classification and wage rate (including the amount
designated for fringe benefits where appropriate). a report
of the action taken shall be sent by HUD or its designee to
the Administrator of the Wage and Hour Divi s i on .
Employment Standards Administration , U .S . Department of
Labor . Washington . D .C . 20210 . The Administrator , or an
authorized representative , wil l approve , modify , or
disapprove every additional classification action within 30
days of receipt and so advise HUD or its designee or will
notify HUD or its designee within the 30-day period that
additional time is necessary . (Approved by the Office of
Management and Budget under 0MB control number 1215-
0140 .)
(c) In the event the contractor , the laborers or mechanics
to be employed in the classificat ion or the ir
representatives . and HUD or its designee do not agree on
the proposed classification and wage rate (including the
amount designated for fringe benefits , where appropriate ).
HUD or i ts designee shall refer the questions , including
the views of all interested part ies and the recommendation
of HUD or its designee . to the Administrator for
determination . The Administrator . or an authorized
representat i ve , will issue a determination within 30 days of
receipt and so advise HUD or its designee or will not i fy
HUD or its designee within the 30-day period that
additional time is necessary . (Approved by the Office of
Management and Budget under 0MB Control Number
1215-0140 .)
(d) The wage rate (including fringe benefits where
appropriate ) determ i ned pursuant to subpa r agraphs
(1)(ii)(b) or (c) of this paragraph, shall be paid to all
workers performing work in the class i fication under this
contract from the first day on wh i ch work i s performed in
the classifi cation .
(Ill) Whenever the minimum wage rate prescr i bed in the
contract for a class of laborers or mechanics i ncludes a
fringe benefit which is not expressed as an hourly rate . the
contractor shall either pay the benefit as staled in the
wage determ i nat i on or shall pay another bona fide fringe
benefit or an hourly cash equivalent thereof .
(Iv) If the contractor does not make payments to a trustee
or other third person . the contractor may consider as part
Previous editions are obsolete Page 1 of 5
form HUD4010 (06/2009)
ref . Handbook 1344 .1
of the wages of any laborer or mechanic the amount of any
costs reasonably anticipated in providing bona fide fringe
benefi ts under a plan or program . Provided , That the
Secretary of Labor has found , upon the written request of
the contractor , that the appl i cable standards of the Davis -
Bacon Act have been met. The Secretary of l abor may
require the contractor to set aside in a separate account
assets for the meeting of obligat i ons under the plan or
program . (Approved by the Office of Management and
Budget under 0MB Control Number 1215-0140 .)
2 . Withholding . HUD or its designee shall upon its own
action or upon written request of an author i zed
representative of the Department of Labor withhold or
cause to be withheld from t he contractor under this
contract or any other Federal contract with the same prime
contractor . or any other Federally-ass i sted contract
subject to Davis-Bacon prevailing wage requirements .
which is held by the same prime contractor so much of the
accrued payments or advances as may be considered
necessary to pay laborers and mechanics , including
apprentices , trainees and helpers , employed by the
contractor or any subcontractor the full amount of wages
required by the contract In the event of failure to pay any
laborer or mechanic , including any apprentice , trainee or
helper , employed or working on the site of the work . all or
part of the wages required by the contract. HUD or its
designee may , after written notice to the contractor,
sponsor , appl i cant , or owner . take such action as may be
necessary to cause the suspension of any further
payment , advance , or guarantee of funds until such
violations have ceased . HUD or its des i gnee may , after
written notice to the contractor , disburse such amounts
withheld for and on account of the contractor or
subcontractor to the respective employees to whom they
are due . The Comptroller General shall make such
disbursements in the case of direct Davis-Bacon Act
contracts .
3 . (I) Payrolls and basic records. Payrolls and basic
records relating thereto shall be maintained by the
contractor during the course of the work preserved for a
period of three years thereafter for all laborers and
mechanics working at the site of the work . Such records
shall contain the name , address . and social security
number of each such worker , his or her correct
classifi cation , hourly rates of wages paid (including rates
of contribut i ons or costs antic i pated for bona fide fringe
benefits or cash equivalents thereof of the types described
in Section l(b)(2 )(B ) of the Davis-bacon Act), daily and
weekly number of hours worked , deductions made and
actual wages pa i d . Whenever the Secretary of labor has
found under 29 CFR 5 .5 (a)(l)(iv) that the wages of any
laborer or mechanic include the amount of any costs
reasonably anticipated in providing benefits under a plan
or program described in Secti on l(b)(2)(B) of the Davis-
Bacon Act , the contractor shall maintain records which
show that the commitment to provide such benefits is
enforceable , that the plan or program is financially
responsible , and that the plan or program has been
Previous editions are obsolete
communicated in writing to the laborers or mechanics
affected , and records which show the costs anticipated or
the actual cost incurred in providing such benefits .
Contracto r s employing apprentices or tra i nees under
approved programs shall maintain written evidence of the
registration of apprenticeship programs and certification o f
trainee programs , the registration of the apprentices and
trainees , and the ratios and wage rates prescribed in the
applicable programs . (Approved by the Office of
Management and Budget under 0MB Control Numbers
1215-0140 and 1215-0017 .)
(II) (a) The contractor shall submit weekly for each week
in which any contract work is performed a copy of all
payrolls to HUD or its deslgnee if the agency is a party to
the contract, but if the agency is not such a party . the
contractor wil l submit the payrolls to the applicant
sponsor. or owner . as the case may be , for transmission to
HUD or its designee . The payrolls submitted shall set out
accurately and completely all of the information required
to be maintained under 29 CFR 5 .5(a)(3)(i ) except that full
social security numbers and home addresses shall not be
included on weekly transmittals . Instead the payrolls shall
only need to include an individually identifying number for
each employee (e .g ., the last four digits of the employee 's
social security number). The required weekly payroll
information may be submitted in any form desired .
Optional Form WH -347 is available for this purpose from
the Wage and Hour Division Web site at
http://www . do!. qoylesalwhdlformstwh347instr. htm or its
successor site . The prime contractor is responsible for
the submission of copies of payrolls by all subcontractors .
Contractors and subcontractors shall maintain the full
social security number and current address of each
covered worker . and shall provide them upon request to
HUD or its designee if the agency is a party to the
contract , but if the agency is not such a party , the
contractor will submit the payrolls to the applicant
sponsor . or owner , as the case may be , for transmission to
HUD or its designee , the contractor , or the Wage and Hour
Division of the Department of labor for purposes of an
investigation or aud it of compliance with prevail i ng wage
requirements . It is not a violation of this subparagraph for
a prime contractor to require a subcontractor to provide
addresses and soc i al security numbers to the prime
contractor for its own records . without weekly submission
to HUD or its des i gnee . (Approved by the Office of
Management and Budget under 0MB Control Number
1215-0149 .)
(b) Each payroll submitted shall be accompanied by a
·statement of Compliance ," signed by the contractor or
subcontractor or his or her agent who pays or supervises
the payment of the persons employed under the contract
and shall cert i fy the following :
(1) That the payroll for the payroll period contains the
information required to be provided under 29 CFR 5 .5
(a)(3)(ii), the appropriate information is being maintained
under 29 CFR 5 .5(a)(3)(i). and that such information is
correct and complete :
Page 2 of 5
form HUD-4010 (06/2009)
ref. Handbook 1344 .1
(2) That each laborer or mechanic (including each helper .
apprentice . and trainee) employed on the contract during
the payroll period has been paid the full weekly wages
earned . without rebate . either directly or indirectly , and
that no deductions have been made either directly or
ind i rectly from the full wages earned . other than
permissible deduct i ons as set forth in 29 CFR Part 3 ;
(3) That each laborer or mechan i c has been paid not less
than the applicable wage rates and fringe benefits or cash
equ i valents for the classification of work performed . as
specified in the applicable wage determ i nation
inco rporated into the contrac t.
(c) The weekly submission of a properly executed
certif i cation set forth on the reverse side of Optional Form
WH-347 shall satisfy the requirement for submission of the
"Statement of Compliance " required by subparagraph
A .3 .(i i)(b ).
(d) The fals ific ation of any of the above certifications may
sub j ect the contractor or subcontractor to c i vil or crimina l
prosecution under Sect ion 1001 of Title 18 and Sect i on
231 of Title 31 of the United States Code .
