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Contract 60566
CSC No. 60566 STATE OF TEXAS § COUNTY OF TARRANT § This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City" or "Lender") and Journey Home Housing, LLC, a Texas limited liability company (hereafter "Developer"). Lender and Developer may be referred to individually as a "Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, Lender has received a grant from the United States Department of Dousing and Urban Development ("I -IUD") under Section 3205 of the American Rescue Plan Act of 2021 ("ARP"), provided through the HOME Investment Partnerships Program ("HOME"'), Catalog of Federal Domestic Assistance No. 14.239, known as HOME. -ARP Funds, with which Lender desires to promote activities that expand the supply of affordable housing ror homeless and at -risk populations and the development of partnerships among City, local governments, local lenders, private industry and nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title If of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 e# seq., is to benefit low and moderate income individuals and families by providing them with affordable housing; WHEREAS, HUD has issued additional detailed guidance for use of the HOME -ARP funds through CPD Notice 21-10 dated September 13, 2021, and Memorandum regarding HOME - ARP Waivers dated September 8, 2021, known as the HOME -ARP Guidance, WHEREAS, the City Council and the Board of Directors of the: Fort Worth Housing Finance Corporation have both adopted Resolutions supporting an affordable housing strategy, known as the Fort Worth Housing Strategic Framework, which includes a special focus on the creation of Permanent Supportive Housing for chronically homeless individuals as a priority; WHEREAS, Permanent Supportive Housing ("PSH") combines long term rental assistance with supportive services and case management for individuals who have been homeless for over a year and are disabled; WHEREAS, Developer was formed in 2019 by individuals and groups with experience in serving the homeless and affordable housing development; WHEREAS, Developer proposes to use HOME -ARP funds for the development and construction of the Journey Home Housing Apartments which is a 96-unit PSH project located at 7550 Crowley Road, Fort Worth TX 76134 (the "Project") which is an eligible project under the HOME Regulations and the HOME -ARP Guidance, whereby Developer will receive the funds from Lender in the form of a forgivable loan; OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments I':t i I WHEREAS, Developer also received the commitment of a forgivable loan in the amount of $1,35O,O00.00 from the Fort Worth Housing Finance Corporation for the development of PSH which is a portion of the development casts of the Project, and has obtained other financial comirtitments to match the Corporation funds dollar for dollar in the amout of $1,350,000,00; WHEREAS, Developer received the commitment of a forgivable loan in the amount of $421,9994O0 in American Rescue Plan Act (ARPA) — Coronavirus State: and Local Fiscal Recovery Funds (SLFRF) Funds from the City of Fort Worth for the development of PSH which is a portion of the development casts of the Project; WHEREAS, Developer also received the cornini(mcnt of a rorgivable loan in the amount of $1,262,801.00 in Directions Home Funds from the City of Fort Worth for t11e development of PSH which is a portion of the development costs of the Project; WHEREAS, Developer received the commitment of a grant in the amount of $3,984,00O.00 in Fiscal Recovery Funds (FPF) from Tarrant County for the development of PSH which is a portion of the development costs of the Project, WHEREAS, Developer received matching; private funds in the annount of $1,350,000.00 in addition to private donations; and WHEREAS, City residents and the City Council have determined that the development of quality, accessible, affordable housing is needed for moderate, low, and very low-income City residents. NOW, THEREFORE, in consideration of the 111LAL)al covenants and obligations and responsibiIities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated, the Parties understand and agree as follows: 1. INCORPORATION OF RECITALS, Lender and Developer hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract, the following terms shall have the definitions ascribed to them as follows: Accessible Units means units accessible to handicappers tenants. Developer must comply with Section 504 requirements and all other applicable Federal accessibility requirements. The Required Improvements must contain 7 Accessible Units. Of these 7 units, 5 must be accessible to individuals with mobility impairments, and the other 2 must be accessible to individuals with visual or hearing impairments. HOME -ARP COWRAC`r Journey Home Housing, LLC — Journey Home Rousing Apartments page 2 Act means the HOME Investment Partnerships Act at. Title 11 of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 el seq. Affordable Rent hearts a rent amount that does not exceed the HOME -ARP Rent Limits published annually by HUD, and authorized by the HOME -ARP Guidance, with adjustment for the bedroorn size of the housing unit as more particularly described on Exhibit "A" Project Summary. Affordability Period means the period of time that a P S l I Unit must be leased to for Atiordable Rent. The Affordability Period for this Project is 20 years. The Affordability Period begins on the date that the. Project status is changed to "complete" inIDIS, Area Median Income or AMI means the median Family income for the Fort Worth -Arlington metropolitan statistical area as set annually by HUD. Business Day means any day that the Fort Worth City Hall is officially open to the public for business. Business Diversity Enterprise Ordinance or BUF means the City's Business Diversity Ordinance, Ordinance No. 24534-11-2020, as may be arnended from time to time. Chronically Homeless means an individual who has been homeless for at least one year, or on at least four separate occasions in the last three years, and has been diagnosed with a disability such as serious mental illness, substance abuse disorder, chronic physical illness or disability, post -traumatic stress disorder, developmental disability or cognitive impairment from brain injury. Chronically Homeless is .more specifically defined at 2 CFR 578.3 in the H-UD regulations. Closing means the closing of the Loan and the FWHFC PSH Loan. Complete Documentation means the following; documentation as applicable: Attachments I and II of Exhibit 'Irl" — Reimbursement Farms, with supporting Documentation as follows: a. Proof of expense: invoices, leases, service contracts, expenses based on work, completed and costs actually incurred or other documentation showing the nature of the cost and that payment is due Developer. b. Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by Developer were actually paid by Developer. Other documentation: (i) final lien releases signed by the general contractor or subcontractors, if applicable; (4) copies of all City pennits and City -issued "pass" inspections for such work; (iii) documentation to show compliance with BDE or DBE bidding process for procurement or Contract activities, as applicable; (iv) proof of HOME -Alta' CONTRACT Jout°ney Home Housing, LLC — Journey Home Housing Apartments Page 3 contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any other documents or records reasonably necessary to verify costs spent for the l}roject. 3. Complete Documentation shall meet the standards described in Exhibit "J" -- Standards for Complete Documentation. Completion means the substanLial completion of the Required Improvements as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD Compliance Inspection Report and any other applicable final inspection approval from Lender showing that the Required Improvements have met City and HOME -ARP standards. Completion Deadline ineans two years after issuance by the City of Fort Worth of necessary permits to commence construction on the Project. Compliance Period means the period of time that HOME -ARP Units must be leased to HOME - ARP Eligible Households for Affordable Rent. The Compliance Period for this Project is 15 years. The Compliance Period begins on the date that (lie Project status is changed to "complete" in IRIS. Compliance Requirements means the HOME Units remain occupied by I-IOME-ARP Eligible Households paying Affordable Rent throughout the Compliance Period in accordance with the terms of this Contract, the HOME Regulations and the HOME -ARP Guidance. Continuum of Care means the regional organization designated by IIUD to parry out responsibilities for planning and coordination of a local system of federally -funded horeless services provision as described and authorized by the Homeless Emergency Assistance and Rapid ,transition to Housing (HEARTI-I) Act of 2009 and subsequent related amendments of the McKinncy-Vento Homeless Assistance Act. In Fort Worth, the Tarrant County Homeless Coalition has been designated as the local Continuum of Care. The Continuum of Care coordinates annual grant applications for HUD homeless services and rental assistance funding that are not. provided on an entitlement basis to local jurisdictions and housing authorities. Coordinated Entry means a centralized assessment system that is administered by local Continuum of Care organizations to consistently assess the needs of homeless clients with the goal of prioritizing persons most in need of assistance and of fairly allocating scarce resources, particularly housing. In Fort Worth the Tarrant County Homeless Coalition administers the regional Coordinated Entry system and assigns eligible clients to available permanent supportive housing units or homeless rental assistance vouchers. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means any deed of trust from Developer to Lender securing a loan or performance made rising Fender's HOME -ARP Funds and Covering the Project and securing the indebtedness evidenced therein and Developer's performance of the requirements of the loan I40MF.-ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page 4 and the HOME Regulations and the HOME. -ARP Guidance, as the same may be extended, amended, restated, supplemented or otherwise modified. Deed Restrictions rneans the recorded deed restriction, covenant running with the land, or agreement restricting the use of the Property, which imposes the Compliance Requirements beginning after Project completion as required by 24 CFR Part 92 and the HOME -ARP Guidance which will give Lender the right to require specific performance, among other enforcement rights. The Parties agree to the use or the Deed IZestriction in substantially the same farm attached as Exhibit "L" — Deed Restriction. Director means the Director of the City's Neighborhood Services Department or any successor department thereto. Effective hate means the date of this Contract is fully executed by the Parties as shown by the date written tinder their respective signatures. Fort Worth Housing Finance Corporation or FWHFC means the Fort Worth I lousing Finance Corporation, a Texas housing finance corporation and public instrumentality of the City of Fort Worth. 1?WHFC PSH Loan means the funds provided to Developer by FWHFC under the terms of the FWHFC PSH Loan Documents. FWHFC PSH Loan Documents means the Loan Agreement, the Promissory Nate and the Deed of Trust securing the FWHFC Loan executed by Developer in favor of FWHFC. HMIS means Homeless Management information System, a client services database administered by the local Continuum of Care to gather consistent client and performance data for all federally - funded homeless services programs. HMIS is one of the tools used to implement the Coordinated Entry process. In Fort Worth the Tarrant County Homeless Coalition is currently designated as the HMIS Lead Entity responsible for administering the local HMIS. HOME means the HOME Investment Partnerships Program. HOME -ARP Eligible Household means a household who is considered as "qualifying populations" as defined in Section IV.A of the HOME -ARP Notice (CPD-2.1-10 issued on 5cptetrrbcr 13, 2021). HOME -ARP rrteans the Program which encompasses the specific allocation of HOME Funds authorized by the American Rescue flan Act ("ARP") and is governed by the alternative requirements set out for these funds in the HOME -ARP Guidance. HOME -ARP Eligible Household means a household that is a member of a Qualifying Poluplation or a Low -Income household as defined by the HOME -ARP Guidance. HOME -ARP CONTRACT Journey Home Housin& LI,C—Journey Home Housing Apartments Page 5 HOME -ARP Funds means the HOME, -ARP Program grant funds supplied by Lender to Developer under the terms of this Contract. HOME -ARP Guidance means HUD CPD Notice 21-10, the HUD Waiver Memorandum regarding I-1OM1 -ARP dated September S, 2021, and any subsequent written HUD guidance, notices, memoranda, regulations or related items specifically providing requirements for the I:IOME-ARP Program. HOME Regulations means the HOME investment Partnerships Program final Rule at 24 CPT Part 92 el seq. HOME -ARP Qualifying Population Rent means a rent amount that is no greater than 30% of the adjusted income of family whose annual income equals 50% ofAMI with adjustment for the bedraotn size of the housing unit. The HOME -ARP Rent for Qualifying Population I-louseliolds may not exceed the maximum rent limitations set by HUD minus utility allowances as more particularly described in Section 7.6. Units occupied by Qualifying Population tenants that receive federally funded rental assistance and contribute no more than 30% of their income in rent may charge the maximrun rent permissible under the applicable rental assistance program. HOME -ARP Unit means a housing unit subject to the HOME Regulations and IADME-ARP guidance leased to a HOME -ARP Eligible: Household at Affordable Rent for the duration of the Compliance Period as further described in Exhibit "A" -- Project Summary. The 140ME-ARP Units can be designated as either Qualified Population Units or Low -Income units. Qualifying Population Units and Low Income Units are floating throughout the project. The Project contains 40 one -bedroom HOME -ARP Units for QuaIifying Population or Low Income Units. HUD means the United States Department of Housing and Urban Development. IRIS means Integrated Disbursement Information System, HUD's project tracking system. Loan ineans the HOME -ARP Funds provided to Developer by Lender for the purpose described in the Loam Documents. Loan Documents means security instruments which Developer has executed and delivered to Lender including without limitation, the Promissory Note, the Deed of trust, or any other similar security instruments evidencing, securing or guaranteeing Lender's interest and further evidencing, securing, or guaranteeing Developer's performance of all City and federal requirements, including the HOME -ARP Requirements during the Compliance Period, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Low Income Household Tenant means a tenant whose annual income adjusted for fairrily size does not exceed #Ill% or AMI set by HUD. Tenant income must be verified based on 24 CFR 5.609 using the most. current I IUD Income Guidelines and Technical Guidance for Determining I10ME-ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page 6 Income and Allowances subject to the income verification requirements of Section 7.3 of this Contract. Low Income Household HOME, -ARP (tent means the lesser of. a) the HUD Fair Market Dent for existing housing for comparable area units, or b) rent equal to 30% of the annual .income of a family at 65% of AMI, as established annually by HUD and adjusted for bedroom size. Low Income Household IIC)MB-ARP Rent is generally equivalent to High HOME Rent under the HOME Program. if a Low-lacome Household received federally funded tenant -based rental assistance, the rent is that permissible under the applicable rental assistance program. Low Income Tenant: Documentation means any docurentation allowed under the definition of annual income in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME -ARP Low Income Household. Documentation may include but is not limited to copies of paychecks, Social Security and disability verification letters, interest or rental income statements, retirement income statements, child support and alimony verification, unemployment benefit letters, and the like for initial income eligibility verifications and for every 61h year of the Compliance Period. Documentation for Low Income Tenant eligibility verification for other than the initial lease and every 61h year of the Compliance Period shall be a City -approved income self -certification form. Notwithstanding the above, documentation for tenants receiving federally -funded rental assistance vouchers shall be that required by the application rental assistance program. Neighborhood Services Department rneans the City's Neighborhood Services Department or any successor department thereto. Operating Reserve means funds set aside to cover potential or projected ,operating deficits over time during the Compliance Period. Operating Cost Deserve funds will ensure the financial viability of the Project. Permanent Supportive Housing Program or PSH Program means the combination of dedicated PSII Units and the accompanying supportive services provided by the Supportive Services Provider to the tenants of the PSI I Units as further described in Exhibit "O'1— Requirements for Permanent Supportive Housing Units, Permanent Supportive Housing Tenant or PSH Tenant means a tenant of the PSH Units. Permanent Supportive Housing Unit or PSH Unit means a housing unit for which supportive services are provided to assist homeless persons with disabilities to live independently as further described in )exhibit "O" —Requirements for Permanent Supportive Housing Units. The PSH Units may also be HOME -ARP units. The Project contains 96 PSH Units, 72 of which are funded by the City of Fort Worth and the Fort. Worth Housing Finance Corporation and 24 funded by Tarrant County. Plans means the plans and specifications related to the Required Improvements prepared by the Developer's architect which have been delivered to and then reviewed and approved by City on or before the Effective Date, and any and all amendments thereto approved by City. HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page 7 Promissory Note means any note in the amount of the HOME -ARP Funds executed by Developer payable to the order of Lender, as the same may be extended, amended, restated, supplemented or otherwise modified. The Parties agree to the use of a Promissory Dote in substantially the same form attached as Exhibit "E" -- Loan Documents. Property means the land on which the Required Improvements shall be constructed as more particularly described in and encumbered by the peed ofTrust. Property Manager means the entity hired by Developer to manage the Project as a PSH multifamily rental housing project. Qualifying Population means homeless or at -risk persons or households as defined in detail in HUD CPI) Notice 21 -1a and HOME -ARP Guidance. The Qualifying Population includes any designated targeted subpopulation of these groups that is eligible to reside in the Proiect, including; individuals or households that are homeless, chronically homeless, at risk of homelessness, fleeing or attempting to flea dornestic violence, formerly homeless and in need of continued housing assistance or supportive services, or at greatest risk of housing; instability due to extremely low income and other factors. Chronically Homeless persons or households have been designated as the primary targeted client subpopulation for the City of Fort North HOME -ARP Program and for the Protect. Qualifying Population Rent refer to HOME -ARP Qualifying Population Rent for definition. Qualifying Population `)Tenant Documentation rnneans one or more of the following as applicable to the eligible type of HOME -ARP Qualifying; Population and as more particularly described in Section 7 of this Contract: Documentation of Homelessness such as I -DAIS record or written verification from a homeless services outreach or intake worker or victim services provider; • Documentation of Disability from the Social Security Administration, Veterans Administration, or a professional licensed by the State of Texas to diagnose and treat (lie disability; Documentation of Risk of homelessness or Housing; Instability such as an eviction notice, record of living; at a hotel or motel or publicly funded institution or correctional facility, written verification front a family member with whom the prospective tenant has been staying, and client self certification and intake worker case notes regarding inadequacy of resources and support networks, and documentation of household income under 30% AMI and evidence indicating that monthly rent exceeds 50% of that household income; or + Other documentation as may be required by the HOME -ARP Guidance and applicable HUD regulations. a Documentation of Chronic Homelessness must include both docrrnnelntation of homelessness for the applicable period(s) of time as well as Documentation of Disability. HOME -ARP CONTRACT Journey Home Housing, LLC — Journey t Ionic Housing Apartments Page 8 Reimbursement bequest means all reports and other documentation described in Section 10 submitted by Developer to Lender. Replacement Reserve means funds set aside to cover potential or projected replacement deficits over time during the Compliance Period. funds are to be utilizcd for major repairs, capital expenditures and replacement of capital items, Replacement Reserve funds will ensure the financial viability of the Project. Required Improvements or the Project means all the improvements for a 96 one -bedroom unit rental housing project to be constructed on the Property, together with all fixtures, tenant improvements and appurtenances now or later to be located on the Property and/or in such improvements. The Required Improvements are commonly known as the Journey Home Housing Apartments. The current address for the Project is 7550 Crowley road, Fort Worth, Texas 76134. Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of 1973 to provide accessible housing to persons with disabilities. Section 504 requires that 5% of the units (but not less than 1 unit) in a newly constructed multifamily project must be accessible to individuals with mobility impairments, and an additional 2% of the units abut not less than t unit) must be accessible to individuals with sensory impairments. Stabilization ineans that 90% of the housing; units have been leased for 90 days. Supportive Services Provider or SSP means the qualified service provider with experience in providing case management to chronically homeless and formerly homeless persons retained by Developer at its cost to provide supportive services to the PSH Tenants as further described in Exhibit "O" — Requirements for Permanent Supportive Housing Units, Exhibit "0-1" — Requirements for Permanent Supportive Housing Case Management, Exhibit "0-2" — Case Management Standards, Exhibit "O-3" — Performance Reports. At this time the Supportive Services Provider is TBD. 3, TERM AND EXTENSION. 3.1 Term of Contract. The term of this Contract commences on the Effective Date and ends 20 years alter the date of Project achieves Stabilization, unless earlier terminated as provided in this Contract. All provisions relating to the HOME Program, the HOME -ARP Regulations and the HOME -ARP Units shall remain in full force and effect until the end of the Compliance Period. 3.2 Extension of Contract. This provisions in this Contract relating to completion of the Required Improvements may be extended for 2 one-year extensions upon Developer submitting a request for an extension in writing at least 60 days prior to the end of the Completion Deadline, or the end of the first one- year extension. The first one-year extension request shall be granted upon the written request of Developer. The second one-year extension request shall include the reasons for the extension, Developer's anticipated budget, construction schedule and ,goals for the additional time. It is specifically understood that it is within Lender's reasonable discretion whether to approve or deny HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Home dousing Apartments Page 9 Developer's request for a second one-year extension to complete the Required Improvements. Any such extension shall be in the rorm of an amendment to this Contract. It shall be an event of default under this contract if the required Improvements are not completed within the time period required herein, including any extensions. 3.3 Term of Loan._ The torn of the Loan shall commence on the date of the Promissory Note and on the termination of the Compliance Period, so long as the terms and conditions of this Contract and the Lean Documents have been met. 4. DUTIES AND RESPONSIBILITIES OF LENDER. 4.1 RerLuirements Prior to Commitment of HOME RP Funds. 4.1..1 Project Assessment. Prior to commitment of the HOME -ARP Funds to the specific local Project described herein, Lender has (i) identified the address of the Project; (ii) Assessed the current market demand for the Qualifying Population and Low Income Households to be served; (iii) completed and approved an environmental review in accordance with 24 CFR Part 58; (iv) reviewed and approved all necessary commitments of financing, secured or otherwise including grants; (v) established a complete budget for the P.rcjcet in sufficient detail to determine total Project development costs and effectively monitor performance, including proposed sources and uses; (vi) determined that Project costs are reasonable; (vii) completed underwriting and subsidy layering requirements and determined that HOME - ARP funds are needed to fill a funding gap; (;iii) assessed the feasibility of Project construction commencing within 12 months of the commitment date; and (ix) established a completion schedule with deadlines that meet all 140ME-ARP requirements. 4.1.2 Developer Assessment. Prior to commitment of the HOME -ARP Funds to the specific local Project described herein, Lender has determined that Developer has the financial capacity and experience to undertake the specific local Project. 4.2 Commitment of HOME -CARP Funds. This Contract serves as the IIOM.E-ARP written agreement described in the 1-10ME'ARP Guidance, The HOME -ARP Funds will be committed by Lender to the Project when this Contract is fully executed and becomes legally binding. 4.3 Provide HOME -ARP Funds. Lender shall provide up to $4,928,00.00 of 1-10ME-ARP Funds to Developer in the form of a forgivable Loan to fund part of the construction of the Required Improvements, under the terms and conditions of this Contract and the Loan Docurnents. 4.4 Lender Will Monitor. Lender will monitor the activities and performance of Developer and any orits contractors, subcontractors or vendors throughout the Compliance Period, but no less than annually as required by 24 CFR Part 92.504 and the 140ME-ARP Guidance in accordance with the provisions of Section 8.3 below. 110ME-ARP CONTRACT :tourney Home Housing, LLC - Journey Horne (dousing Apartments Page 10 5. DUTIES AND RESP1 NSIBILITIES OF DEVELOPER. 5.1 5&Mre Firm Written Financial Commitments. Developer must obtain and furnish Lender with one or more firm written financial commitments, or evidence of available funds, from non -Speculative identified sources in a total amount necessary to complete the Project and operate the Project as a Permanent Supportive Housing Project targeting Chronically Homeless persons and households throughout the Compliance Period. All award or commitment letters received from funders must be dated prior to the date of the Contract. 5.1.1 Lender will assess the firm written financial commitments pricer to the execution of this Contract to ensure that they are in fact, firm commitments and that (i) the terms and amounts are consistent with the Leader's financial underwriting of the. Project; (ii) all sources are compatible with HOME -ARP requirements; and (iii) all funds can reasonably be expected to close prior to the disbursement of the HOME -ARP Funds. 5.1.2 Lender will assess the sources and commitments of any tenant rental assistance or subsidies proposed to support the Project's operating budget throughout the Compliance Period, and the anticipated income levels and supportive services needs of the Chronically Homeless tenants to be housed by the project, to determine if HOME -ARP Operating Cost Assistance will be required to ensure long-term Project viability. If HOME -ARP Operating Cost Assistance is required during lease -up or as an Operating Cost Capitalized Reserve, Net Operating Income resulting From the use of such Operating Host Assistance is prohibited and must be refunded to the lender by Developer no less than annually upon coiripletion of Project annual financial statements. 5.2 Construction of Requirerl_Improvemen_ts. Developer shall complete the construction of the Required Improvements as described in Exhibit `iA" — Project Summary in accordance with the Plans, the schedule set forth in Exhibit "C" - Construction and Reimbursement Schedule, and the terms and conditions of this Contract. 5.2.1 Written Cost Estimates, Construction Contracts and Construction Documents. Developer shall submit any written cost estimates, construction contracts and construction documents (collectively, the "Construction Documents") to Lender to show the work to be undertaken for the Required Improvements in sufficient detail that I.cnder can perform all required inspections in accordance with 24 C>~R Part 92.251 and the HOME -ARP Guidance. Lender shall review and approve written cost estimates for the construction of the Required Improvements to determine that such costs are reasonable prior to the commencernent ofconstruction. In the event Lender in its reasonable discretion determines that such casts are unreasonable, Developer shall revise said costs estimates to Lender's satisfaction. HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page t ] 5.3 Use of HOME Funds. 5.3.1 Costs in Comvliance with HOME Regulations. HOME -ARP Guidance and Contract. - Developer shall be reimbursed for eligible Project costs with HOMF-ARP funds only if Lender determines in its sole discretion that: 5.3.1.1 Costs are eligible expenditures in accordance with the l-IOME Regulations and the HOME-A.RP Guidance. 5.3.1.2 Costs comply with the requirements of the HOME program and as otherwise listed in this Contract and are reasonable and consistent with industry norms. 5.3.1.3 Complete Documentation, as applicable, is submitted by Developer. 5.3.2 Budget. Developer agrees that the 140ME-ARII Funds will be paid on a reimbursement basis in accordance with Exhibit "B" - Budget and Exhibit "C" - Construction and Reimbursement Schedule. Developer may increase or decrease line item amounts in the HOME -ARP Funds with the Director's prior written approval, which approval shall be in the Director's sole discretion. Any such increase or decrease in line items in the Budget shall comply with Section 5.2.1, Exhibit "A -- Project Summary, and shall not increase the total amount of HOME -ARP Funds. 5.3.3 Chance in Budget. 5.3.3.1 Developer will notify Lender promptly of any additional funds it receives for construction of the Project, and Lander reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation and subsidy layering. 5.3.3.2 Developer- agrees to utilize the 140ME-ARP l-unds to supplement rather than supplant funds otherwise available for the Project. 5.4 Pavment of HOME -ARP Funds to Developer. HOME -ARP Funds will be disbursed to Developer within ten (10) days of Lender's approval of Developer's Reimbursement Requests, including submission of Complete Documentation to Lender in compliance with Section 10. The Developer may not request disbursement of funds until the funds arc needed for payment of eligible costs. The amount of each request must be limited to the amount needed. Developer trust provide complete documentation as generally required during a construction project to support the reimbursement request. As more particularly described in the HOME -ARP Funds Budget and in Exhibit "C" - Construetion and Reimbursement Schedule, Lender will hold back $50,000.00 of the HOME - ARP Funds until Lender verifies that the first HOME -ARP Unit has been leased to a HOME -ARP I40ME-ARP CONTRACT Journey Horne Housing,, t.i.,C —.tourney Horne Housing Apartments Page 12 Eligible Household. It is expressly agreed by the Parties that any HOME -ARP Funds not reimbursed to Developer shall remain with Lender. 5,4.1 After initial PHASE I — Mobilization/Predevelopment Sofa Costs/ Construction Hard Casts draw, Developer agrees to utilize FWHFC and foundation funds prior to requesting reimbursement for 110ME-ARP PHASE 11 -- KIASE V activities as defined in Exhibit `°C" - Construetion and Reimbursement Schedule.. 5.5 Identify Project Expenses Paid with HOME -ARP Funds. Developer agrees to keep accounts and records in such a manner that Lender may readily identify and account for Project expenses reirribursed with I40ME-ARP Funds. These records shall be made available to Lender for audit purposes and shall be retained as required hereunder. 5.6 Acknowledeement of Lender Payment of li+OME-ARP Funds. Within 90 days of Completion, Developer shall sign an acknowledgement that Lender has paid all HOMF-ARP Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying all or any portion of the HOME -ARP Funds that Lender has not been paid to Developer. Once Lender has met all of its obligations for payment of HOMF,-ARP Funds hereunder, an officer of Developer shall sign an acknowledgement of same. 5,7 Security for Lender's Interest and Developer's Performance. To secure Lender's interest in the Required Improvements and Lender's interest in preserving the affordability of the FIOME-ARP Units, in accordance with the requirements of the HOME Regulations, the HOME -ARP Guidance and HUD Requirements, the Lender's interested in preserving the Permanent Supportive Housing purpose of the HOME -ARP units and maintain the Compliance Period to be secured by Loan Documents Developer shall execute the Deed Restriction and Deed of Trust, which must be recorded in lien priority agreed to by Lender at the earlier of (i) the acquisition of the Property, or (ii) the closing of Developer's construction loan (if any). No HOME --ARP Funds will be paid or reimbursed until the Deed of Trust and the Deed Restriction are recorded. 5.7.1 Loa_ n Terms and Conditions. 5.7.1.1 Developer will be required to: 5.7.1.1,I Execute, and deliver the Deed Restriction, the Promissory Note and Geed of`I'rust along with any other Loan Documents required by Lender. 5.7.1.1.2 Provide Lender with a Mortgagee's Policy of title insurance in the amount of the Loan, 5.7.I.I.3 Pay all costs associated with closing the Loan. 5.7.1.1.4 Provide Lender with an estimated settlement statement from the title company at least 3 Business Days before closing. HOME -ARP CONTRACT Journey borne I - lousing, LLC -- Journey Home Housing Apartmen#s Page 13 5.7.1.1.5 Ensure Lender's lien is subordinate only to the FWHFC Loan in the permitted exceptions shown on the Mortgagee's Policy of title insurance. Lender must approve in writing any secured financing for the Project that is to be subordinate to the Loan. Lender hereby approves the following loan to the Developer that is subordinate to the Loan: The $1,350,000 F W F IFC Loan. 5.7.1.1.6 The term of the Loan shall be specified in Section 3.3. 