(Ill) The co ntractor o r subcontractor shall make the
records required under subparagraph A .3 .(i) available for
inspection . copy i ng , or transcription by authorized
representatives of HUD or its designee o r the Department
of Labor . and shall permit such representatives to
interview employees during working hours on the job . If
the contractor o r subcontractor fails to submit the required
records or to make them ava il able , HUD o r its des i gnee
may . after wr i tten notice to the contractor . sponsor .
applicant or owner . take such action as may be necessary
to cause the suspension of any further payment . advance .
or guarantee of funds . Furthermore , failure to submit the
required records upon request or to make such records
available may be grounds fo r debarment action pursuant to
29 CFR 5 .12 .
4. Apprentices and Trainees .
(I) Apprentices. Apprentices will be permitted to work at
less than the predetermined rate for the work they
perfo rmed when they are employed pursuant to and
indivi dually r egistered i n a b o na fide apprenticeship
prog r a m registered with the U .S . Department of Labor ,
Employment and Training Administration , Office of
Apprent ic eship Training , Employer and Labor Services , or
with a State Apprenticeship Agency recogn i zed by the
Office , or if a person is employed in his or her first 90
days of probat i onary employment as an apprent ice in such
an apprenticesh i p p ro gram . who is not individually
registered in the prog r am . but who has been certified by
the O ffice of Apprenticeship Tra i n i ng , Empl oyer and Labor
Serv ic es or a State Apprent i cesh i p Agency (where
appropriat e) to be eligible for probationary employment as
an apprentice . The allowable ratio of apprenti ces to
journeymen on the job site i n any craft classification shall
not be greater tha n the rat i o permitted to the contractor as
to the entire work force under the reg is tered program . Any
worker l is ted on a pay ro ll at an apprentice wage rate , who
Previous edit ions are obsolete
is not reg is tered or otherwise employed as stated above .
shall be pa i d not less than the applicable wage rate on the
wage determ i nation for the classification of work actually
performed . In addition , any apprentice perform i ng work on
the job site in excess of the ratio perm itted under the
r egistered program shall be paid not less than the
applicable wage rate on the wage determination for the
work actually performed . Where a contractor is performing
construction on a project in a locality other than that in
which its program is registered , the ratios and wage rates
(expressed i n percentages of the journeyman's hourly
rate) spec ified in the contractor 's or subcontractor 's
registered program shall be observed . Every apprentice
must be paid at not less than the rate specified in the
registered program for the apprentice 's level of progress ,
expressed as a percentage of the j ourneymen hourly rate
specified in the applicable wage determination .
Apprentices shall be pa i d fr i nge benefits in accordance
with the provisions of the apprent i ceship program . If the
apprenticeship program does not specify fringe benefits .
apprentices must be paid the f u ll amount of fringe benefits
listed on the wage determination for the appl i cable
classification . If the Admin istrator determines that a
different practice prevails for the appl i cable apprent i ce
classification . fringes shall be paid i n accordance with that
determination . In the event the Office of Apprent i cesh i p
Training , Employer and Labor Services , or a State
Apprenticeship Agency recognized by the Office .
withdraws approval of an app r enticeship program . the
contractor will no longer be perm i tted to utilize
app r entices at less than the applicab l e predeterm i ned rate
for the work performed unt il an a cceptable program is
approved .
(II) Trainees . Except as provided in 29 CFR 5 .16 .
trainees will not be permitted to work at less than the
predetermined rate for the work performed unless they are
employed pursuant · ,to and individually registered in a
program which has received pri or approval . evidenced by
formal certifi cation by the U .S . Department of Labor .
Employment and Tra i ning Admin i stration . The ratio of
trainees to journeymen on the job site shall not be greater
than permitted under the plan approved by the
Employment and Training Administration. Every trainee
must be pa id at not less than the rate spec i fied i n the
approved program for the trainee 's level of progress ,
expressed as a percentage of the journeyman hourly rate
spec i f i ed in the appli c able wage determ i nat ion . Trainees
shall be paid fringe benefits in accordance with the
provisions of the trainee program . If the trainee program
does not ment i on fringe benefits . trainees shall be paid
the full amount of fringe benefits listed on the wage
determinati on unless the Administrator of the Wage and
Hour Division determ i nes that there is an app r ent ices hip
program associated w ith the corresponding journeyman
wage rate on the wage determ i nation which provides for
less than full fr i nge benefits for apprentice s . Any
employee listed on the payroll at a trainee rate who is not
registered and part icipat i ng in a training plan approved by
Page 3 of 5
lorn, HUD ... 010 (06/2009)
ref . Handbook 1344 .1
the Employment and Training Administration shall be paid
not less than the applicable wage rate on the wage
determination for the work actually performed . In addition ,
any trainee performing work on the Job s i te in excess of
the ratio permitted under the registered program shall be
paid not less than the applicable wage rate on the wage
determination for the work actually performed . In the
event the Employment and Training Administration
withdraws approval of a training program , the contractor
will no longer be perm itted to utilize tra i nees at l ess than
the applicable predeterm i ned rate for the work performed
until an acceptable program is approved .
(Ill) Equal employment opportunity. The utilization of
apprentices . trainees and journeymen under 29 CFR Part 5
shall be in conformity w i th the equal employmen t
opportunity requ i rements of Executive Order 11246 . as
amended . and 29 CFR Part 30 .
5 . Compliance with Copeland Act requirements . The
contractor shall comply with the requirements of 29 CFR
Part 3 which are incorporated by reference in this contract
6 . Subcontracts. The contractor or subcontractor will
insert in any subcontracts the clauses contained in
subparagraphs 1 through 11 in this paragraph A and such
other clauses as HUD or its designee may by appropriate
instructions require . and a copy of the applicable
prevailing wage decision . and also a clause requiring the
subcontractors lo include these clauses in any tower tier
subcont r acts . The prime contractor shall be responsible
for the compliance by any subcontractor or tower tier
subcontractor w i th all the contract clauses in this
paragraph .
7 . Contract termination; debarment . A breach of the
contract clauses in 29 CFR 5 .5 may be grounds for
term i nation of the contract and for debarment as a
contractor and a subcontractor as provided in 29 CFR
5 .12 .
8. Compliance with Davis-Bacon and Related Act Requirements .
All rulings and i nterpretations of the Davis-Bacon and
Related Acts contained i n 29 CFR Parts 1 . 3, and 5 are
herein i ncorporated by reference in this contract
9. Disputes concerning labor standards . Disputes
arising out o f the tabo r standards prov isions of this
contract shall not be subject to the general disputes
clause of th i s contract . Such disputes shall be resolved in
accordance with the procedures of the Department of
Labor set forth i n 29 CFR Parts 5 , 6 , and 7 . Disputes
w i th i n the meaning of th i s clause include disputes between
the contractor (or any of its subcontractors) and HUD or
its designee , the U .S . Department of Labor , or the
employees or their representatives .
10. (I) Certification of Eliglblllty . By enteri ng into this
contract the contractor cert i fies that neither it (nor he or
she) nor any person or firm who has an i nterest in the
contracto r's firm is a person or firm i neligible to be
awarded Government contracts by v i rtue of Section 3(a) of
the Davis -Bacon Act or 29 CFR 5 .12(a)(1) or to be
Previous editions are obsolete
awarded HUD contracts or pa r ticipate in HUD programs
pursuant to 24 CFR Part 24 .
(II) No part of this contract shall be subcontracted to any
person or firm inelig i ble for award of a Government
contract by virtue of Section 3(a ) of the Davis-Bacon Act
or 29 CFR 5 . 12(a )( 1) or to be awarded HUD contracts or
participate in HUD programs pursuant to 24 CFR Part 24 .
(Ill) The penalty for making false statements is prescribed
in the U .S . Criminal Code , 18 U .S .C . 1001 . Additionally .
U .S . Criminal Code , Sect i on 1 01 0 , Title 18 , U .S .C ..
"Federal Housi ng Administration transact i ons ·. prov i des in
part: "Whoever . for the purpose of . . influenci ng in any
way the action of such Administration ..... makes , utters or
publishes any statement knowing the same lo be false .....
shalt be fined not more than $5 ,000 or impri soned not
more than two years , or both ."
11 . Com plaints , Proceedings , or Testimony by
Employees . No laborer or mechan i c to whom the wage ,
sala ry . or other labor standards provisions of this Contract
are applicable shall be discharged or in any other manner
discriminated against by the Contractor or any
subcontractor because such employee has filed any
complaint or instituted or caused to be instituted any
proceed i ng or has testified or is about to testify in any
proceeding under or relating to the labor standards
applicable under this Contra c t to his employer .
B . Contract Work Hours and Safety Standards Act The
provisions of this paragraph B are applicable where the amount of the
prime contract exceeds $100,000. As used in this paragraph. the
terms "laborers" and ·mechanics " include watchmen and guards .
(1) Overtime requirements . No contractor or subcontractor
contracting for any part of the contract work which may require or
involve the employment of laborers or mechanics shall requ ire or
permit any such labore r or mechanic in any workweek in which the
ind ividual is employed on such work to work in excess of 40 hours in
such workvveek unless such labo rer or mechanic rece ives
compensation at a rate not less than one and one -half times the bas ic
rate of pay for all hours worked in excess of 40 hours in such
wor1<week .
(2) Violation ; llablllty for unpaid wages ; liquidated
damages. In the event of any violation of the clause set
forth in subparagraph (1) of this paragraph , the contractor
and any subcontractor responsible therefor shall be liable
for the unpaid wages. In addition , such contractor and
subcontractor shalt be liable to the United States (in the
case of work done under contract for the District of
Columbia or a territory , to such District or to such
territory). for liquidated damages . Such liquidated
damages shall be computed with respect to each individual
laborer or mechan i c , including watchmen and guards ,
employed in violation of the clause set forth i n
subparagraph ( 1) of this paragraph , in the sum of $10 for each
calendar day on wh ich such individual was required or pem,itted to
work in excess of the standard workweek of 40 hours without payment
of the overtime wages required by the clause set forth in sub
paragraph (1) of this paragraph .
Page 4 of 5
form HUD-4010 (06/2009)
ref . Handbook 1344 .1
(3) Wlthholdlng for unpaid wagH and llquldated
damages. HUD or its designee shall upon its own action
or upon written request of an authorized representative of
the Department of Labor withhold or cause to be withheld ,
from any moneys payable on account of work performed by
the contractor or subcontractor under any such contract or
any other Federal contract with the same prime contract,
or any other Federally-assisted contract subject to the
Contract Work Hours and Safety Standards Act which Is
held by the same prime contractor such sums as may be
determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth in
subparagraph (2) of this paragraph .
(4) Subcontracts. The contractor or subcontractor shall
Insert in any subcontracts the clauses set forth in
subparagraph (1) through (4) of this paragraph and also a
clause requiring the subcontractors to include these
clauses in any lower tier subcontracts . The prime
contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses
set forth in subparagraphs (1) through (4) of this
paragraph .
C . Health and Safety . The provisions of this paragraph C are
applicable where the amount of the prime contract exceeds S 100,000 .
(1) No laborer or mechanic shall be required to work in
surroundings or under working conditions which are
unsanitary , hazardous , or dangerous to his health and
safety as determined under construction safety and health
standards promulgated by the Secretary of Labor by
regulation .
(2) The Contractor shall comply with all regulations
issued by the Secretary of Labor pursuant to Title 29 Part
1926 and failure to comply may result In imposition of
sanctions pursuant to the Contract Work Hours and Safety
Standards Act , (Public Law 91-54 , 83 Stat 96). 40 USC
3701 et sea .
(3) The contractor shall include the provisions of this
paragraph In every subcontract so that such provisions will
be binding on each subcontractor . The contractor shall
take such action with respect to any subcontractor as the
Secretary of Housing and Urban Development or the
Secretary of Labor shall direct as a means of enforcing
such provisions .
Previous editions are obsolete
Page 5 of 5
form HUD-4010 (06/2009)
ref. Handbook 1344.1
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/14/2010
DATE: Tuesday , September 14 , 2010 REFERENCE NO.: C-24455
LOG NAME: 17BEATY STREET APARTMENTS-ADDITIONAL FUNDING
SUBJECT:
Conduct a Public Hearing and Authorize a Change in Use and Expenditure of an Additional $339 ,500.00 of
Neighborhood Stabilization Program Funds to the Tarrant County Housing Partnership for a Total of
$1,699,755.00 for the Acquisition and Development of the Beaty Street Apartments Located in the 5500
Block of Beaty Street (COUNCIL DISTRICT 8)
RECOMMENDATION:
t is recommended that the City Council:
1. Conduct a public hearing to allow citizen input regarding the
~roposal to amend the City's Neighborhood Stabilization Program
Plan and the intent to change the use of $339,500.00 of
eighborhood Stabilization Program funds;
. Authorize a change in use and expenditure of an additional
$339,500.00 in Neighborhood Stabilization funds to Tarrant
County Housing Partnership in the form of a subordinate
, orgivable loan totaling $1,699,255.00 for the acquisition and
tlevelopment of the Beaty Street Apartments located in the 5500
· W h T xas.
DISCUSSION:
On November 11, 2008, City Council approved the City's plan for
se of $6,307 .433.00 of Neighborhood Stabilization Program
(NSP) grant funds awarded by the United States Department of
1ffousing and Urban Development (HUD) as authorized by the
ousing and Economic Recovery Act of 2008 for the purpose of
assisting in the redevelopment of foreclosed and abandoned houses
d multifamily residential properties (M&C G-16358). The NSP
equires that not less than 25 percent of the City's total award of
SP grant funds, or a minimum of $1,584,953.00, be allocated to
benefit low-income households earning less than 50 percent of
~ea Median Income (AMI) as defined by HUD. The City has
actively marketed the program to households earning less than 50
percent AMI, but has not received sufficient applications from
individuals and families eligible for this set aside portion of the
NSP grant in order to assure the timely expenditure of this portion
of the NSP grant funds.
On July 13, 2010, the City Council approved the change in use and
expenditure of $1,360,255.00 of the City's NSP grant funds set
aside for households earning less than 50 percent AMI to the
arrant County Housing Partnership for the acquisition and
clevelopment of the Beaty Street Apartments located in the 5500
lock of Beaty Street (M&C C-24344). The project consists of the
cquisition and rehabilitation of 73 foreclosed multi-family units
nto 64 multi-family units. The 64 units proposed for the project
ill provide quality, affordable and accessible housing to
,· ndividuals earning 50 percent or less of AMI which would
· ncrease the total number of very low income households served b
the NSP program. The City's NSP funds are in the form of a
ubordinate loan which will be forgiven at the end of the 20 year
fordability period provided all conditions of the contract and the
NSP program have been met.
Staff proposes that an additional $339,500.00 of the NSP funds set
side for households earning less than 50 percent AMI be
reallocated to the Beaty Street Apartments project. The Tarrant
ounty Housing Partnership has applied to the Texas Department
of Housing and Community Affairs (TDHCA) for a grant of
HCA's NSP funds to be used for the remaining costs of the
project including design and construction costs. Total project cost
·s currently estimated at $3,340,700.00 including the City's
1,699,755.00 of NSP funds. Existing tenants of the Beaty Street
rA partments, now owned by a lender after foreclosure, will be
elocated in accordance with federal Uniform Relocation Act
taff recommends the reallocation of $339,500.00 in additional
ity NSP funds to the Tarrant County Housing Partnership in the
orm of a subordinate loan totaling $1,699,755.00. This
expenditure of NSP funds is conditioned upon satisfactory
completion of an environmental review per 24 CFR Part 58 and
receipt of an authorization to use grant funds from HUD . A notice
f public hearing and request for public comment regarding the
· ntent to change use of federal grant funds was held from August
0, 2010 to September 13, 2010. Any comments are maintained by
he Housing and Economic Development Department in
ccordance with federal regulations.
FISCAL INFORMATION :
fbe Financial Management Services Director certifies that funds
are available in the current operating budget, as appropriated, of
he Grants Fund.
FUND CENTERS:
TO Fund/AccounUCenters
GR76 539120 017206323040
CERTIFICATIONS:
FROM Fund/AccounUCenters
$339,500.00 GR76 539120 017206323020
Submitted for City Mana2er's Office by: Thomas Hi gg in s (6 192)
Jay Chapa (5804) Ori2inatin2 Department Head:
$339,500.00
•
Additional Info . rmatJon Contact: Rya n Haden (7329)
ATTACHMENTS
1. available fund,PDF
Promissory Note
Neighborhood Stabilization Program Funds
Date: September 19, 2011
Borrower: Tarrant County Housing Partnership, Inc.
Borrower's Mailing Address:
Tarrant County Housing Partnership, Inc.
3204 Collinsworth Street
Fort Worth TX 76107
With a copy to:
Harris, Finley & Bogle, P.C.
777 Main Street, Suite 3600
Fort Worth, TX 76102
Attn: Ken Adair
Lender: City of Fort Worth, a Texas municipal corporation
Place for Payment:
City of Fort Worth Housing and Economic Development Department
Attn: Cynthia Garcia
1000 Throckmorton Street
Fort Worth, Tarrant County, Texas 76102, or any other place that Lender may
designate in writing.
Principal Amount: $1,699,755.00
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to the
Neighborhood Stabilization Program ("NSP") authorized under Title III of
Division B of the Housing and Economic Recovery Act of 2008, Public Law 110-
289, and any related laws, regulations , and notices (the "NSP Requirements")
with NSP funds.