5.7.1.1.7 No interest :shall accrue on the HOME Loan provided that Developer complies with the terms and conditions of this Contract and the Loan Documents. The Loan is forgivable deferred payment Ioan, The Lean will be forgiven provided that (i) the project is operated as PSH housing in accordance with the HOME Regulations and the terms of this Contract, and (ii) Developer is not otherwise in default of the Loan terms or Contract provisions. 5.7.1.1.8 'The Deed Restriction shall remain in effect for the entire Affordability Period to secure Developer's performance of the .Affordability Requirements and all provisions of this Contract pertaining to the HOME Program regardless of an early repayment of the Loan. 5.7.1.2 Developer acknowledges that; 5.7.1.2.1 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract or the HOME Regulations and HOME - ARP Guidance including but not limited to the Compliance Requirements and other HOME mquirernents. The Deed of Trust shall secure both repayment of the HOME} -ARP Funds and performance by Developer of its obligations under this Contract during the Compliance Period. 5.7.1.2.2 Any subordinate financing other than that approved herein or otherwise by Lender, shall require the review and prior written approval of Lender for the purpose of ensuring; compliance with the underwriting and subsidy layering requirenncnts of the HOME Regulations, which approval shall not be unreasonably withheld, conditioned or delayed. 5.7.1.2.3 Default under the FWHFC Loan shall be considered a default of the Loan and a default of the Loan shall be considered a default of the FWHFC Loan, subject to any applicable notice and/or cure period contained in the FWHFC Loan Documents. 5.7.1.2.4 Failure by Developer to comply with this Section 5.7.1 will be an event of default under this Contract and the Loan Documents. HONt>w-,4 PW CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page 14 5.8 Maintain Comnliance Requirements. The HOME -ARP Units must be occupied by HOME -ARIA Eligible Households throughout the Compliance Period as required by the HOME Regulations and the IIOME-ARP Guidance. Developer must notify Lender in writing within 30 days of either of the following occurrences: (i) a HOME -ARP Unit is occupied by a tenant who is not a I10ME-ARP Eligible Household, or (ii) a HOME -ARP Unit remains vacant for more than 90 days. In the event that a 1IOMl-ARP Unit is occupied by a tenant who is not a HOME, -ARP Eligible Household, Developer shall have 45 days to determine if another tenant qualifies as a HOME -ARP Eligible Household or fill an empty unit with a I IOME-ARP Eligible Household. If either (i) or (ii) takes place and is not cured within the time limits described in this Section, then Developer shall pay to Lender 10% of the Loan amount as liquidated damages within thirty days after notice is provided by Lender to Developer. The Parties agree that Lender's actual damages in the event of either (i) or (ii) happening and remaining uncured are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by Lender or otherwise impact Lender's HOME -ARP grant or other federal grant funds. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to Lender is liquidated damages and not a penalty. Failure by Developer to make payment under this section shall be an event of default under this Contract. 5.9 Deed Restriction. Developer shall execute and deliver the Deed Restriction, which shall secure the Compliance Requirements for the Compliance Period, as required by HUD Regulations. Early repayment of the Loan shall not relieve Developer of the obligations under the Deed Restriction, this Contract, or the HOME Regulations and the HOME -ARP Guidance including but not limited to the Compliance Requirements and other HOME, requirements. 5.10 Compliance Requirements Survive Transfer. The HOME -ARP Units ,oust remain affordable without regard to the term of any mortgage or transfer of ownership, pursuant to the terms of the Loan Documents, the Deed Restriction, or any other mechanism provided by HUD. Developer agrees that any sale or transfer of the Project during the Loan `Perm, excluding a transfer due to condemnation or to obtain utility services, may at Lender's sole discretion require the repayment of the HOME -ARP Funds unless the new owner or transferee affirmatively assumes in writing the obligations established hereunder for the HOME -ARP Units for whatever time remains of the Compliance Period, subject to Lender's consent in its sole discretion, which shall not be unreasonably withheld or delayed. Failure of the new owner or transferee to promptly assume all of Developer's obligations under this Contract, the Loan Documents, and/or the Deed Restriction will result in immediate termination of this Contract and any HOME -ARP Funds already paid to Developer must be repaid to Lender within 30 days of such termination. In addition, Lender may pursue any of its remedies under the Loan Documents or the Deed Restriction if the new owner or transferee fails to assume Developer's obligations to maintain the Compliance Requirements throughout the Compliance Period. 5.11 Maintain. Operating Reserve. Developer roust set aside reasonable funding to cover potential or projected operating deficits over time during the Compliance period. Developer agrees to include funds to cover the Operating Reserve as a capital cost within the Project's dcvc1opment budget. 1-I0ivE-ARP CONTRACT Journey Home Rousing, LLC - ]oarney Home Housing Apartments Page 15 5.1 1.1 All operating costs associated with "on -site" employees, including; site manager and occupancy clerk manager, rental and leasing staff, maintenance, landscaping, custodial staff and security personnel, will be paid by the Developer from Development funds as a property operating expense, including direct salary and fringe benefits, taxes and Assessments payable to federal, state and local governments in connection with employment of such personnel. 5.11.2 The obligation of the Developer is to make Operating Reserve contributions in the amount of 'rwo Hundred and Fifty Dollars ($250.00) per unit and shall terminate on the date the balance in the: Operating Reserve equal4 or exceeds the required per unit amount reflected per Section 5.11.2.1. 5.11.2.1 Developer shall be obligated to replenish from cash flow amounts withdrawn from the Operating Reserve to maintain, to the extent passible, a minimum balance of $250.00 per unit. 5.11.3 1f, upon liquidation of the Property, the. Developer has a negative balance it] its Operating Reserve account, the Lender shall have no obligation to make any contribution and the negative balance shall not be considered a debt owed by the Lender for any reason. 5.11.4 Notwithstanding any of the foregoing provisions, the prior approval of the Lender will be required for any operating expenditure which exceeds Five Thousand Dollars ($5,000.00) in any one instance. The Developer will inform the Lender of the facts as promptly as possible. 5.11.5 Developer will maintain the Operating Reserve in a separate banking account that only contains Replacement Reserve funds. 5.11.6 Operating Reserve funds remaining at the end of the Compliance Period will continue to comply with l IOME-AR.P requirements and serve qualifying populations or must be refunded to Lender as HOME Program income. 5.12 Maintain Replacement Deserve. Developer must set aside funding to cover potential or projected replacement deficits over time during the Compliance Period. Developer agrees to include funds to cover the Replacement Reserve as a capital cost within the Project's development budget. 5.12.1 All replacement reserve expenses associated with major repair, capital expenditures and replacement of capital items, will be paid by the Developer from Developmunt funds as a replacement rescrve expense. 5.I2.2. The obligation of the Developer is to make Replacement Reserve contributions in the amount of Two Hundred and fifty Dollars ($250.00) per unit and shall terminate on the date the balance in the Replacement Reserve equals or exceeds the requited per unit amount reflected per Section 5.12.2.1. HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartmtmis Page 16 5.12.2.1 Developer shall be obligated to replenish from cash flow amounts withdrawn from the Replacement Reserve to maintain, to the extent possible, a minimum balance: of$250.00 per unit. 5.12.3 If, upon liquidation of the Property, the Developer has a ncg;ative balance in its Replacement Reserve account., the lender shall have no obligation to make any contribution and the negative balance shall not be considered a debt owed by the Lender for any reason. 5.12.4 Notwithstanding any of the foregoing provisions, the prior approval of the Lender will be required for any replacement reserve expenditure which exceeds Dive Thousand Dollars ($5,000.00) in anyone instance. The Developer will inform the Lender of the facts as promptly as possible. 5.12.5 Developer will maintain the Replacement Reserve in a separate account that Only contains Replacement Reserve rands. 5.12.E Available Replacement Reserve funds at the end of the Compliance Period will continue to comply with 110ME-ARP requirements and serve qualifying populations or must be refunded to Lender as HOME Program income. 6. CONSTRUCTION. 6.1. Construction Schedule. Developer shall construct the Required Improvements in accordance with the schedule set forth in the attached Exhibit "Ci — Construction and Reimbursement Schedule. Developer shall not begin construction until Lender sends a Notice to Proceed. Developer's failure to meet the Construction Schedule (as it may be modified in accordance with Section 14.19) or the Completion Deadline shall be an event of default under this Contract and the Loan Documents. Subject to Section 14.19, Developer may not change the Construction Schedule without the Director's prior written approval, which approval shall be in the Director's reasonable discretion. 6.1..1 Written Cost Estimates. Construction Contracts and Construction Documents. Developer shall furnish Lender with the written cost estimates, constructioncontraets and construction documents (collectively, the "Construction Documents") prior- to the cot mencernent of construction. Lender shall review and approve written cost estimates and determine that costs are reasonable prior to the commencement of construction. The Construction Documents shall describe the construction of the Required lrnprovements in sufficient detail so that Lender can perform inspections. 6.1.2 Construction Inspections. Lender will conduct progress and final inspections of construction of the Project to ensure that the work is done in accordance with the applicable building; codes and the Construction Documents. The construction of the Project must pass a Neighborhood Services Department HOME -ARP CONTRACT Journey Home Mousing, LLC — Journey Home Housing Apartments Page 17 Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any other applicable HUD -required inspections during the construction period, along; with any applicable final inspection approval from the City building; inspectors at the completion of the construction of the Project. E.2 Aunlicable Laws, Building Cedes and Ordinances. Developer shall require that the Plans and construction for the Required Improve im its (i) conform to all applicable Federal, state; City and other local laws, ordinances, codes, rules and regulations, including; the HOME Regulations and I10M.E-ARP Guidance; (ii) meet all City building; codes; (iii) meet the Energy Conservation ruquiretnents as required by the State of Texas in Chapter I i of the International Residential Code; (iv) if new construction, must conform to the Model Energy Code published by the Council of American Building Officials; and (v) must pass a IUD Compliance Inspection Report and inspection by City's Neighborhood Services Department inspectors. 6.3 Pronerty Standards During Construction, Developer shall comply with the following as applicable during the construction of the Required Improvements: (i) the Property Standards in 24 CFR Part 92,251(a), (ii) accessibility standards under 24 CFR Part 92.251(a)(2)(i), (iii) any City property standards, and (iv) all other applicable accessibility standards for the Project. 6.4 Lead -Based faint Renuirements. Developer will comply with any applicable Federal lead -based paint requirements including lead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355 and 24 CFR Part 35, subparts A, 13, J, K, M, and R, and the Lead. Renovation, [repair and Painting; Program Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the Required Improvements. 6.5 Approval of Plans and Specifications by Lender Not Release of Responsibility. Approval of the Plans by [ender shall not constitute or be deemed () to be a release of the responsibility or liability of Developer or any of its contractors or subcontractors, or their respective officers, agents, employees and lower tier subcontractors, for the accuracy or the competency of the Flans or the Construction Documents, including;, but not limited to, any related investigations, surveys, dcsig;ns, working drawings and specifications or other documents; or (ii) an assumption of any responsibility or liability by lender for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and specifications or ether documents by Developer or any of its architects, contractors or subcontractors, and their respective officers, agents, employees and lower tier subcontractors. 6.6 Con trador�Subcontractor and 'Vendor Reauirements. Developer shall use commercially reasonable efforts to ensure that during [lie construction of the project all contractors or vendors utilized by Developer or subcontractors utilized by Developer's general contractor are appropriately licensed and such licenses are maintained throughout the construction of"the Required Improvements and the operation of the Project when applicable. Developer shall ensure that all contractors utilized by Developer, subcontractors utilized by Developer's general contractor in the construction of the Required Improvements, or HOME -ARP CONTRACT Journey biome Housing, LLC — Journey Hoine Rousing Apartments Page 19 vendors utilized by Developer in. the operation of the Project are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by Lender, the State of Texas, or the Federal government. For purposes of this Contract, the term "vendors" does not include suppliers or materialmen. Developer acknowledges that 2 CFR Part 200 forbids Developer from hiring or continuing to employ any contractor, subcontractor or vendor that is listed on the Federal Excluded Parties List 'System for Award Management, www.sam.gov ("S,AM"). Failure to submit or require such proofs of search shall be an event of default. In the event that Lender detainines that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's general contractor shall immediately cause such contractor, subcontractor or vendor to immediately stop work on the Project and developer shall not be reimbursed for any work performed by such contractor, subcontractor or vendor, However, this Section should not be construed to be an assumption of any responsibility or liability by Lender for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to the SAM shall survive the termination of this Contract and be applicable for the length of the Compliance Period. 6.7 Furnish Complete Set of"As Built" Plans. Developer shall furnish lender a complete set of "as built" or marked,up plans for the Project at completion of construction after all final approvals have been obtained. 6.8 Broadband Infrastructure Idea uirements. In compliance with the requirements of24 CFR Part 5.100, Developer shall provide for the installation of broadband infrastructure, to include cables, fiber optic;, wiring or other permanent infrastructure, including wireless infrastructure, that is capable of providing access to Internet connections in individual housing units, and that meets the definition of "advanced telecommunications capability" determined by the Federal Communications Commission under Section 706 of the Telecommunications Act of 1996 (47 U.S.C. 1302), 7. TENANT AND LEASE R.EQUMMENTS: PROPERTY STANDARDS DURING COMPLIANCE PERIOD. 7.1 Tenant Elieibilt►' for Quafifvinz Populations. Eligibility of Chronically Homeless prospective tenants shall be documented upon entry to the Project through HMIS with records of length of time period(s) of homelessness and nature of disability from a qualified service provider as required by the HQIviE-ARP Guidance. After admission the qualified population tenant retains eligibility irrespective of changes in income or whether the household continues to meet the definition of Qualifying Population. 7.1.1 Tenant Selection: Qualifvina Populations in accordance with the l lOME-ARP Guidance, Project and Property Manager will identify tenants for the Project as described in this section. 7.1.I.1 Preference for Chronically Homeless Project will implement a preference for Chronically Iomeless tenants for all 1-I0NIE-ARP-assisted units. Property Manager will ensure that full documentation of HOME? -ARP CONTRACT Journey Nome housing, LLC — Journey Home [-lousing Apartments Pale 19 Chronically Homeless status is maintained in tenant files, including documentation of disability and documentation of length of time(s) tenant was previously hoi-nQlcss. 7.1.1.2 Subject to Lender prior written approval by the Director of the Department, up to 30% of HOME -ARP Assisted Units may be leased to Low -Income Households. Developer/Owner may request authorization to lease up to 30% of HOME-AI-P Assisted units to Law Income Households only i Fone or more of the following circumstances occur, 7.1.1.2.1 Annual review of Project financial condition indicates significant changes to operating, maintenance or replacement costs (including such costs related to Chronically Homeless units), or other unanticipated changes to financial condition, such that inclusion of Low Income units will stabilize rent revenues and operating costs and ensure long-term Project sustainability. 7.1.1.2.2 Project has been unable to retain tenant -based or sponsor -based rental assistance vouchers for all Chronically I lomeless units, due to reductions in funding or non -renewal in funding for such vouchers. 7.1.1.2.3 Contlnuulll of Care Coordinated Entry system does not refer sufficient Chronically I lcamcless eligible tenants to the Project, such that 2 or more units have remained vacant for more than 60 days with no Coordinated Entry referrals for such units. 7.1.2 Use of Continuum of Care Coordinated Entry for Tenant Selection. To achieve initial lease -up and throughout the Compliance Period, Project will use the. Continuum of Care Coordinated Entry System as its primary source of tenant referrals. 7.1.3 Use of Other Referral Sources for Tenant Selection. To the extent that the local Continuum of Cares Coordinated Entry system does not include provision of services to all Qualifying Population to comply with the HOME -ARP' Guidance the Project must use rather referral methods for tenant selection along with Coordinated Entry System referrals for HOME -Alta' Units. Therefore the Project may receive referrals of Chronically Homeless individuals from other service providers as needed to obtain. and maintain full occupancy. Records of'such referrals must he maintained in chronological order based on the elate and time received, in conjunction with referrals received from the Coordinated Entry system. The Project must maintain the preference for Chronically Homeless by holding any such non - Coordinated Entry referrals in "pending status" until documentation of Chronic Homelessness has been confirmed by the Property .Manager or Project Supportive Services Provider through the HMIS system or through review of the referring entity's client source documentation. 7.1.4 Other Oualif'vin2 Populations. If authorized by Lender through amendment to this Contract during the Compliance Period, Project may admit Other Qualifying populations as authorized in the HOME -ARP Guidance. Eligibility of such Qualifying Populations shall be verified through relevant caseworker doWmentatlon. HOME -ARP CONTRACT Journey Home mousing, Lt.0 — Journey Home Housing Apartments Page 20 7.2 Tenant Eligibility: Law Income Households ECigMW If Low Income HOME -ARP Units are authorized for the Project by this Contract, Developer (1) must use the definition of annual income used by 24 CFR 5.609 to establish tenant income eligibility, (2) shall use the most current I IUD Income Guidelines, and (3) shall maintain Tenant Documentation sufficient to show that the HOME-AR-P Units are occupied by HOME - A" Eligible Low Income Households. This Section shall be applicable for the length of the Compliance Period. 7.2.1 Tenant Selection: Low Income Households Project will maintain a project -specific waiting list for such Low -Income I-IOME-ARP Units. This waiting list will at a minimum retain applicant information in chronological order based on when complete tenant information was received, while to the greatest extent possible prioritizing families and households currently residing in the City of Tort Worth that meet the "At Risk of Homelessness' and "At Greatest Risk of Housing Instability" Qualified .Population definitions from the HOME -ARP Guidance. Applicants to the waiting list may not be charged a fee to be placed on the waiting list. 7.3 Income Verification. Develoter shall comply with the following: 7.3.1 Developer must verify that all tenants of HOME -ARP Low Income Units are HOME -ARP Eligible: Households with full rrenant Documentation at the time the initial lease for a HOME -ART Unit is executed. Tenants must certify the number of people in tenant's household along with such person's narnes and ages. Developer shall obtain financial information on all members of a Low -Income tenant's household. 7.3.2 Developer must verify the ineorne of the Low Income tenants ❑fthc 1-10ME-AR1' Low Income Units annually after the initial lease is executed, but may use a Lender -approved tenant self -certification form as Tenant Documentation. Notwithstanding the foregoing, Developer must verify the income eligibility of all HOME Eligible Households with full Tenant Documentation every 6th year of the Compliance Period. 7.3.3 Developer must maintain copies of Tenant Documentation as required under this Contract. 7.3.4 Lender will review Tenant Documentation during the Compliance Period as parlor its monitoring. 7.4 Tenant Lease. 7.4.1 Developer shall submit to Lender the form of its tenant lease prior to leasing; any HOME Unit. Such lease shall comply with the provisions of 24 CFR Fart 92.253 regarding the following issues: I IONC-ARP CONTRACT Joumey Home Housing„ LLC — Journey Home Housing Apartments Page 21 7.4.1.1 Length of lease term shall not exceed 2 years and may not be shorter than 1 year for the initial lease term. If the lease is renewed, tenant and landlord may agree to a longer or shorter term. 7.4.1.2 Lease may not include agreement by tenant to allow landlord to tape, hold or sell tenant's personal property without notice and a court decision on the rights or the parties. 7.4.1.3 Lease may not include agreement by the tenant to excuse owner or owner's agents from responsibility for any action or failure to act, whether intentional or negligent acts. 7.4.1.4 lease may not authorize landlord to institute; a lawsuit without notice to the tenant. 7.4.1.5 Lease may not include agreement by tenant to waive a jury trial or right of appeal. 7.4.1.E Lease may not include an agreement by tenant to pay legal costs of court proceeding even if the tenant prevails in those proceedings regardless of outcome. 7.4.1.7 Lease may not include an agreement by the tenant to be sued, to admit guilt or to a judgment in favor of the owner in a lawsuit brought in connection with the lease. 7.4.1.8 Lease may not include an agreement by the tenant that the owner may evict the tenant or household members without instituting civil court proceedings in which the tenant has the opportunity to present a defense, or before a court decision. on (lie rights of the parties. 7.4.1.9 Lease may not include an agreement by the tenant to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. 7.4.1.10 Lease may not include an agreement by the tenant to accept supportive services that are offered. 7.4.2 project is prohibited from charging fees not customarily charged in rental housing (such as laundry room access fees or similar). Parking fees may be charged only to the extent that such fees are customary for other rental projects in the neighborhood. Services fees (such as transportation or meals) may be charged only if such set -vices are voluntary. Project Property Manager must notify City of all fees annually upon City review of HOME -ARP Rents and Project Utility Allowances. 7.4.3 Termination of Tenanev of 14OME-A11P Units. HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Hoene Housing Apartments Page 22 Developer shall not terminate the tenancy of a HOME -ARP Eligible Household in a HOME -ARP Unit except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable federal, state or local laws; or for ether good cause. Good cause does not include an increase in the income of the 110ME-ARP Eligible Household. To tenninate or refuse to renew the tenancy, Developer must serve written notice upon the tcnant specifying the grounds for the action at least 30 days before the termination of tenancy. 7.4.4 Revised Lease Forms. Developer shall provide Lender copies of revised least; forms within 30 days of any change to its lease form. All changes to Developer's lease form shall comply with the requirement of Section 7.4.1. 7.5 Tenant Household Characteristics. 7.5.1 Developer shall provide Lender with the information about the household characteristics of the first tenant renting a HOME -ARP Unit on Exhibit "G" -- Project Compliance Report: Dental Housing. 7.5.2 At Lender's request, Developer shall provide demographic information on all tenants in the Project in order to show compliance with Section 7.7 during the Compliance period. 7.6 Tenant Rent. 7.6.1 Rents charged to tenants of the HOME -ARP Units are subject to the HOME -ARP Guidance and are subject to review and approval by Lender at initial lease up and prior to any rent increases. Under .no circumstances may the maximum rent charged to Qualifying Population Tenants exceed th HOME -ARP Qualifying Population Rent (generally known as the Low I IOME Rent) minus utility allowances (excluding telephone). Developer agrees to abide by and does abide by the HUD -approved schedules of HOME -ARP rent levels. 7.6.2 Lender shall provide Developer with information on updated HOME rent limits so that rents may be adjusted (not to exceed the maximum 1 0ME rent li nlits). Developer shall provide Lender annually with information on rents and occupancy of the HOME Units to demonstrate compliance with 24 CFR Fart 92.252 (a) and (b). Lender shall review the rents for compliance and approve or disapprove there every year. 7.6.3 Any increase in rents for the HOME Units is subject to the provisions of any outstanding leases for said units. Developer shall provide tenants of the HOME Units with not less than 30 days prior written notice before implementing any increase in rents. 7.6.4 Lender shall adopt utility allowances in accordance with HOMI=, Regulations and HUD guidance. 'Such allowances shall be updated regularly, and shall he furnished to Developer. Developer shall adjust tenant rents accordingly in compliance with HOME Regulations. 7.7 Tenant Selection, HOW -ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page 23 Within 120 days prior to commencement of initial lease up, Developer gust subt-nit to Lender for Lender's approval Developer's tenant selection policy and criteria that address the following; 7.7.1 The tenant selection policy must be consistent with the purpose of providing housing for very low and low income persons. 7.7.2 The tenant selection policy must provide for:. 7.7.2.1 Selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; 7.7.2.2 Prompt written notification to any rejected applicant of the grounds for such rejection; and 7.7.2.3 Ili -lingual leasing and management assistance. 7.7.3 Holders of rental assistance subsidies (such as HUD's 13ousing Choice Voucher or similar subsidy) must not be excluded from routing a unit in the Project. 7.7.4 The tenant selection policy must address non-discrimination and affirmative marketing as discussed in Section 7.8. 7.7.5 Developer shall market Accessible Units in the following order: 7.7.5.1 Within the: Project to persons requiring an accessible unit. T7.5.2 To persons on the waiting .list requiring an accessible unit. T7.53 To the general community for persons requiring accessible unit. T7.5.4 To persons that do not require an accessible unit.. 7.7.6 The tenant selection policy must (i) address the lease requirements described in Section 7.4, (ii) address managing HOME Unit requirements, and (iii) must comply with state and local tenant/landlord laws. 7.8 Affirmative Marketing. Developer must adopt and implement affirmative marketing procedures as required by 24 CFR 92.351 and the I lOME-ARP Guidance if the Project involves the construction of 5 or more HOMR-ARP Units. The procedures and requirements must include methods for informing the public, owners and potential tenants about fair housing laves and policies so as to ensure that all individuals are given an equal opportunity to participate in the Project without regard to sex, age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender. The procedures shall include methods to be used by Developer to inform and solicit applications for tenancy from persons in HONE -ARP CONTRACT Journey Horne Housing, LLC — Journey Home Housing Apartments Page 24 the housing market area who are not likely to apply for the housing without special outreach (e.g;., through the use of community organizations, places of worship, employment centers, fair housing groups, or housing counseling agencies.) The procedures and requirements must designate an individual who will be responsible for marketing the Project and must establish a clear application screening plan. Developer's affirmative marketing procedures must be submitted to Lender for approval prier to implementation; provided however, Lender shall have no responsibility for affirmative marketing of the Project. 7.8.1 Developer shall keep records describing actions taken to affirmatively market the 1-IOME-ARP Units and the Project sufficient to enable Lender to assess the results of the affirmative marketing. 7.9 Property Inspections During Initlal_Lease-Uv of I10ME-ARP Units;_ Annual Inspections of HOME -ARP Units. - - Lender shall inspect units in the Project before they are placed into service. Lender shall inspect the HOME -ARP Units prior to a HOME -ARP Eligible Household occupying such unit to ensure that each HOME -ARP Unit meets the appropriate HOME -ARP standards. Thereafter, Lender will inspect the HOME -ARP Units manually. Developer shall comply with inspection requirements. 7:14 Project Maintenance and Insoectiol s Durinz Compliance Period. Developer shall ensure that the Project is maintained in accordance with all applicable HUD property standards for the duration of the Compliance Period, which at a minimum shall be those property standards required in 24 CI R Part 92. Lender will verify maintenance of the Project to these standards through on -site inspections every year. 7.11 'Violence Against Wornen. Act Reauirements. 7.1 1.1 As applicable, Developer agrees to comply with the Violence Against Women Act ("VAWA") and shall ensure that its property manager shall, at the time of application for a unit in the Project, provide all potential tenants receiving; rental assistance with a Notice of Occupancy Rights under the Violence Against Women Act in substantially the same form as the form attached and incorporated as Exhibit 'IN" — VAWA Forms in compliailce with VAWA and 24 C1 R fart 92.359 of the HOMER.egulations. 7.1 1.2 Developer agrees that no applicant for a unit in the Project may be denied oil the basis or as a direct result of the fact that they are or have been a victim of domestic violence, dating violence, sexual assault, or stalking, as lung as they would otherwise qualify for the unit. 7.11.3 Developer agrees to be responsible for reviewing VAWA and any applicable regulations and shall respond to all emergency transfer requests in accordance; with the requirements of those provisions. Developer may request that all tenants requesting an emergency transfer under VAWA fill out the form attached and incorporated in Exhibit 'IN"' — VAWA Forms or its own form that is substantially the same. ti()ME-ARP CONTRACT Joumeuy Hong Housing, LaLC — ]ouraey Home I IOL19ing AparUnents Page 25 7.12 PSH Program, Units and Tenants. Developer acknowledges that it obtained an allocation of HOME -ARP funds from the City Council by committing to provide 96 PSH Units in the Project. Developer is responsible for obtaining project -based vouchers, tenant 'based rental assistance or other rental assistance to subsidize the rents for the PSH Units and provide the necessary supportive services to the PSH Tenants, and if applicable will enter into separate agreements with the entities furnishing the vouchers and/or the rental assistance and the supportive services. The PSH Program forthe Project will be managed in accordance with the requirements of Exhibit "O" — Requirements for Permanent Supportive Housing Units, Exhibit "04" — Requirements for Permanent Supportive Dousing Case Management, Exhibit "0-2" — Case Management Standards, Exhibit 110-3" — Performance Reports. 7.12.1 Developer agrees to furnish. Lender with final, executed copies of any contracts it has with its Supportive Services Provider, and agencies or third parties supplying vouchers or other forms of rental assistance for the PSH Tenants. Such copies of SSP contracts and rental assistance agreements shall be provided to Lender no less than annually at the time that HOME -ARP Rents and [utility Allowances are reviewed and approved by Lender. 8. ADDITIONAL HOME --ARP REQI[1_IR MENTS. Developer agrees to comply with all requirements of the HOME and HOMB-ARP Programs as stated in the HOME Regulations and HOME-AR.P Guidance, including, but not Bruited to the following: 8.1 Environmental Review, HOME -ARP Funds will not be paid and costs cannot be incurred until Lender has conducted and completed an environmental review and completed an Environmental Review Record as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the Project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including if applicable, property acquisition, demolition, movement, rehabilitation, conversion, repair, or construction prior to the environmental clearance, Any violation of this Sectionwill (i) cause this Contract to terminate immediately, (h) Developer shall repay to Lender any I10ME-ARP Funds received and forfeit any future payments of HOME -ARP Funds within thirty days of receiving notice from Lender; and (iii) Developer shall pay 10%u of the Loan to Lender as liquidated damages within thirty days after notice from Lender. The Parties agree that Lender's actual damages in the event of Developer violating this Section are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by Lender or otherwise impact Lender's HOME or IIOME-ARP grant or other Federal grant funds. Therefore, the Parties agree that payment of 10"lt of the Loan amount by Developer to Lender under this Section is liquidated damages anti not a penalty, bender acknowledges that it has completed and approved this requirement. 