Annual Interest Rate: Zero Percent (0 % )
Maturity Date: The expiration of the Affordability Period described in City Secretary
Contract No . 4:J.;L~ D dated September:;2.0 , 2011 between the
Borrower and Lender (the "Contract") for the Beaty Street
Apartments project.
Annual Interest Rate on Matured, Unpaid Amounts: Twelve Percent (12%)
PROMISSORY NOTE -NSP FUNDS Page 1
Tarrant County Housing Partnership, Inc. rev.09-13-11
,q _7 -,2 p 1;:C~ l "l -~ ~
Terms of Payment:
The Principal Amount is a forgivable deferred payment loan. Payment of the Principal
Amount will only be required if any of the following conditions occur: (i) the Project is not
maintained and operated as affordable housing as described in the Contract for the duration of
the Affordability Period, or (ii) Borrower does not comply with any of the terms of this Note or
the Deed of Trust securing it.
This Note is the Note required in the Contract and has been executed and delivered in
accordance with it. The fund s advanced by Lender are NSP funds and the Contract requires
that all residential rental units located on the Property not assisted with HOME funds must
qualify and remain affordable rental housing in accordance with the NSP Requirements for
the 20 year Affordability Period more particularly defined in the Contract. The obligations
described in the Contract pertaining to the NSP Requirements including the Affordability
Period, as well as the Loan evidenced by this Note , will be in default if the residential rental
units more particularly described in the Contract do not remain affordable rental housing for
the duration of the Affordability Period. In the event of such default , Lender may invoke any
remedies provided in the Contract or the Deed of Trust Security Agreement -Financing
Statement for default.
Security for Payment: This Note is secured by a Deed of Trust Security Agreement -
Financing Statement dated September 19 , 2011 from Borrower to Vicki S. Ganske , Trustee
or Leann D . Guzman, Trustee (the "Deed of Trust") which covers the following real property
(the "Property"):
Being Tracts I - X in Forty Oaks, an addition to the City of Fort Worth,
Tarrant County, Texas more particularly described in the attached Exhibit
"A " incorporated herein by reference for all purposes.
Other Security for Payment: As set forth in the Contract
If the Principal Amount is not forgiven , Borrower promises to pay to the order of
Lender the Principal Amount plus interest. In that event, this Note is payable at the Place for
Payment and according to the Terms of Payment. All unpaid amounts are due by the Loan
Maturity Date. After the Loan Maturity Date , Borrower promises to pay any unpaid principal
balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts.
If Borrower defaults in the payment of this Note or in the performance of its
obligations under the Contract or the NSP Requirements or in the performance of any
obligation in any instrument securing or collateral to this Note, Lender may invoke any
remedies provided herein or in the Deed of Trust for default. Notwithstanding any other
provision of this Note, in the event of a default, before exercising any of Lender's remedies
under this Note or any deed of trust with security agreement securing or collateral to it,
Lender will first give Borrower written notice of default and Borrower will have 10 days
PROMISSORY NOTE -NSP FUNDS
Tarrant County Housing Partnership, Inc.
Page 2
rev.09-13-11
after notice is given in which to cure the default. If the default is not cured 10 days after
notice, Borrower and each surety, endorser, and guarantor waive all demand for payment,
presentation for payment, notice of intention to accelerate maturity, notice of acceleration of
maturity, protest, and notice of protest, to the extent permitted by law.
Notwithstanding anything to the contrary, if a monetary event of default occurs under
the terms of any of the Loan documents, prior to exercising any remedies Lender shall give
Borrower written notice of such default. Borrower and each of the general and limited partners
on behalf of Borrower shall have a period of 10 days after such notice is given within which to
cure the default prior to exercise of remedies by Lender under the Loan documents.
Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the
terms of any of the Loan documents , prior to exercising any remedies, Lender shall give
Borrower written notice of such default. If the default is reasonably capable of being cured
within 30 days , Borrower shall have such period to effect a cure prior to exercise of remedies
by Lender under the Loan documents. If the default is such that it is not reasonably capable of
being cured within 30 days, and if Borrower (a) initiates corrective action within said period,
and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then
Borrower shall have such additional time as is reasonably necessary to cure the default prior to
exercise of any remedies by Lender. In no event shall Lender be precluded from exercising
remedies if its security becomes or is about to become materially jeopardized by any failure to
cure a default or the default is not cured within 180 days after the first notice of default is given.
Borrower also promises to pay reasonable attorney's fees and court and other costs if
this Note is placed in the hands of an attorney to collect or enforce the Note. These expenses
will bear interest from the date of default at the Annual Interest Rate on Matured, Unpaid
Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for
Payment. These expenses and interest will become part of the debt evidenced by the Note
and will be secured by any security for payment.
Interest on the debt evidenced by this Note will not exceed the maximum rate or
amount of non-usurious interest that may be contracted for, taken, reserved, charged, or
received under law. Any interest in excess of that maximum amount will be credited on the
Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration
or required or permitted prepayment, any excess interest will be canceled automatically as of
the acceleration or prepayment or, if the excess interest has already been paid , credited on the
Principal Amount or, if the Principal Amount has been paid, refunded. This provision
overrides any conflicting provisions in this Note and all other instruments concerning the
debt.
Each Borrower, as applicable, is responsible for all obligations represented by this
Note.
When the context requires, singular nouns and pronouns include the plural.
PROMISSORY NOTE -NSP FUNDS
Tarrant County Housing Partnership, Inc.
Page3
rev.09-13-11
The indebtedness evidenced by this Note is and shall be subordinate in right of payment
to the prior payment in full of the indebtedness to be hereafter evidenced by (i) a promissory
note in the original principal amount of $530 ,000.00 made by Borrower and payable to Wells
Fargo Bank, N.A., and (ii) a Promissory Note in the original principal amount of $1,000,000.00
made by Borrower and payable to Lender ( collectively, the "Senior Indebtedness"). The Deed of
Trust securing this Note is and shall be subject and subordinate in all respects to the liens, terms ,
covenants and conditions of the deeds of trust or mortgages securing the Senior Indebtedness.
The rights and remedies of the payee and each subsequent holder of this Note under the Deed of
Trust securing this Note are subject to the liens, terms, covenants and conditions of the deeds of
trust or mortgages securing the Senior Indebtedness.
Subject to any cure periods provided in the documents evidencing the Senior
Indebtedness , ifthere is a default in payment of any part of principal or interest of the Senior
Indebtedness or a breach of any covenants contained in any instruments securing it, the debt
evidenced by this Note will immediately become payable at the option of Lender. If
Borrower fails to perform any of Borrower's obligations in the promissory note evidencing
the Senior Indebtedness or in any instruments securing same, Lender may perform those
obligations and be reimbursed by Borrower, on demand, at the Place for Payment for any
amounts advanced, including attorney's fees, plus interest on those amounts from the date of
payment at the Annual Interest Rate on Matured, Unpaid Amounts. The amount to be
reimbursed will be secured by all instruments securing this Note.
If any installment becomes overdue for more than fifteen (15) days , at Lender's option
a late payment charge of five percent (5%) of the amount then due may be charged in order to
defray the expense of handling the delinquent payment.
A default exists under this Note if (1) Borrower fails to timely pay or perform any
obligation or covenant in any written agreement between Lender and Borrower; (2) any
warranty, covenant, or representation in this Note or in any other written agreement between
Lender and Borrower is materially false when made; (3) a receiver is appointed for Borrower,
or any property on which a lien or security interest is created as security (the "Collateral
Security") for any part of this Note ; (4) any Collateral Security is assigned for the benefit of
creditors other than the holder(s) of the Senior Indebtedness ; (5) a bankruptcy or insolvency
proceeding is commenced by Borrower; (6) (a) a bankruptcy or insolvency proceeding is
commenced against Borrower and (b) the proceeding continues without dismissal for 90
days , the party against whom the proceeding is commenced admits the material allegations of
the petition against it, or an order for relief is entered; (7) any of the following parties is
dissolved, begins to wind up its affairs , is authorized to dissolve or wind up its affairs by its
governing body or persons, or any event occurs or condition exists that permits the
dissolution or winding up of the affairs of any of the following parties: (i) Borrower; and (8)
any Collateral Security is materially impaired by loss , theft, damage, levy and execution,
issuance of an official writ or order of seizure, or destruction , unless it is promptly replaced
with insurance proceeds, collateral security oflike kind and quality or restored to its former
condition.
PROMISSORY NOTE -NSP FUNDS
Tarrant County Housing Partnership, Inc.
Page4
rev.09-13-11
The execution and delivery of this Note are required under the Contract.