8.1.1 Mitigation. Developer agrees to take the mitigation actions outlined in Exhibit "A-Z" — Environmental Mitigation Actions. Failure to complete the required mitigation action is an event of default under this Contract. HOME -ARP CONTRACT Journey Home Housing, t.LC—Journey Home Housing Apartments Page 26 8.2 Contract Not Constituting Commitment of Funds. Notwithstanding any provision of this Contract, the Parties agree and acknowledge that this Contract does not constitute a commitment of i-ICMP-ARP Funds, and that such commitment or approval may occur only upon satisfactory completion of environmental review and receipt by (sender of an authorization to use grant funds from HUD under 24 CFR Part 58. 8.3. Monitoring. 8.3.1 Developer understands and agrees that it will be subject to monitoring by Lender for compliance with the HOME. Regulations and the IiOME-ARP Guidance, the terms of this Contract, and the Loan Documents, during the Compliance Period. Developer shall provide reports and access to Project tiles as requested by Lender during the Compliance Period and for 5 years after it ends. Such records may be produced digitally by Developer. 8.3.2 representatives of Lender, HUD, HUD Office of the Inspector General, and the United States Comptroller General shall have access during; regular business hours, upon at least 48 hours prior notice, to Developer's offices and records and to Developer's officers and agents that are related to the use or the HOME Funds and the requirements of the HOME Regulations during the Compliance Period, and to Developer's officers, agents, employees, contractors, subcontractors and vendors for the purpose of such monitoring. 8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring, Lender reserves the right to perform desk reviews or on -site monitoring of Developer's compliance with the terms and conditions of this Contract and the Loan Documents. After each monitoring visit, Lender shall provide Developer with a written report of the monitor's findings. If the monitoring report notes deficiencies in Developer's performance, the report shall include requirements for the timely correction of said deficiencies by Developer. Failure by Developer to take: the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein, or Lender may take all actions allowed in the Contract and the Loan Documents. 8.3.4 Developer agrees to annually provide to Lender the results of any state or federal monitoring related to the Project including any monitoring by'I'DHCA, if applicable. Such results shall be submitted annually to Lender with the submission of its annual audit and financial statements. 8.3.5 This Section 8.3 shall be applicable for the duration of the Compliance Period and shall survive the earlier terminations or expiration of this Contract. 8.4 Compliance with the Uniform Relocation Act. If applicable, Developer shall comply with the relocation requirements of 24 Cl`p, Dart 92.353 and all other applicable federal and state laws and City ordinances and requirements pertaining to relocation. $.5 CmmDliancc with Davis -Bacon Act. HOW -ARP CONTRACT Journey Home Housing, LLCr — Journey Home Housing Apartments Page 27 If applicable, Developer and its general contractor and all lower tier subcontractors shall comply with the Davis -Bacon Act as described in Section 14.14 and Exhibit "H" — Federal Labor Standards Provisions - Davis -Bacon Requirements. 8.6 Developer Procurement Standards. Developer shall ensure that procurement of materials and services is done in a cost effective manner, that Developer complies with all applicable federal, state and local laws, regulations, and ordinances for making procurements under this Contract or the Developer Loan Agreement. 8.7 Cost Principles/Cost Reasonableness. The eligibility of costs incurred for performance rendered shall be determined in accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cast reasonableness and allocabiIity. 8.8 Financial Manaeement standards. Developer shall adhere to the accounting; principles and procedures required in 2 CFR Dart 200, as applicable, utilize adequate internal controls, and maintain necessary supporting; and back- up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part 200.303. 8.9 Uniform Administrative Requirements. Developer shall comply with the Uniform Administrative Requirements; Cost Principles, and Audit Requirements for Federal Awards in 2 C>:R, fart 2.00, as applicable, or ally reasonably equivalent procedures and requirements that Lender may require. 8.10 Compliance with F7ATA and 'Whistleblow_er Protections, Developer shall provide Lender with all necessary information for Lender to comply with the requirements oft CFR 300(b), including provisions of the Federal Funding Accountability and Transparency Act ("FFA'TA") governing requirements on executive compensation and provisions ,governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C, 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. 8.10.1 Developer shall provide Lender its DUNS number prior to the payment of any Reimbursement Requests. 8 ] 1 Internal Controls. In compliaiwe with the: requirements oft CFR. 200.303, Developer shall: 8.1 1.1 Establish and maintain effective internal control over the HOME -ARP Funds that provides reasonable assurance that Developer is managing the I IOME-ARP Funds in compliance with federal statutes, regulations, and the terms and conditions of this Contract. These internal controls shall be in compliance with guidance in "Standards for Internal Control in the Federal Government" issued by the Comptroller General of the United States or the: "Internal Control Integrated Framework" issued by the Committee of 'Sponsoring Organizations of the Treadway Commission ("COSO"); 8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this HOME -Awls CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page 28 Contract; 9.11.3 Comply with statutes, regulations and the terms and conditions of this Contract and the Loan Documents; 8.11.4 Take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; and 8.11.5 'fake reasonable meaSures to safeguard protected personally identifiable information and other infortnation that HUD or Lender designates as sensitive or Developer considers sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and obligations of confidentiality. 8.12 Convriaht and Patent Rights. No reports, Wraps, or ether documents produced in whale or in part under this Contract shall be the subject of an application for copyright by or on behal f of Developer. HUD and Lender shall possess all rights to invention or discovery, as well as rights in data which may arise as a result of Developer's performance under this Contract. To the extent consistent with HUD regulations, this provision shall not apply to copyright or other intellectual property belonging to third parties such as architects and other design professionals. 8.13 Terms Annlicable to Contractors. Subcontractors and Vendors. All terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which are in any way paid with HOME - ARP funds or who perform any work in connection with the Project. Developer shall cause all applicable provisions of this Contract to be included in and made a part of any contract or subcontract executed in the performance of its obligations hereunder, including its obligations regarding the Compliance Requirements and the HOME regulations and the 110ME-ARP Guidance during the Compliance Period. Developer shall monitor the services and work performed by its contractors, subcontractors and vendor's on a regular basis for compliance with the Compliance Requirements, the HOME -ARP Guidance and the HOME Regulations and Contract provisions. Developer understands and agrees it is responsible and obligated to cure all violations of the HOME -ARP Guidance and the HOME Regulations committed by its contractors, subcontractors or vendors. Lender maintains (lie right to insist on Developer's full compliance with the terms of this Contract and the HOME -ARP Guidance and HOME Regulations and Developer shall be responsible for such compliance regardless of whether actions to fulfill tite requirements of this Contract or the HOME-AR-P Guidance and the HOME Regulations are taken by Developer or by Developer's contractors, subcontractors or vendors. Developer acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Compliance Period and for 5 years thereafter. 8.14 Pavment and Performance Bonds. HOME -ARP CONTRACT Journey Home Housing LLC—Journey I lame Housing Apartments Page 29 Developer shall furnish Lender with payment and performance bands in the total amount of the construction cost in accordance with the requirement of 2 CPR Part 200.325. At Lender's discretion other farms of assurance, including a guarantee from Developer or other Parties on Developer's behalf, may be acceptable in place of a payment and performance bond so long as such assurance meets the requirements of the HOME Regulations. 8.15 Compliance with HOME -ARP Guidance and the HOW, Requirements 6v Proverty Manager. Developer will ensure that the property manager complies With the HOME -ARP Guidance, the HOME Requirements, including, but not limited to, adding a provision in its property management agreement that the property manager will follow the HOMF ARP Requirements outlined in Exhibit "W -- HOME -ARP Requirements and attaching it as an exhibit to its property management agreement. 9. RECORD KEEPING, RE'PORTING AND D-OCUMI?WATION RE' OUIREN NTS, RIGHT TO AUDIT, 9.1 Record Keenine. 9.1.1 Developer shall maintain a record -keeping system as part of its performance of this Contract and steal I pi`omptly provide Lender with copies of any document Lender deems necessary for the effective fulfillment of Lender's monitoring and evaluation responsibilities. Specifically, Developer shall keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation as well as all 'tenant Documentation. Developer will maintain all records and documentation related to this Contract for 5 years after the end of the Compliance Period. If any claim, litigation, or audit related to this Contract or the Project is initiated before the expiration of the 5-year period, the relevant records and documentation must be retained until all such claims, litigation or audits have been resolved. 9.1.2 Access to Records. Lender representatives and HUD and any duly authorized officials of the federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's records pertaining to all matters covered by this Contract throughout the Compliance Period and for S years thereafter. Such access shall be during regular business hours upon at least 48 hours prior notice. 9.1.3 Use of HMIS Svstern, Developer shall ensure that Property Manager and or Supportive Services Provider document the nature and extent of all services and housing assistance provided to PSH Tenants in the local I [MIS System as well as all other relevant data that may be necessary for Lender and the local Continuum of Care to monitor and evaluate performance and tenant retention or housing stability at the Project. 9.2 Revorts. Developer shall submit to Leader all reports and documentation described in this Contract in such form as Lender may prescribe, which may also include a final performance and/or final HOME -ARP CONTRACT Journey Home lousing, LLC — Journey t-Jame t-iousing Apartments Page 30 financial report if required by Lender at the termination ofthis Contract anal/or the termination of the Loan in such form and within such tiirres as Leader may prescribe. Developer shall be responsible for the submission of all reports to the extent Developer has not submitted such report. Lender shall notify Developer of any such failure by Developer and shall provide 45 days' notice as required herein for Developer to cure. Failure to require the submission or Developer's failure to actually submit any report or documentation to Lender required by this Contract shall be an event of default and Lender may exercise all of it remedies for default under this Contract, and the Loan Documents. Lender shall not exercise its rights hereunder for default until it gives Developer 45 days' notice of such failure and Developer has failed to cure such default. 9.2.1 Additional Information. Developer shall provide Lender with additional information as may be required by state or federal agencies to substantiate I10ME-ARP Program activities and/or expenditure eligibility. 9.3 Change in Renortine Reauirements_and Forms. Lender retains tright to charghe ri e repo ,� reporting requirements and forms at its reasonable discretion. Lender will notify Developer in writing at least 30 days prior to the effective date of such change, and the Parties shall execute an amendment to the Contract and any other necessary documents reflecting such change, if necessary. 9.4 Lender Reserves the Riaht to Audit. Lender reserves the right to perform an audit of Developer's Project operations and finances at any time during the tenn of this Contract and during the Compliance Period and for 5 years thereafter, if Lender determines that such audit is necessary for Lender's compliance with the HOME Regulations or other City policies. Developer agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, Developer shall require that such questions must be resolved within 15 Business Days after notice to Developer of such questioned practice or expenditure. If questions are not resolved within this period, Lender reserves the right to withhold further funding under this Contract, the Developer Loan Agreement, and/or ether contract(s) Developer. IF AS A RESULT OF ANY AUDIT IT IS DETIERMINED THAT DEVELOPER HAS FALSII+IED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME FUNDS OR SPENT HOME -- ARP FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE LENDER THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST LENDER BY HUD BECAUSE OF SUCH ACTIONS WITHIN 'THIRTY DAYS FROM THE DATE THE LENDER PROVIDES NOTICE. 10. REIMBURSEMENT REUIREMENI'S. Developer shall provide Lender with Complete Documentation and the following reports as shown in Exhihit'IF" — Reimbursement Farms with each Reimhursement Request: 10.1 Attachment I — Invoice. I IONM-ARP CONTRACT Journey Home Housing, LI.0 — Journey Home Housing Apartments Page 31 This report shall contain the amount requested for reimbursement in the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). This report must be signed by an authorized signatory of Developer. By signing Attachment I, (Developer is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Contract, and the data contained in the report is true and correct. 10.2 Attachment II — Exnenditure Worksheet. This report shall itemize each expense requested for reimbursement by Developer. In order for this report to be complete the Following must be submitted: 10.2.1 Invoices for each expense with an explanation as to how the expense pertains to the Project, if necessary; and 10.2.2 Proof that each expense was paid by Developer, which prowl' can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate Franking documentation. 10.3. Deadline for Submitting Reimbursement Requests. Developer shall submit all Reimbursement Requests along with Complete Documentation to Lender within 60 calendar days from each of the deadlines as shown in Exhibit "C" Construction and Reimbursement Schedule. 10.3.1 LENDER SHALL HAVE NLI O O GAT[ON TO MAKE PAYMENT ON ANREIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.3.2 LENDER SHALL HAVE NO OBLIGATION TO MAID PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30 CALENDAR DAYS AFTER THE COMPLETION DEADLINE. 10.3.3 Final Payment. Developer shall not be reimbursed for Final Payment until it submits Exhibit "G" — Project Compliance Report: Rental Housing to Lender. 10.4 Withholding Payment. LENDER SMALL 'WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION. Lender shall notify Developer when it is withholding payment due to lack of required complete documentation within 10 Business Days of making such determination. 11. DEFAULT AND TERMINATION. E10ME -ARP CONTRACT loumey Honie Housing, LLC —Journey dome Housing Apartments Page 32 1 1.1 Failure to Beein or Complete the Required Improvements 1 l.1.1 If Developer fails to begin construction within 6 months after receiving its required permits from the City, this Contract shall automatically ten-ninate without further warning or opportunity to cure, and with no penalty or liability to Lender. 1 1.1.2 If Lender determines that the Required Improvements were not completed by the Completion Deadline (as may be modified in accordance with Section 14.19) or have failed to pass any of the inspections described in Section 6.1.2 (or to promptly correct any noted deficiency and subsequently pass such inspection), within 45 calendar days following written notice by Lender (or such other longer notice period as may be specified herein), or if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 45 calendar days to cure, as deten-nined by both Parties mutually and in goad faith, Lender shall have the right to terminate this Contract with no penalty or liability to Lender, with such termination to be effective immediately upon written notice. Lender shall also be entitled to demand repayment of the HOME -ARP Funds from Developer and enforce any of the provisions of Lean documents for default. 11.2 Failure to Submit Complete Documentation During Construction. 11.2.1 If Developer fails to submit all applicable Complete Documentation during construction of the Required Improvements in accordance with Exhibit "C" — Construction and Reimbursement Schedule, or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or the HOME Regulations as determined by Lender, Lender will notify Developer in writing and Developer will have 15 calendar days from the date of the written notice to submit car resctbrnit any such report or documentation. if Developer fails to submit or resubmit any such report or documentation within such time, Lender shall have the right to withhold payments. If such failure continues for an additional 30 days (a total of 45 days) Lender shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to Lender. Notwithstanding anything to the contrary herein, Lender will not be required to pay any HOME -ARP Funds to Developer during the period that any such report or docurentation is not in compliance with this Contract or the HOME Regulations or the HOME.-AR.P Guidance. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or the HOME Regulations or the HOME -ARP Guidance as determined by Lender, tender will notify Developer in writing of such default and Developer will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If Developer fails to cure the default within such time, Developer shall. forfeit any payments otherwise due under such Reimbursement Request, and if such failure: to resubmit such Reimbursement Request continues for an additional 30 days (a total of 45 days) the Lender shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to Leader. Notwithstanding anything to the contrary herein, Lender will not be required to pay any 110ME-ARP Funds to Developer during the period that any such Reimbursement Request is not in compliance with this Contract or the HOME Regulations or the HOME -ARP Guidance. HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page 33 11.2.3 In the event of more than 3 instances of uncured default under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the Project, Lender reserves the right at its sole option to terminate this Contract effective immediately upon written notice Of such intent with no penalty or liability to Lender. For purposes of this provision, "material adverse impact" (Cleans any condition that could reasonably be expected to have a material adverse change in or a materially adverse effect upon any of. (a) the value, financial condition, operations, of the Property or Required improvements; (b) Lender's ability to have recourse: against the Property or Required Improvements; (c) the rights and remedies of Lender under any Lean Documents, this Conti -act or the present or future ability of Developer to perform its obligations; (d) the validity, priority, perfection or enforceability of any FWHFC Loan Document, this Contract or any other Loan Document; (e) the ability of any Party to perform its obligations under any moan Document to which it is a }warty; or (f) the validity or enforceabil ity of any Loan Document or the rights and remedin of any agent or any lender. 11.2.4 Notwithstanding anything to the contrary herein, Lender will not be required to pay any I-10ME-ARP Funds to Developer during the period that any Reimbursement Requests, reports or documentation are past due or are not in compliance with this Contract or the H(JME Regulations or the HOME -ARP Guidance, or during any period during which Developer is in default of this Contract. 11.2.5 In the event of termination under this Section 11.2, all HOME -ARP Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer shall have no further right to such funds. Any HOME -ARP Funds already paid to Developer must be repaid to Lender by Developer within 30 days of"termination under this Section. Failure to repay such i3OME, -ARP Funds will result in Lender exercising all legal remedies available to Lender under this Contract and the moan Documents. For clarification, the defaults and related remedies set out in this Section 11.2 are not intended to arise from mathematical errors or other minor defects in a Reimbursement Request. 11.3 Failure to Submit Required Renorts and Docurgpqjation Durine Comoliance Period. If Developer fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract after the Required Improvements are completed, or if the submitted report or documentation is not in compliance with this Contract or the HOME -ARP Regulations as determined by Lender, Lender will notify Developer in writing and Developer will have 45 calendar days from the date of the written notice to obtain or recreate the missing records or documentation, or submit or resubmit any such report or documentation to Lender. if Developer fails to maintain the required reports or documentation, or submit or resubmit any such report or documentation within such tine, Lender shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to Lender. In the event of termination under this Section 11.3, any HOME -ARP Funds paid to Developer must be repaid to Lender by Developer within 30 days of termination, and that failure to repay such HOME -ARP Funds will result in Lender exercising all legal remedies available to Louder under this Contract and the Loan Docu ments. HOME-,kRP CONTRACT ,tourney Home housing, LLC - Journey (-Home Housing Apartments Page 34 1 1.4 In General. 11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided otherwise in this Contract, Developer shall be in default if Developer breaches any term or condition of this Contract, the Loan Documents, or breaches any term of its loan agreements that use other funds from Lender or the Fart Worth Housing Finance Corporation related to the Project. In the event that such a Breach remains uncured after 45 calendar days following written notice by Lender, or if Developer has diligcntly and continuously attempted to cure following receipt of Stich written notice but reasonably required more than 45 calendar days to cure, as determined by both Parties mutually and in good faith, Lender shall have the right to elect, in Lender's sale discretion, to (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to Developer, or (iii) pursue any ether legal remedies available to Lender. 11.4.2 Developer acknowledges that Lender's remedies may include but are not limited to: 1 1.4.2.1 Direct Developer to prepare and follow a schedule of actions for carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implement the affected activities, including extending the Compliance Period. 11.4.2.2 Direct Developer to establish and follow a managernent plan that assigns responsibilities for carrying out the remedial activities. 11.4.2.3 Cancel or revise activities likely to be affected by the performance deficiency, before expending HOME -ARP Funds for the activities. 11.4.2.4 Reprogram HOME -ARP Funds that have not yet been expended frorn affected activities to other eligible activities or withhold HOME -ARP Funds. 11.4.2.5 Direct Developer to reimburse Lender in any amount of I10ME- ARP Funds not used in accordance with the HOME -ARP [regulations. 11.4.2.6 Suspend reimbursement of HOME -ARP Funds for affected activities. 11.4.2.7 Any other appropriate action including but not limited to any remedial action legally available such as declaratory judgment, specific performance, damages, temporary or permanent injunctions, termination of this Contract, the Loam DoGliment5, or any other contracts held by Lender with Developer, and any other available remedies. HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page 35 1 1.4.3 In the event of termination under this Section 11.4, all FIOME-ARP Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME-AItP Funds already paid to Developer must be repaid by Developer to Lender within 30 days of termination. Failure to repay such HOME -ARP Funds will result in Lender exercising all legal remedies available to Lender under this Contract and the Loan Documents. 11.5 No Funds Disbursed While in Breach. Developer acknowledges and agrees that no HOME -ARP funds will be paid to Developer until all defaults are cured to Lender's satisfaction. 11.6 No Compensation After Date of Termination. Developer acknowledges that in the event of termination, Developer shall not receive any HOME -ARP Funds in compensation for work undertaken after the date of termination. 11.7 Rights of Lender Not Affected. Developer acknowledges that termination shall not affect or terminate any of the existing rights of Lender against Developer, or which may thereafter accrue because of such default, and this provision shall be in addition to any acid all other rights and remedies available to Lender under the law and various loan documents including, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terrils of the Contract or the Loan Documents. Such termination does not terminate any applicable provisions of this Contract that have been expressly noted as surviving the term or termination of this Contract. No delay or ornission by Lender in exercising any right or remedy available to it under this Contract shall impair any such right or remedy or constitute a waiver or acquiescence in any Developer default. 11.9 Waiver of Breach Not Waiver of Subsetiuent Breach. The waiver of a breach of any term, covenant, or condition ol'this Contract or the Loan Documents Shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. 11.9 Civil. Criminal and Administrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or administrative penalties, including, but not limited to those set out in this Contract. 11,10 Termination for Cause. 1 1.10,1 Developer acknowledges that Lender may terminate this Contract in. the event of Developer's default under this Contract, inability, or failure to perform, subject to notice, ,grace and cure periods. In the event Lender terminates this Contract for cause, all HOMR-ARIA Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME -ARP Funds already paid to Developer must be repaid to Lender by Developer within 30 calendar days of termination. Failure to repay such HOME -ARP Funds will result in Lender exercising all legal remedies available to Lender under this Contract and the Loan Documents. it LENDER TERMINATES THIS HOME -ARP CONTRACT Journey home Housing, LLC —Journey Home Housing Apartments Page 36 CONTRACT FOR CAUSE, NEITHER DEVELOPER, NOR ANY AFFILIATES OF DEVELOPER, SHALL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME -ARP FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. 11,10.2 Developer may terminate this Contract if Lender does not provide the HOME - ARP funds substantially in accordance with this Contract. In such event, the termination of the Contract shall have the effiect of returning the Parties to their respective circumstances as existed prior to the execution of this Contract, all HOME-AR`P Funds shall be repaid to Lender by Developer within 30 calendar days, and no terms or obligations shall survive the date of termination, including but not limited to, reporting, inspections or the Compliance Period. 11.11 Termination for Convenience. In terminating in accordance with 2 CFR 200, Appendix II, this Contract may be terminated in whole or in part only as follows: 11.11.1 By Lender with the consent of Developer in which case the Parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated; or 11.1 l .2 By Developer upon written notification to Lender setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to he terminated. In the case of a partial termination, Lender may terminate the Contract in its entirety if Lender determines in its sole discretion that the remaining portion of the Contract to be performed or HOME -ARP Funds to be spent will not accomplish the purposes for which this Contract was made. t 1.12 Dissolution of Develover Terminates Contract, In the event Developer is dissolved or ceases to exist, this Contract shall terminate, unless, with City permission., the Contract has been assigned and the Loan assumed by the assignee. In the event of termination under this Section, all I IOME-ARP Funds are subject to repayment as required herein and/or Lender may exercise all of its remedies under this Contract and the Loan Documents. 11,13 Reversion of Assets. Developer acknowledges that in the event this Contract is terminated with or without cause by either party, all tangible personal property owned by Developer that was acquired or improved with the HOME-AR:P Funds included but not limited to plans, drawings, surveys, renderings, construction documents and any ether real or personal property shall belong to Lender and shall automatically transfer to Lender or to such assignees as Lender may designate. 12. REPAYMENT OF DOME-AR.I' FUNDS. All HOME -ARP Funds are subject to repayment in the event the:, Project does not meet the requirements as set out in this Contract or in the HOME Regulations and. the IIOML-ARP Guidance. If Developer takes any action that results in Lender being required to repay all or HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Horne Housing Apartments Page 37 any portion of the HOME -ARP Funds to HUD, Developer agrees it will reimburse Lender for the full amount such repayment within 30 days of :such notice. If Developer takes any action that results in Tender receiving a finding from HUD about the Project, whether or not repayment to HUD is required of Lender, Developer agrees it will fray Lender an additional, 10% of the Loan amount as liquidated damages. Developer acknowledges that Lender's damages in the event of dither repayment to HUD being required or receiving a finding from HUD are uncertain and would be difficult to ascertain and may include an impact on Lender's HOME -ARP grant or other Federal grant funds, in addition to a finding by HUD or a repayment of funds to HUD by Lender; therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to Lender is liquidated damages and not a penalty. 13. MATERIAL OWNERSHIP CHANGE. Except for Permitted 'transfers in accordance with the terms of the Deed of Trust, the Deed Restriction, and transfers or assignment of this Contract and an assumption of the Loan consented to by City, if ownership or control of Developer materially changes after the date of this Contract, Lender may, but is not obligated to, terminate this Contract. Lender has 30 days to make such determination after receipt of notice from Developer of a material ownership change and failure to make such deterrninntion in that time period will constitute a waiver. In the event of termination under this Section 1-3, all HOME -ARP Funds awarded but not yet paid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds, and any i-lC7ME-ARIA Funds already paid to Developer must be repaid to Lender within 30 days of termination under this Section. 14. GENERAL PROVISIONS. 14.1 Developer an Independent Contractor. Developer shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of Lender. Devcloper shall have exclusive control of, and the: exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees, 14.2 Doctrine of Resnondeat Superior. The doctrine of respondeat superior shall not apply as between Lender and Developer, any officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. Nothing herein shall be construed as the creation of a partnership or joint enterprise between Lender and Developer. It is further understood that Lender shall in no way be considered a Co -employer or a Joint employer of Developer or any officers, agents, servants, employees or subcontractor of Developer. Neither Developer near any officers, agents, servants, employees or subcontractor of Developer shall be entitled to any employment benefits. from Lender. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractor. Lender does not have; the legal right to control the details of the tasks performed hereunder by Developer, } OME-ARP CONTRACT Journey Horne Housing, LLC — Journey Home Housing, Alma-inients Page 38 its officers, members, agents, employees, contractors, subcontractors, vendors, licensees or i nv i tces. 14.3 Developer Property. Lender shall under no circumstances be responsible for any property belonging to Developer, any officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SCUTS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY, SAVE AND EXCEPT THOSE ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY, ITS OFFICERS, AGENTS OR EMPLOYEES. 14A RLISiious Organization. Developer acknowledges that no portion of the I IGME.-ARP funds shell be used in support of any sectarian or religious activity. In addition, there must be no rcliglous or membership criteria for tenants of HOME -ARP -funded property. 14.5 Venue, Venue for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract, shall lie in Tarrant. County, Texas. 14.6 Gca_verning Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or inequity, arises out of the execution, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by federal law, the choice of law shall be the laws of the State ofTexas. 14.7 Severability. The provisions of this Contract are severable, and if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be invalid by a court or federal or state agency, board or commission having, jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision.. 