If any provision of this Note conflicts with any provision of the Contract, the Deed of
Trust or any other document evidencing the same transaction between Lender and Borrower,
the provisions of the Contract will govern to the extent of the conflict.
This Note will be construed under the laws of the state of Texas without regard to
choice-of-law rules of any jurisdiction.
This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any other
party shall have any personal liability for repayment of the Loan described in the Contract.
The sole recourse of Lender under the Loan documents for repayment of the Loan shall be
the exercise of its rights against the Security for Payment.
[Remainder of Page Intentionally Left Blank]
PROMISSORY NOTE -NSP FUNDS
Tarrant County Housing Partnership, Inc.
Pages
rev.09-13-11
THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE
THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
By:
PROMISSORY NOTE -NSP FUNDS
Tarrant County Housing Partnership, Inc.
PARTNERSHIP,INC.
Page6
rev.09-13-11
EXHIBIT 'A'
LEGAL DESCRIPTION
Tract I:
Lots 16-R and 18-R, Block 14, Forty Oaks, an Addition to the City of Fort Worth, Tarrant
County, Texas, according to the map or plat thereofrecorded in Volume 388-46 , Page 619,
of the Plat Records of Tarrant County, Texas.
Tract II:
Lots 8, 9 and 10, Block 15, Forty Oaks, an Addition to the City of Fort Worth, Tarrant
County, Texas, according to the map or plat thereofrecorded in Volume 388-1, Page 40, of
the Plat Records of Tarrant County, Texas.
Tract III:
Lot 13, Block 14, Forty Oaks , an Addition to the City of Fort Worth, Tarrant County, Texas,
according to the map or plat thereof recorded in Volume 388-1, Page 40, of the Plat Records
of Tarrant County, Texas.
Tract IV:
Lot 15 , Block 14, of Forty Oaks , an Addition to the City of Fort Worth, Tarrant County,
Texas, according to the map or plat thereofrecorded in Volume 388-1, Page 40, of the Plat
Records of Tarrant County, Texas.
Tract V:
Lot 14, Block 14 , of Forty Oaks , an Addition to the City of Fort Worth, Tarrant County,
Texas, according to the map or plat thereof recorded in Volume 388-1, Page 40, of the Plat
Records of Tarrant County, Texas.
Tract VI:
Lot 4 , Block 15, Forty Oaks, an Addition to the City of Fort Worth, Tarrant County, Texas,
according to the map or plat thereof recorded in Volume 3 88-1, Page 40, of the Plat Records
of Tarrant County, Texas.
Tract VII:
Lot 3, Block 15, Forty Oaks, an Addition to the City of Fort Worth, Tarrant County, Texas,
according to the map or platthereofrecorded in Volume 388-1 , Page 40, of the Plat Records
of Tarrant County, Texas.
Tract VIII:
Lot 12 , Block 14 , of Forty Oaks, an Addition to the City of Fort Worth, Tarrant County,
Texas, according to the map or plat thereof recorded in Volume 388-1, Page 40, of the Plat
Records of Tarrant County, Texas .
PROMISSORY NOTE -NSP FUNDS
Tarrant County Housing Partnership, Inc.
Page 7
rev.09-13-11
Tract IX:
Lot 1, Block 15, Forty Oaks , an Addition to the City of Fort Worth, Tarrant County, Texas,
according to the map or plat thereof recorded In Volume 388-1 , Page 40, of the Plat Records
of Tarrant County, Texas.
Tract X:
Lot 2 , Block 15, Forty Oaks, an Addition to the City of Fort Worth, Tarrant County, Texas,
according to the map or plat thereof recorded In Volume 388-1 , Page 40 , of the Plat Records
of Tarrant County, Tex as .
PROMISSORY NOTE -NSP FUNDS
Tarrant County Housing Partnership, Inc.
Page8
rev.09-13-11
~~Ji11I~LTu~¥boDCD'2. '1'1 U, ~ J
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST
IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.
Deed of Trust
Security Agreement -Financing Statement
Neighborhood Stabilization .Program Funds
Terms
Date: September 19, 2011
Grantor: Tarrant County Housing Partnership, Inc., a Texas limited partnership
· Grantor's Mailing Address:
· Tarrant County Housing Partnership, Inc.
3204 Collinsworth Street
Trustee:
Fort Worth, TX 76107
Attn: Donna VanNess
With a copy to:
Harris, Finley & Bogle, P.C.
777 Main Street, Suite 3600
Fort Worth, TX 76102
Attn: Ken Adair
Vicki S. Ganske or Leann D. Guzman
Trustee's Mailing Address:
Lender:
The City Attorney's Office
The City of Fort Worth
1000 Throckmorton St.
Fort Worth TX 76102
Tarrant County
City of Fort Worth, a Texas municipal corporation
Lender's Mailing Address:
City of Fort Worth Housing and economic Development Department
Attn: Cynthia Garcia
1000 Throckmorton Street
DEED OF TRUST -NSP FUNDS
Tarrant County Housing Partnership, Inc .
Page 1
Rev. 09-13-11
Fort Worth, Texas 76102
Tarrant County
Loan Authority:
The loan evidenced by the Note (the "Loan") and secured by this Deed of Trust
Security Agreement -Financing Statement ("Deed of Trust") is being made pursuant
to the Neighborhood Stabilization Program authorized under Title III of the Housing
and Economic Recovery Act of 2008, Public Law 110-289, and any related laws,
regulations , and notices (the "NSP Requirements") with NSP funds.
Obligations
Note
Date: September'V1, 2011
Original principal amount: $1,699,755 .00
Borrower: Tarrant County Housing Partnership, Inc.
Lender: City of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: The expiration of the Affordability Period described in City
Secretary Contract No. 41,2-q O dated September
z_g_, 2011 between the Borrower and Lender for the Beaty
Street Apartments project (the "Contract").
In addition, Obligations shall include compliance by Grantor with the NSP
Requirements for the 20 year Affordability Period more particularly described in
Section F . below.
Property (including any improvements):
Being Tracts I -X in Forty Oaks, an addition to the City of Fort Worth as
more particularly described in the attached Exhibit "A" incorporated herein
by reference for all purposes .
Together with the following personal property :
All fixtures , supplies , building materials, and other goods of every nature
now or hereafter located, used, or intended to be located or used on the
Property ;
All plans and specifications for development of or construction of
improvements on the Property;
All contracts and subcontracts relating to the construction of improvements
on the Property;
All accounts , contract rights , instruments , documents, general intangibles,
and chattel paper arising from or by virtue of any transactions relating to the
Property;
All permits, licenses , franchises , certificates, and other rights and privileges
obtained in connection with the Property;
DEED OF TRUST -NSP FUNDS
Tarrant County Housing Partnership, Inc.
Page2
Rev . 09-13-11
-.
All proceeds payable or to be payable under each policy of insurance relating
· to the Property; and
All products and proceeds of the foregoing.
Notwithstanding any other provision in this Deed of Trust, the term "Property" does
not include personal effects used primarily for personal, family, or household
purposes.
In addition to creating a deed-of-trust lien on the Property described, Grantor also
grants to Lender a security interest in all of the above-described personal property
pursuant to and to the extent permitted by the Texas Uniform Commercial Code.
Prior Liens:
The lien created by this Deed of Trust is and shall be subject and subordinate in all
respects to the liens, terms, covenants and conditions of the deeds or trust or mortgages
securing (i) a promissory note evidencing construction and permanent loan indebtedness
in the original principal amount of$530,000.00 made by Grantor and payable to Wells
Fargo Bank, N .A., and (ii) a Promissory Note in the original principal amount of
$1,000,000.00 made by Grantor and payable to Lender (collectively, the "Senior
Indebtedness").
Subject to waiver, notice, grace and cure period, if any, if default occurs in payment
of any part of principal or interest of the Senior Indebtedness or in observance of any
covenants of the deeds of trust or other loan documents securing the Senior
Indebtedness, the entire debt secured by this Deed of Trust will immediately become
payable at the option of Lender.
Other Exceptions to Conveyance and Warranty:
The Permitted Exceptions set forth on Exhibit "B" attached hereto and incorporated
herein for all purposes
For value received and to secure performance of the Obligations, Grantor conveys the
Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property,
subject to the Other Exceptions to Conveyance and Warranty. On performance of the
Obligations including payment of the Loan and all other amounts secured by this Deed of
Trust and performance of the NSP Requirements, this Deed of Trust will have no further
effect, and Lender will release it at Grantor's expense.
A. Grantor's Obligations
Grantor agrees to-
Clauses and Covenants
1. pay all taxes and assessments on the Property before delinquency;
DEED OF TRUST -NSP FUNDS
Tarrant County Housing Partnership, Inc .
Page3
Rev. 09-13-11
2. defend title to the Property subject to the Other Exceptions to Conveyance and
Warranty and preserve the lien's priority as it is established in this Deed of Trust;
3. obey all laws, ordinances, and restrictive covenants applicable to the Property;
4 . maintain all insurance coverages with respect to the Property, revenues
generated by the Property, and operations on the Property that Lender reasonably requires
("Required Insurance Coverages"), issued by insurers and written on policy forms acceptable
to Lender, and deliver evidence of the Required Insurance Coverages in a form acceptable to
Lender at least ten (10) days before the expiration of the Required Insurance Coverages.
5. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all
prior lien notes pursuant to their respective terms and abide by or cause to be abided by all
prior lien instruments; and
6. notify Lender of any change of address.
Grantor agrees not to-
1. do or permit anything to be done that will impair the security of this Deed of
Trust.
B. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute
trustee, succeeding to all rights and responsibilities of Trustee.
2. If the proceeds of the Loan are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and liens of the holders of any debt so paid.
3 . Notwithstanding the terms of the Note to the contrary, and unless applicable
law prohibits, all payments received by Lender from Grantor with respect to the Obligations
or this Deed of Trust may, at Lender's discretion, be applied first to amounts payable under
this Deed of Trust and then to amounts due and payable to Lender with respect to the
Obligations, to be applied to late charges, principal, or interest in the order Lender in its
discretion determines.
4. If Grantor fails to perform any of Grantor's Obligations under this Deed of
Trust, subject to prior written notice and cure period, Lender may perform those obligations
and be reimbursed by Grantor on demand for any amounts so paid, including reasonable
attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in
the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this
Deed of Trust.
DEED OF TRUST -NSP FUNDS
Tarrant County Housing Partnership, Inc .
Page4
Rev. 09-13-11
5. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's Obligations under this Deed of Trust and the default continues after any required
notice of the default and the time allowed to cure , Lender may-
a. declare any unpaid principal balance and earned interest on the Obligations
immediately due;
b. direct Trustee to foreclose this lien, in which case Lender or Lender's agent
will cause notice of the foreclosure sale to be given as provided by the Texas
Property Code as then in effect ; and
c. purchase the Property at any foreclosure sale by offering the highest bid and
then have the bid credited on the Obligations.
Notwithstanding anything to the contrary, if a monetary event of default occurs under
the terms of any of the Loan documents , prior to exercising any remedies Lender shall give
Grantor written notice of such default. Grantor shall have a period of 10 days after such notice
is given within which to cure the default prior to exercise of remedies by Lender under the Loan
documents. Notwithstanding anything to the contrary, if a non-monetary event of default
occurs under the terms of any of the Loan documents , prior to exercising any remedies , Lender
shall give Grantor written notice of such default. If the default is reasonably capable of being
, cured within 30 days, Grantor shall have such period to effect a cure prior to exercise of
remedies by Lender under the Loan documents. If the default is such that it is not reasonably
. capable of being cured within 30 days, and ifGrantor (a) initiates corrective action within said
period , and (b) diligently , continually , and in good faith works to effect a cure as soon as
possible, then Grantor shall have such additional time as is reasonably necessary to cure the
default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from
exercising remedies ifits security becomes or is about to become materially jeopardized by any
failure to cure a default or the default is not cured within 180 days after the first notice of
default is given.
6. Lender may remedy any default without waiving it and may waive any default
without waiving any prior or subsequent default.
C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will-
1. either personally or by agent give notice of the foreclosure sale as required by
the Texas Property Code as then in effect;
2. sell and convey all or part of the Property "AS IS" to the highest bidder for
cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other
Exceptions to Conveyance and Warranty and without representation or warranty , express or
implied, by Trustee ;
DEED OF TRUST -NSP FUNDS
Tarrant County Housing Partnership, Inc .
Page 5
Rev . 09-13 -11
3. from the proceeds of the sale , pay , in this order-
a. expenses of foreclosure , including a reasonable commission to
Trustee ;
b . to Lender, the full amount of principal, interest, reasonable attorney's
fees , and other charges due and unpaid;
c . any amounts required by law to be paid before payment to Grantor;
and
d. to Grantor, any balance ; and
4. be indemnified, held harmless , and defended by Lender against all costs ,
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the
trust created by this Deed of Trust, which includes all court and other costs , including
reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken
against Trustee in that capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Trust , Grantor must
immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will
become a tenant at sufferance of the purchaser, subject to an action for forcible detainer.
2. Recitals in any trustee's deed conveying the Property will be presumed to be
true, absent evidence to the contrary.
3. Proceeding under this Deed of Trust, filing suit for foreclosure , or pursuing
any other remedy will not constitute an election of remedies.
4. This lien will remain superior to liens later created even if the time of
payment of all or part of the Obligations is extended or part of the Property is released, unless
a subordination agreement is executed by the Lender.
5. If any portion of the Obligations cannot be lawfully secured by this Deed of
Trust, payments will be applied first to discharge that portion.
6. Subject to the rights of senior lien holders , Grantor assigns to Lender all
amounts payable to or received by Grantor from condemnation of all or part of the Property,
from private sale in lieu of condemnation, and from damages caused by public works or
construction on or near the Property. After deducting any expenses incurred , including
reasonable attorney's fees and court and other costs, Lender will either release any remaining
amounts to Grantor or apply such amounts to reduce the Obligations and any excess proceeds
shall be paid to Grantor. Lender will not be liable for failure to collect or to exercise
diligence in collecting any such amounts. Grantor will immediately give Lender notice of any
actual or known threatened proceedings for condemnation of all or part of the Property.
DEED OF TRUST -NSP FUNDS
Tarrant County Housing Partnership, Inc .
Page6
Rev . 09-13-11
Notwithstanding the above , in the event of any fire or other casualty to the Property or
eminent domain proceedings resulting in condemnation of the Property or any part thereof,
Grantor shall have the right to rebuild the Property, and to use all available insurance or
condemnation proceeds therefore, provided that (a) such proceeds are sufficient to keep the
Obligations in balance and rebuild the Property in a manner that provides adequate security to
Lender for repayment or performance of the Obligations or if such proceeds are insufficient
then Gran tor shall have funded any deficiency, (b) Lender shall have the right to approve plans
and specifications for any major rebuilding and the right to approve disbursements of insurance
or condemnation proceeds for rebuilding under a construction escrow or similar arrangement,
and ( c) no material default then exists under the Loan documents other than attributable to
casualty or condemnation. If the casualty or condemnation affects only part of the Property and
total rebuilding is infeasible , then proceeds may be used for partial rebuilding and partial
repayment of the Obligations in a manner that provides adequate security to Lender for
repayment of the remaining balance of the Obligations , and any excess proceeds shall be paid
to Grantor.
7. Subject to the rights of senior lien holders , Grantor assigns to Lender
absolutely, not only as collateral, all present and future rent and other income and receipts
from the Property. Grantor may as Lender's licensee collect rent and other income and
receipts as long as Grantor is not in default with respect to the Obligation or this Deed of
Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other
income and receipts to payment of the Obligations and performance of this Deed of Trust,
but if the rent and other income and receipts exceed the amount due with respect to the
Obligations and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in
payment or performance of the Obligations or performance of this Deed of Trust, Lender may
terminate Grantor's license to collect rent and other income and then as Grantor's agent may
rent the Property and collect all rent and other income and receipts. Lender neither has nor
assumes any obligations as lessor or landlord with respect to any occupant of the Property.
Lender may exercise Lender's rights and remedies under this paragraph without taking
possession of the Property. Lender will apply all rent and other income and receipts
collected under this paragraph first to expenses incurred in exercising Lender's rights and
remedies and then to Grantor's obligations with respect to the Obligations and this Deed of
Trust in the order determined by Lender. Lender is not required to act under this paragraph,
and acting under this paragraph does not waive any of Lender's other rights or remedies.
8. Interest on the debt secured by this Deed of Trust will not exceed the
max imum amount of non-usurious interest that may be contracted for , taken , reserved ,
charged, or received under law . Any interest in excess of that maximum amount will be
credited on the principal of the debt or, if that has been paid, refunded. On any acceleration
or required or permitted prepayment, any excess interest will be canceled automatically as of
the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if
the principal of the debt has been paid, refunded. This provision overrides any conflicting
provisions in this and all other instruments concerning the debt.
DEED OF TRUST -NSP FUNDS
Tarrant County Housing Partnership, Inc .
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Rev . 09-13-11
9. In no event may this Deed of Trust secure payment of any debt that may not
lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law.