14.8 Written Agreement Entire Aereernent. This written instrument and the Exhibits, Addendums and Attachments attached hereto, which are incorporated by reference and made a part of this Contract far all purposes, constitute the entire agreement by the Parties concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement which purports to vary the terms of this Contract shall be void. Any amendments to the terms of this Contract must be in writing and be executed by the Parties. HOME -ARP CONTRACT .tourney Home Housing, LLC — Journey Home Housing Apartments Page 39 14.9 ParagraDh Headings for Deference Oniv. No Legal Sieni#icanee; Number. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope orany prevision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include: t17e feminine or neuter and the neuter gender to include the masculine and feminine. The wards "include" and "including" whenever used herein shall be deemed to be followed by the words "without limitation". 14.10 Comnliance With All Analicable Caws and -Regulations. Developer shall comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the performance of this Contract. These laws include, but arc not limited to: HOME Investment Partnerships Act as set out above ➢ Section 3205 of the American Rescue Plan Act of 2021 (Publication Law l 17-2) > The McKinney-Vento Homeless ,Assistance Act, as amended Title VI of the Civil nights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including provisions requiring recipients of federal assistance to ensure meaningful access by person of limited English proficiency > The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections. 3601 et seq.) Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 D The Age Discrimination in Employment Act of 1967 The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) r� The Uniform Relocation Assistance. and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR fart 24) C'URA') A Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 el seq.) and 24 CFR Part 8 where applicable ➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et seq. ("NEPX') and the related authorities listed in. 24 CFR art 58. The Clean Air Act, as amended, (42 U.S.C. Sections 1251 el seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et se(j), related Executive Order 11738 and Environmental Protection Agency Regulations at 40 CFR Dart 15. In no event shall any amount of the assistance provided under this Contract be utilized with respect to a facility that has given rise to a conviction under the Clean Air Act or the Clean Water Act. Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq-) specifically including the provisions requiring employer verifications of legal status of its employees > The Amedcans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et see.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et .seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A 1�- Regulations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered persons HOMF,ARP CONTRACT Journey l-lomc I lousing, LLC - Journey Home Housing Apartments Page 40 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 2.4 C17R Part 882.708(c) pertaining to site and neighborhood standards for new construction projects :0- Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review > Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act ➢ Guidelines of the .lAnvironmental Protection Agency at 40 CFR Part 247 For contracts and subgrants for construction or repair, Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5 For construction contracts in excess of $2,000, and in excess of $2,500 for othcr contracts which involve the employment of mechanics or laborers, Sections 103 and 107 of the Contract Work Hours and Sarety Standards Act (40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5 > Section 3 of the Housing and Urban Development Act of 1968, and implementing regulations related to housing and community development financial assistance at 24 CFR fart 75 > Lead -Based Paint Poisoning; Prevention Act (42 U.S.C. 4801 et seq.), as amended by the Residential Lead -Based Paint I-lazatd Reduction Act of 1992 (42 U.S.G. 4851 ei seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R Regulations at 24 CFR Part 92, Home Investment Partnerships Program >~ inal Rule ' Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR fart 200 el seq. > Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101) 9> Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310 Broadband Infrastructure Requirements, 24 CFR Part 5.100 and Section 706 of the Telecommunications Act of 1996, 47 U.S.C. 1302 14.11 HUD -Assisted Proiects and Employment _and other- Economic OlDnortunities; Section 3 Requirements,_ 14,11.1 Reauireme.nt to be included in Construction Contracts. As mandated by Section 3 of the Housing; and Urban Development Act of 1968 and its related regulations at 24 CFR Part 75, Developer and Project Construction Contractors shall, to the greatest extent feasible, provide employment opportunities to low and moderate income workers and to low and moderate income residents of the Project Service Area and to businesses owned by or employing low and moderate income workers, as further defined and described in the Sections below. 14.11.2 Section 3 Definitions HOME -ARP CONTRACT ,tourney Dome Housing, LLC — Journey Home Housing Apartments Page 41 14.1 1.2.1 Section 3 Worker means either a) a worker whose income is below the income established by HUD for Section 3 compliance, which is 80% of the area median income, or b) a worker that is employed by a Section 3 Business. 14.11.2.2 Targeted Section 3 porker means a worker that lives within the Project Service area and also tneets the definition of a Section 3 Worker. 14.11.2.3 Section 3 'Business means a business that meets one of the following conditions: a) is at least 51 % owned by low or moderate income persons; b) has had over 75% of its labor hours performed over the last the months by low or moderate income persons; or c) is at least 51% owned by pu'b]ic housing residents or residents that currently live in Section 8-assisted housing. 14.1 1.2.Q Project Service Area means the geographic area within one mile of the Prciject Site which includes 5000 population, or the geographic area around the Project Site which is large enough to include 5000 residents, as represented on Section 3 [project Service Area Map attached as Exhibit "I-1" to this Contract. 14.11.3 Develoeer',s Resoonsibilities for Section 3_Reauireinents. Lender and Developer understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Dart 75, and all applicable rules and orders of HUD shall be a condition of the federal financial assistance provided to the Project binding upon Lender and Developer, and their respective successors, assigns, contractors and subcontractors. Failure to fulfill these requirements shall subject Developer and its contractors and subcontractors and their respective successors and assigns to those sanctions specified by the grant agreement through which federal assistance is provided and to such sanctions as are specified by 24 CFR Part 75. Developer's responsibilities for fulfilling Section 3 requirements include: 14.11.3.1 Implementing procedures to notify potential Section 3 Workers and Section 3 Businesses about training, employment, and contracting opportunities generated by this Contract, ; 14.11.3.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; 14.11.3.3 Facilitating the training and employient of Section 3 Workers and the award of contracts to Section 3 Businesses; 14.11.3.4 Assisting and actively cooperating with the Neighborhood Services Department in making contractors and subcontractors comply; 14.11.3.5 Documenting actions taken to comply with Section 3; and 14.11.3.6 Submitting Section 3 Reports to Lender as further described below. HOME, -ARP CONTRACT Iourmey Home Housing, LLC —.tourney home Housing Apartments Page 42 14.1 1.4 Section 3 Renortins Requirements. In order to comply with the Section 3 requirements, Developer must: 14.11.4.1 Report to Lender within 30 days of award of the prime construction contract, and regularly thereafter, the names, hourly wages, hours worked, and related required information for all nonprofessional workers working on the Project, as shown on Exhibit 1.-1. This information must be reported through Lender's designated Section 3 and Davis -Bacon reporting software. These reports shall be submitted monthly, or with each construction draw request. 14.11.4.2 Require the Prime Contractor and all subcontractors to provide the information required by Exhibit I -I via Lender's designated Section 3 reporting software, 14.1 1.4,3 Submit, via Lender's designated Section 3 reporting software, or on applicable farms as attached to this Contract, certifications regarding the Section 3 Worker and Targeted Section 3 Worker status of all nonprofessional workers on the Project. 14.I1.4.4 Require all subcontractors to complete and submit Section 3 Business Certifications for subsequent submission to Lender. 14.11.4.5 Advertise employment opportunities created by the Project to the public for open competition within the City of Tort Worth, and within the Project Service Area(s), and provide copies of such advertisements to Lender with each quarterly Section 3 report, in the form of printout of Texas Workforce Commission posting, copy of newspaper advertisement, copy of flyers and listing, of locations where flyers were distributed, and the like. 14.1 1.4.6 Report to Lender within 30 days of award of the Contract to the Prime Contractor, and on a monthly basis thereafter, a list of all contracts awarded to to subcontractors for the Project. This shall include name of all such subcontractors, their, addresses, zip codes, and the amounts of each subaward as of the date of the report, as well as the contact information for each subcontractor's Human Resources Department or primary hiring official. 14.11.4.7 Participate in, and require the Prime Contractor and subcontractors to participate in at least one Neighborhood/Project Service Area Job Fair organized by the Neighborhood Services Department to promote employment of Section 3 and Targeted Section 3 Workers during the contract period. 14.11.4.8 Coordinate and cooperate with Lender in efforts to publicize HOME -ARP CONTRACT Journey Home Housing, LLC —Journey Home Housing Apartments Page 43 employment and contracting opportunities associated with the Project, including programs of Lender's Minority and Women's Business Enterprise (MWBE) office, as described herein. 14.1 LS This Section 14.11 shall be included in its entirety in all Project construction contracts or subcontracts totaling $200,000 or more.. 1.4.12 Prohibition Against Discrimination. 14.12.1 General Statement. Developer, in the execution, performance or attempted performance of this Contract shall comply with all nondiscrimination requirements of24 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, mernbers, agents, employees, contractors, vendors or Project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article 11I, Division 3 - Ern1)1ayr7 ent Practices of the City Cade, and Developer hereby covenants and agrees that Developer, its officers, members, agents, employees and contractors, have fully complied with all previsions of same: and that no employee, or applicant for employment has been discriminated against under the tenns of such ordinances by either or its officers, members, agents, employees, contractors or vendors. 14.12.2 No Discrimination in -Employment during the Performance of this Contract. During the performance of this Contract, Developer agrees to the following provision, and will require that its contractors, subcontractors and vendors also comply with such provision by including it or a substantially similar- prevision in all contracts with its contractors and vendors'. I Contractor's. ,SubcorTtractor's or Vendor's Name] will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. rConn-actor's. ,Subcoratr•avfor'.s or Vendor's Namel will take affirmative action to ensure that applicants are hired without regard to race, color, ,sex, fender, religion, national origin, familial status, disability or perceived disability, sexual orientation, ,gender identity, gender cxpression 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: camployerieiit, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other foams of compensation, and selection for training, including apprenticeship. fContractor's. Subconlractor's or Vendors Namel agrees to post in conspicuous places, HM E4M CONTRACT Journey Home housing, LLC — Journey Home Housing Apartments Page 44 available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. Contractor .F, Subcontractor's or Vendor's Name] will, in all solicitations or advertisements for employees placed by or on behalfof iContrcrct�s. Subcorr r-actor :s or Vendor's Numel , state that all qualified applicants will receive consideration for employment without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. [Contractor's. Subcontractor's or Ve elor's Nan el covenants that neither it nor any of its officers, members, agents, employees; or contractors, while engaged in performing this Contract, shall, in connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their ale or because of any disability or perceived disability, except on the basis of bona fide occupational qualification, retirement plan or statutory requirement. CContractor's, Subcontractor's or Vendors Nainel further covenants that neither it nor its officers, members, agents, employees, contractors, or persons acting on their behalf, shall specify, in solicitations or advertisements for employees to work on this Contract, a maximum age limit for such employment unless the specified maximurn age limit is based upon a bona fide occupational qualification, retirement plan or statutory requirement. 14,12.3 Develoner's Contractors and ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Developer warrants that it will not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Developer. DEVELOPER WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL TO THE EXTENT PERMITTED BY APPLICABLE LAW, DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS, SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT OF ITS AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE -REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE' Or' THIS CONTRACT, 14.13 Conflict of Interest and Violations of Criminal Law. 14.13.1 Develoaer Safeguards. Developer shall establish safeguards to prohibit its employees, board members, advisors and agents frorn 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 HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page 45 family, business or ether ties. Developer shall disclose to Lender any conflict of interest or potential conflict of interest described above, immediately upon discovery of such. 14. i 3.2 General Prohibition Azainst Conflicts of Interest. No persons who are employees, agents, consultants, officers or elected officials or appointed officials of Lender or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOME: funds or who are in a position to participate in a decision -making process or gain inside information with regard to these activities may occupy a HOME Unit, may obtain a financial interest or benefit from a HOME -assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for 1 year thereafter, unless they are accepted in accordance with the procedures set forth at 24 C.F.R. fart 92.356, 14.1.3.2.1 Developer shall establish conflict of interest policies for Federal Awards and shall provide such policies in writing to Lender in accordance with the requirements of 2 CFR Part 200.112. 14,13.3 Disclosure of Conflicts of Interest. In compliance with 2 CFR fart 200.1 12, Developer is required to timely disclose to Lender in writing any potential conflict of interest, as described in this Section. 14.13.4 Disclosure of Texas Penal Cade Violations. Developer will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. 14.13.5 Disclosure of Federal Criminal Law Violations. In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to Lender all violations of federal criminal law involving fraud, bribery or gratuity violations potentially affecting this Agreement. 14.14 Labor Standards. Developer acknowledges and agrees to the following: 14.14.1 As applicable, Developer agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. 276a-7) as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et aseq.) 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 awces to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance with hour and wage requirements of this Contract and HOME Regulations. Such documentation shall be made available promptly to Lender for review upon request. 14.14.2 Developer agrees that, except with respect to the rehabilitation or construction of residential property containing less than 12 units assisted with HOME funds, all contractors HOME -ARP CONTRACT Journey [-tome Housing, LLC — Journey Home Housing Apartments Page 46 engaged under contract for construction, renovation or repair work financed in whole or in part with assistance provided under this Contract, shall comply with Federal requirements adopted by Lender pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 14.14.3 If Davis -Bacon is applicable, Developer shall provide bender access to employee payrolls, contractor and subcontractor payrolls and other wage information for persons performing construction of the Required Improvements. Payrolls must be submitted to the Neighborhood Services Department with each Reimbursement Request, and must be available to Neighborhood Services Department staff upon request. In addition, Developer shall ensure that Lender will have access to employees, contractors and subcontractors and their respective employees in order to conduct onsite interviews with laborers and mechanics. Developer Shall inform its contractors and subcontractors that Lender or federal agencies may conduct periodic employee wake interview visits during construction of the Project to ensure compliance. 