10. When the context requires, singular nouns and pronouns include the plural.
11 . The term Note includes all extensions , modifications, and renewals of the
Note and all amounts secured by this Deed of Trust.
12 . Grantor agrees to (a) keep at Grantor's address, or such other place as Lender
may approve , accounts and records reflecting the operation of the Property and copies of all
written contracts, leases, and other instruments that affect the Property; (b) prepare financial
accounting records in compliance with generally accepted accounting principles consistently
applied; and ( c ), at Lender's request on reasonable notice from time to time , permit Lender to
examine and make copies of such books , records , contracts , leases, and other instruments at
any reasonable time.
13 . Grantor agrees to deliver to Lender, at Lender's request from time to time,
internally prepared financial statements of Grantor and any guarantor of the Note prepared in
accordance with generally accepted accounting principles consistently applied, in detail
reasonably satisfactory to Lender and certified to be materially true and correct by the chief
financial officer of Grantor or its certified public accountant, as applicable.
14. If Lender orders an appraisal of the Property while a default exists or to
comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to
reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to reimburse
Lender for any such appraisal within 20 days of Lender's written request, that failure is a
default under this Deed of Trust.
15. Grantor agrees to allow Lender or Lender's agents to enter the Property at
reasonable times and inspect it and any personal property in which Lender is granted a
security interest by this Deed of Trust.
16. Grantor may not sell , transfer, or otherwise dispose of any Property, whether
voluntarily or by operation of law, except for condemnation or to obtain utility easements,
without the prior written consent of Lender. If granted, consent may be conditioned upon (a)
the grantee's integrity, reputation, character, creditworthiness, and management ability being
satisfactory to Lender; and (b) the grantee's executing, before such sale, transfer, or other
disposition, a written assumption agreement containing any terms Lender may reasonably
require, such as a principal pay down on the Obligations, an increase in the rate of interest
payable with respect to the Obligations, a transfer fee , or any other modification of the Note,
this Deed of Trust , or any other instruments evidencing or securing the Obligations.
Grantor may not cause or permit any Property to be encumbered by any liens , security
interests, or encumbrances other than the liens securing the Obligation and the liens securing
ad valorem taxes not yet due and payable and the Permitted Exceptions without the prior
DEED OF TRUST -NSP FUNDS
Tarrant County Housing Partnership, Inc .
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Rev . 09-13-11
written consent of Lender. If granted, consent may be conditioned upon Grantor's executing,
before granting such lien, a written modification agreement containing any terms Lender may
require, such as a principal pay down on the Obligations, an increase in the rate of interest
payable with respect to the Obligations, an approval fee , or any other modification of the
Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations.
Grantor may not grant any lien, security interest, or other encumbrance (a
"Subordinate Instrument") covering the Property that is subordinate to the liens created by
this Deed of Trust without the prior written consent of Lender. If granted , consent may be
conditioned upon the Subordinate Instrument's containing express covenants to the effect
that-
a. the Subordinate Instrument is unconditionally subordinate to this Deed of
Trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate
Instrument, no action may be taken that would terminate any occupancy or
tenancy without the prior written consent of Lender, and that consent, if
granted, may be conditioned in any manner Lender determines;
c. rents , if collected by or for the holder of the Subordinate Instrument, will be
applied first to the payment of the Obligations then due and to expenses
incurred in the ownership, operation, and maintenance of the Property in any
order Lender may determine, before being applied to any indebtedness
secured by the Subordinate Instrument;
d. written notice of default under the Subordinate Instrument and written notice
of the commencement of any action to foreclose or otherwise enforce the
Subordinate Instrument must be given to Lender concurrently with or
immediately after the occurrence of any such default or commencement; and
e. in the event of the bankruptcy of Grantor, all amounts due on or with respect
to the Obligations and this Deed of Trust will be payable in full before any
payments on the indebtedness secured by the Subordinate Instrument.
Grantor may not cause or permit any of the following events to occur without the
prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the
corporation or the sale , pledge , encumbrance, or assignment of any shares of its stock; (b) a
limited liability company, the dissolution of the company or the sale, pledge, encumbrance,
or assignment of any of its membership interests ; ( c) a general partnership or joint venture ,
the dissolution of the partnership or venture or the sale , pledge, encumbrance , or assignment
of any of its partnership or joint venture interests , or the withdrawal from or admission into it
of any general partner or joint venturer; or ( d) a limited partnership, (1) the dissolution of the
partnership, (2) the sale, pledge, encumbrance, or assignment of any of its general partnership
interests, or the withdrawal from or admission into it of any general partner, or (3) except for
a limited partnership interest in a low income housing project, the withdrawal from or
admission into it of any controlling limited partner or partners. If granted, consent may be
conditioned upon (a) the integrity, reputation, character, creditworthiness, and management
ability of the person succeeding to the ownership interest in Grantor ( or security interest in
DEED OF TRUST -NSP FUNDS
Tarrant County Housing Partnership, Inc .
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Rev . 09-13-11
such ownership) being reasonably satisfactory to Lender ; and (b) the execution, before such
event, by the person succeeding to the interest of Grantor in the Property or ownership
interest in Grantor ( or security interest in such ownership) of a written modification or
assumption agreement containing such terms as Lender may reasonably require, such as a
principal pay down on the Obligations , an increase in the rate of interest payable with respect
to the Obligations , a transfer fee , or any other modification of the Note , this Deed of Trust, or
any other instruments evidencing or securing the Obligations.
Notwithstanding anything to the contrary herein, neither the withdrawal, removal,
replacement, and/or addition of a general partner of the Grantor pursuant to the terms of a
partnership agreement, nor the withdrawal , replacement, and/or addition of any of Grantor's
limited partners or its limited partner's general partners or members, shall constitute a default
under any of the Loan documents, and any such actions shall not accelerate the maturity of the
Loan , provided that any required substitute Grantor 's general partner is reasonably acceptable
to Lender and is selected with reasonable promptness. Any substitute general partner that is an
affiliate of Grantor's limited partner is hereby deemed acceptable to Lender. Further, none of
the actions described in this paragraph will constitute a material change in ownership which
would trigger termination of the Contract as hereinafter defined.
1 7. Gran tor agrees not to grant any lien or security interest in the Property or to
permit any junior encumbrance to be recorded or any claim to otherwise become an
encumbrance against the Property. If an involuntary encumbrance is filed against the
Property, Granter agrees , within thirty (30) days of actual notice , to either remove the
involuntary encumbrance or insure against it or provide a bond acceptable to Lender against
the involuntary encumbrance .
18. This Deed of Trust binds , benefits, and may be enforced by the successors in
interest of all parties.
19. IfGrantor and Borrower are not the same person, the term Grantor includes
Borrower.
20. Grantor and each surety, endorser, and guarantor of the Obligations waive all
demand for payment, presentation for payment, notice of intention to accelerate maturity,
notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by
law.
21. Granter agrees to pay reasonable attorney's fees, trustee's fees, and court and
other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is
placed in the hands of an attorney for enforcement.
22 . If any provision of this Deed of Trust is determined to be invalid or
unenforceable , the validity or enforceability of any other provision will not be affected.
23 . The term Lender includes any mortgage servicer for Lender.
DEED OF TRUST -NSP FUNDS
Tarrant County Housing Partnership, Inc .
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Rev . 09-13-11
24 . The debt and the performance secured by this Deed of Trust is a nonrecourse
obligation of Borrower. Neither Borrower nor any other party shall have any personal
liability for repayment of the Loan described in the Contract. The sole recourse of Lender
under the Loan documents for repayment of the Loan or performance of any of the
Obligations shall be the exercise of its right against the security for payment as defined in the
Note.
E. Construction Loan Mortgage
1. This Deed of Trust is a "construction mortgage" within the meaning of
Section 9.334 of the Texas Business and Commerce Code . The liens and security interests
created and granted by this Deed of Trust secure an obligation incurred for the construction
or rehabilitation of improvements on land .
2. Grantor agrees to comply with the terms, covenants and conditions of the
Contract which requires the Note and this Deed of Trust. All advances made by Lender
under the Contract will be indebtedness of Grantor secured by the liens created by this Deed
of Trust, and such advances are conditioned as provided in the Contract.
3. All amounts disbursed by Lender before completion of the improvements to
protect the security of this Deed of Trust up to the principal amount of the Note will be
treated as disbursements under the Contract. All such amounts will bear interest from the
date of disbursement at the rate stated in the Note , unless collections from Grantor ofinterest
at that rate would be contrary to applicable law, in which event such amounts will bear
interest at the rate stated in the Note for matured, unpaid amounts and will be payable on
notice from Lender to Grantor requesting payment.
4. From time to time as Lender deems reasonably necessary to protect Lender's
interests , Grantor will, on request of Lender, execute and deliver to Lender, in such form as
Lender directs but subject to the rights of any senior lien holders , assignments of any and all
rights or claims that relate to the construction of improvements on the Property.
5. In case of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or
without entry on the Property, may (a) invoke any of the rights or remedies provided in the
Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies
provided in this Deed of Trust, or ( c) do both.
F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RESTRICTIONS:
The Note secured by this Deed of Trust is the Note required in the Contract
between Grantor and Lender and has been executed and delivered in accordance with
its terms. The funds advanced by Lender are NSP funds and the Contract requires
DEED OF TRUST -NSP FUNDS
Tarrant County Housing Partnership , Inc.
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Rev. 09-13-11
that all residential rental units located on the Property not assisted with HOME funds
must qualify and remain affordable rental housing in accordance with the NSP
Requirements for the 20 year Affordability Period more particularly defined in the
Contract. The Obligations described in the Contract evidenced by the Note and
secured by this Deed of Trust will be in default if the residential rental units more
particularly described in the Contract do not remain affordable rental housing for the
duration of the Affordability Period.
This Deed of Trust has also been executed and delivered pursuant to the terms
of the Contract. Grantor agrees to perform each and every obligation set forth therein
and will not permit a default to occur thereunder. Any default in the performance of
Grantor's obligations under the terms of the Contract or the NSP Requirements shall
be deemed a default in the terms of the Note and Lender may invoke any remedies
provided herein for default.
THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE
THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
DEED OF TRUST -NSP FUNDS
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Rev . 09-13-11
TARRANT COUNTY HOUSING PARTNERSHIP, INC.,
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on ;fit /~ fr(,( by Donna
V anNess, President of TARRANT COUNTY HOIJ: PART ERSHIP, INC., a Texas
nonprofit corpor<!_tion actin on behalf of such ion.
AFTER RECORDING RETURN TO:
City of Fort Worth City Attorney's Office
Attention: Vicki S. Ganske
1000 Throckmorton Street
Fort Worth, Texas 76102
DEED OF TRUST -NSP FUNDS
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Rev . 09-13-11
Tract I:
Exhibit "A"
Legal Description
Lots 16-R and 18-R, Block 14, Forty Oaks, an Addition to the City of Fort Worth, Tarrant
County, Texas, according to the map or plat thereofrecorded in Volume 388-46, Page 619,
of the Plat Records of Tarrant County, Texas.
Tract II:
Lots 8, 9 and 10, Block 15, Forty Oaks, an Addition to the City of Fort Worth, Tarrant
County, Texas, according to the map or plat thereofrecorded in Volume 388-1, Page 40, of
the Plat Records of Tarrant County, Texas.
Tract III:
Lot 13, Block 14, Forty Oaks, an Addition to the City of Fort Worth, Tarrant County, Texas,
according to the map or plat thereof recorded in Volume 3 88-1, Page 40, of the Plat Records
of Tarrant County, Texas.
Tract IV:
Lot 15, Block 14, of Forty Oaks, an Addition to the City of Fort Worth, Tarrant County,
Texas, according to the map or plat thereofrecorded in Volume 388-1, Page 40, of the Plat
Records of Tarrant County, Texas.
Tract V:
Lot 14, Block 14 , of Forty Oaks, an Addition to the City of Fort Worth, Tarrant County,
Texas, according to the map or plat thereofrecorded in Volume 388-1, Page 40, of the Plat
Records of Tarrant County, Texas.
Tract VI:
Lot 4, Block 15, Forty Oaks, an Addition to the City of Fort Worth, Tarrant County, Texas,
according to the map or plat thereof recorded in Volume 388-1 , Page 40, of the Plat Records
of Tarrant County, Texas.
Tract VII:
Lot 3, Block 15, Forty Oaks, an Addition to the City of Fort Worth, Tarrant County, Texas,
according to the map or plat thereof recorded in Volume 388-1 , Page 40, of the Plat Records
of Tarrant County, Texas.
Tract VIII:
Lot 12, Block 14, of Forty Oaks, an Addition to the City of Fort Worth, Tarrant County,
Texas, according to the map or plat thereofrecorded in Volume 388-1, Page 40, of the Plat
Records of Tarrant County, Texas.
DEED OF TRUST -NSP FUNDS
Tarrant County Housing Partnership, Inc.
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Rev. 09-13-11
Tract IX:
Lot 1, Block 15, Forty Oaks, an Addition to the City of Fort Worth, Tarrant County, Texas,
according to the map or plat thereof recorded In Volume 388-1, Page 40, of the Plat Records
of Tarrant County, Texas.
Tract X :
Lot 2, Block 15, Forty Oaks, an Addition to the City of Fort Worth, Tarrant County, Texas,
according to the map or plat thereof recorded In Volume 3 88-1, Page 40, of the Plat Records
of Tarrant County, Texas.
DEED OF TRUST -NSP FUNDS
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Rev . 09-13-11
Exhibit "B"
Permitted Encumbrances
1. All deeds of trust, mortgages and other loan documents securing the promissory note
to Wells Fargo Bank, N.A.
2. All deeds of trust, mortgages and other loan documents securing the promissory note
to the City of Fort Worth for HOME funds.
3. Rights of tenants in possession, as tenants only, under any unrecorded leases or rental
agreements.
4. Restrictions set forth in Volume, 2320, Page 230; Page 196 Deed Records, Tarrant
County, Texas and in Volume 388-1, Page 40 and Volume 388-46. Page 619 Plat
Records, Tarrant County, Texas.
5. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other
minerals, together with all rights, privileges, and immunities relating thereto,
appearing in the Public Records.
6. The following items as set out on plat recorded in Volume 388-1, Page 40, Plat
Records, Tarrant County, Texas, as shown on surveys dated December 13, 2007,
December 19, 2007, December 20, 2007, January 4, 2008, and January 7, 2008, by
Precise Land Surveying, Inc., Robert T. Paul, Jr ., RPLS No. 4984:
1) Twenty five foot building set back line; (Tracts 11-X)
2) Twelve and one-half foot building set back line; (Tracts II, & IX)
3) Ten foot utility and storm sewer easement; (Tract IV)
7. The following items as set out on plat recorded in Volume 388-46, Page 619, Plat
Records, Tarrant County, Texas, as shown on survey dated January 8, 2008, by
Precise Land Surveying, Inc., Robert T. Paul, Jr., RPLS No. 4984:
1) Twenty five foot building set back line; (Tract I)
2) Twelve and one-half foot building set back line; (Lot 18-R, Tract I)
3) Five foot utility and storm sewer easement; (Lot 16-R, Tract I)
4) Ten foot utility easement; (Tract I)
5) Twenty foot by twenty foot triangular public open space easement; (Lot 18-R,
Tract I)
8. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted
in a document:
Granted to: Texas Electric Service Company
DEED OF TRUST -NSP FUNDS
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Rev. 09-13-11
Purpose : 5' right of way
Recording Date: October 13 , 1968
Recording No: in Volume 4631, Page 928, Deed Records, Tarrant County, Texas
Affects: Lot 18-R, Tract I
9 . Easement(s) for the purpose(s) shown below and rights incidental thereto, as
granted in a document:
Granted to: Texas Electric Service Company
Purpose: 1 O' right of way
Recording Date: September 14, 1971
Recording No : in Volume 5111, Page 349, Deed Records, Tarrant County, Texas
Affects: Lot 16-R, Tract I
10 . A subsurface oil and gas lease for the term therein provided, with certain covenants,
conditions and provisions, together with easements, if any, as set forth therein,
disclosed by document:
Entitled: Oil, Gas and Mineral Lease (No Surface Use)
Dated: September 18, 2007
Lessor: 777 Development Group, LLC
Lessee: Dale Property Services, LLC
Recording Date: October 5, 2007
Recording No: under Clerk's File No. D207356452, Deed Records, Tarrant County,
Texas
Affects: Tracts I-III & Tracts VI-X
11. A subsurface oil and gas lease for the term therein provided, with certain covenants,
conditions and provisions, together with easements, if any, as set forth therein,
disclosed by document:
Entitled: Oil, Gas and Mineral Lease (No Surface Use)
Dated: September 18, 2007
Lessor: TDHB, Inc.
Lessee: Dale Property Services, LLC
Recording Date: October 18, 2007 Recording No : under Clerk's File No.
D207373366 , Deed Records , Tarrant County, Texas
Affects: Tracts IV & V
DEED OF TRUST -NSP FUNDS Page 17
Tarrant County Housing Partnership, Inc. Rev . 09-13-l l