14.15 Subcontracting with Small and Minority Firms, Women'; Business Ertternrises_andLabor Surplus Areas. 14.15.1 For contracts $100,000.00 or larger, Developer agrees to abide by Lender's policy to involve certified Business Equity Firms and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required for the completion of the Project, as stated herein. For this Contract, Developer must comply with all federal Section 3 requirements. Additionally, Developer must make good faith efforts to work with the City of Fort Worth's Diversity and Inclusion Department to ensure that Business Equity Firms certified with the City are engaged to the extent possible for any covered contracts procured alter die effective date of this Contract. 14,15.2 Developer acknowledges and agrees that it is national policy to award a fair share of contracts to disadvantaged business enterprisers ("DBEs"), small business enterprises ("Ms"), minority business enterprises ("MBEs"), and women's business enterprises O'WHES" ). Accordingly, affirmative steps must be taken to assure that DgEs, SBEs, MBEs, and WBEs are utilized when possible as sources of supplies, equipment, construction and services, 14.15.3 In order to comply with the reporting requirements of 24 CFR Part 92.508 (a)(7)(H), Developer must submit the form attached hereto as Exhibit 40 — Contract and Subcontract Activity Reporting Form for each contract or subcontract with a value; of $25,000 or more paid, or to be paid, with HOME funds. This form shall be submitted with the final Reimbursement Request. HOMi3-ARP CONTRACT Journey Home Housing, LLC — Journey Hoiue Housing Apartments Page 47 14.16 Other Laws. Failure to list any federal, state or City ordinance, law or regulation that is applicable to Developer does not excuse or relieve Developer from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Developer's failure to follow the law, if applicable. 14.17 Assignment. Developer shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of bender. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. Any approved assignment of this Contract shall include assumption of the HOME Loan. 14.18. Right to Inspect Developer Contracts. Lender has the right to inspect and approve in writing any proposed contracts or other legally binding documents between (i) Developer and its general contractor and subcontractors, including any lower tier subcontractors engaged in Any activity that is funded as part of the construction of the Required Improvern.ents, (ii) Developer and any vendor contracts arising out of the operation of the Project, and (iii) Developer and any third patty contracts to be paid with HOME funds, prior to any charges 'being incurred. 14.19 Force Majeure. If Developer becomes unable, either irk whole or part, to fulfill its obligations under this Contract due to acts of God, state-wide, national, or worldwide pandemics, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, pandemics and caidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, commission or agency of the United States or of any States, civil disturbances, or explosions, inclement weather, or some other reason beyond Developer's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Cvent will be suspended only during the continuance or such event and the completion date for such obligations shall be extended for a like period. Developer will give Lender written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give notice will result in the continuance of the Developer's obligation regardless of the extent of any existing Force Majeure Event. Developer will use commercially reasonable efforts to remedy its inability to perform as soon as passible. 14.20 Survival. Any provision of this Contract that pertains to Compliance Requirements, indemnity obligations, reporting requirements, auditing, monitoring, tenant income eligibility, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to SAM, or any HOME requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Contract for the longer of (i) S years after the termination date of this Contract, or (ii) 5 years after the termination of the Compliance Period unless a different survival period is specifically set forth herein, and shall be enforceable by Lender against Developer. 14.21 REVIEW OF COUNSEL. HOME -ARP CON` FLACT Journey Home Housing, LLC —.tourney Honte Housing A partnients Page 48 The Parties acknowledge that each Party and its counsel have reviewed and revised this Contract and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Contract or any of the exhibits attached hereto. 15. INDEMNIFICATION AND RELEASE. DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, LENDER AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS OF ANY KIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER MEAL 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, BUT NOT FROM THE LENDER'S, OR LENDER'S OFFICERS, AGENT'S, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND DEVELOPER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF LENDER AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, 'WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED IIERE IN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF LENDER, BUT NOT FROM THE LENDER'S, OR LENDER'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FURTHER COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS LENDER FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page 49 LENDER, BUT NOT FROM THE LENDER'S, OR LENDER'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND LENDER, THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES INDEMNITY BY DEVELOPER, 'I'O THE EXTENT PERMITTED BY APPLICABLE LAW, TO INDEMNIFY AND PROTECT LENDER FROM THE CONSEQUENCES OF LENDER'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH, BUT NOT THE. LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AGREES TO AND SHALL RELEASE FENDER, 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 LENDER'S SOLE OR CONCURRENT NEGLIGENCE, BUT NOT THE LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF LENDER IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 16. WAIVER OF IMMUNITY BY DEWMOPER. If Developer is a charitable or nonprofit organization and has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, Developer hereby expressly waives its rights to plead defensively such immunity or exemption as against Lender. This section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. 17. INSURANCE AND BONDING. Developer shall maintain coverage in the form of insurance or bond in the amount of $7,962,800.00, which is the total amount of the Loan, the FWI- FC Loan, ARPA SLFRF Loan, and the Directions Horne Loan to insure against loss from the fraud, theft or dishonesty of any of Developer's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse Lender for any and all loss of HOME -ARP Funds occasioned by such misconduct. To effectuate such reitnbursetnent, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses shall name Lender as a Loss Payee. Developer shall furnish to Lender, in a timely manner, but not later than 60 days alter the Effective Date, certificates of insurance as proof that it has secured and paid for policies of HOME -ARP CONTRAc'r Journey }-Tome Housing, LLC -- Journey Honie Housing Apartments Page 50 commercial insurance as specified herein. Further, if Lender has not received such certificates as set forth Herein, Developer shall be in default of the Contract, and Lender may at its option, terminate the Contract. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract. Developer shall maintain, or require its general contractor to maintain, the following; coverages and limits thereof: Commercial General Liability (CGL) Insurance $11,000,000 each occurrence $2,000,000 aggregate limit Business Automobile Liability Insurance $300,000 each accident on a combined single -limit basis $300,000 Aggregate Insurance policy shall he endorsed to cover "Any Auto" defined as autos owned, hired and non -owned. Pending availability of the above coverage and at the discretion of Lender, the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Developer's business as contracted herein. Workers' Compensation insurance Part A. Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease -each employee $500,000 disease -policy limit Mote: Such insurance shall cover employees performing work on any and all prgjccts including; but not limited to construction, demolition, and rehabilitation. Developer or its contractors shall maintain coverages, if applicable. In the event the respective contractors tic) not maintain coverage, Developer shall maintain the coverage on Stich contractor, if applicable, for each applicable contract. Additional Reouirements Such insurance amounts shall be revised upward at Lender"s reasonable option and no more frequently than once every 12 months, and Developer shall revise such amounts within 30 days following notice to Developer of such requirements. Developer trust submit to Lender documentation that it, and its general contractor, have obtained insurance coverage and have executed bands as required in this Contract prior to payment of any monies provided hereunder, it being understood and agreed that a payment and performance bond naming the prime subcontractor as principal and the Developer and City as additional obliges shall satisfy the obligation hereof regarding bonding of the Project. HOME -ARP CONTRACT Journey Iiome i•Iousing, LLC —Journey T-bone Housing Apartments Page 51 Where applicable and appropriate, insurance policies required herein shall be endorsed to include Lender as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of Lender. The Workers' Compensation Insurance .policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor or Lender. Any failure on path. of Fender to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers Shall be acceptable to Lender insofar as their financial strength and solvency and each such company shall have a current tniniinum A.M. Best Ivey Rating Guide rating of A: VIi or other equivalent insurance industry standard rating otherwise approved by Lender. Deductible limits on the foregoing insurance policies shall be at commercially reasonable levels, and in no event exceed $100,000 per occurrence. in the event there are any local, federal or other regulatory insurance or bonding requirements for the Project, and such requirements exceed those specified herein, the former shall prevail. Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Developer shall require its contractors to provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall require its contractors to have Lender and Developer endorsed as additional insureds (as their interest may appear) on their respective insurance policies where applicable and appropriate. Developer shall require its builder to maintain builders risk insurance at the value of the. construction. 18. CERTIFICATION RLrGARDING LOBBYING. The undersigned for Developer hereby certifies, to the best of its knowledge and belief, that: No Federal appropriated funds have been laid or tr,ill be paid, by or on hehadf of Developer; to any person for influencing or attempting to influence an officer or employee ref airy agency, a member of Congress, an officer or employee of Congress in connection ►viih the awarding of any Federal contract, the making gf'any federal grant, the making of anji Federal loam, the entering into of any cooperative agree►aaerni and the extension, contiMation, reneival, amendment, or modification of any Federul contract, grant, loam or cooperative agreen2erni. HONE -ARP CONTRACT Journey home Housing, LLC — Journey Home Housing Apartments Page 52 .lf`anyfunds other than federally appropriatedhinds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, aa3ewher of Congress in connection with this Federal contract, grant, loan or cooperative agreement, Developer shall complete and submit Standard Form-LLL, °"Disclostire Forma to Report Lobbying, " in accordance with its instructions. This cerlifrcaliun is a material represenialion of facl upon which reliance was placed when this Contract was made or entered into. Submission of this certificate is a prer•ecluisite for snaking or entering into this Contract unposed by 31 U.S.C'. Sectiem 1352, Any person who fails lo, f le the required ceriffrcatlon ,shall be subject to a civil penalty of not less than ,$10,000.00 and not more than $100,000.00 for each such failure. Developer shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of federal funds. 19. 12ELIGIOUS ORGANIZATION. Developer shall comply with all applicable requirements as more particularly described in 24 CFR Part 5.109. No portion of the HOME -APR Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for tenants of a HOME -ARP -funded unit. 19.1 Scoaration of 1Exvllcitly Religious Activities. Developer retains its independence and may continue to carry out its mission, including; the definition, development practice, and expression of its religious beliefs, provided that it does not use HOME -ARP Funds to support or engage in any explicitly religious activities (including; activities that involve overt religious content such as worship, religious instruction, or proselytization), or in any other manner prohibited by law. 19.2 JExrolieitly Rehuions Activities. If Developer engages in explicitly religious Activities (including activities that involve overt religious content such as worship, religious instruction, or proselytization), the explicitly religious activities must be offered separately, in time or location, from the programs or activities suppotled by HOME Funds and participation must be voluntary for tenants of a HOME -funded unit. 20. LITIGATION AND CLAIMS. Developer shall give Lender immediate notice in writing of any action, including; any proceeding before an administrative agency, filed against Developer in conjunction with this Contract or the Project generally. Developer shall furnish immediately to Lender copies of all pertinent papers received by Developer with respect to such action or claim. Developer shall provide a notice to Lender within 10 calendar days upon filing under any bankruptcy or financial insolvency provision of law. HOME -ARP CONTRACT Journey dome Housing, LL,C —Journey Horne Housing Apartments Page 53 21- NOTICE. All notices required or permitted by this Contract must be in writing and shall be effective upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail return receipt requested; (ii) by a nationally recognized overnight delivery set -vice; (iii) by electronic mail or other commercially reasonable manner, and addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. Lender: City Attorney's Office 200 `l'exas Street Fort Worth, TX 76102 Attention: Leslie L. i Punt Telephone: 817-392-6259 Copy to: Neighborhood Services Department 200 Texas Street Fort Worth, `1'X 76102 Attention: Chad LaRoque Telephone: 817-392-2661 Developer: Journey Home Housing, LLC 2400 Cypress Street. Fort Worth, TX 76102 Attn: Toby Owen, Manager (817) 632-7440 22. DEVELOPER HAS LEGAL., AUTHORITY TO ENTER INTO CONTRACT., Developer represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Contract and to perform the responsibilities herein required, 23. INTIONALLY OMITTED 24. BOYCOTTING ISRAEL PROHIBITED. Developer acknowledges that in accordance with Chapter 2270 of the Texas Government Code, Lender is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the tern of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Contract; Developer certifies that Developer's signature i 10ME-ARP CON`CRAcr Journey Home Housing, L.LC — Journey Hoilie Housing Apartments Page 54 provides written verification to Lender that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Contract. 25. IMMIGRATION NATIONALITY ACT, Developer shall verify the identity and employment eligibility of its employees who perform work under this Contract, including completing the Employment Eligibility Verification Form (1-9). Upon request by Lender, Developer shall provide Lender with copies of all I-9 forms and supporting; eligibility documentation for each employee who performs worts under this Contract. Developer shall adhere to all Federal and Slate laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL INDEMNIFY LENDER AND HOLD LENDER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Lender, upon written notice to Developer, shall have the right to immediately tenninate this Contract for violations of this provision by Developer. 26, COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument which may be sufficiently evidenced by one counterpart. 27. PROHIBITION ON BOYCOTTING ENERGY COMPANIES. In accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, Lender is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of Lender with a company with 10 or more full -tune employees unless the contract contains a written verification from the company that it; (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Cade, as added by Acts 2021, 87th Leg., R.S., S.B. 1.3, § 2. To the extent that Chapter 2274 of the [government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to Lender that Developer. (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Contract. 28. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. Except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, Lender is prohibited from entering into a contract for goads or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of Lender with a company with 10 or more full -tune employees unless the contract HOME -ARP CONTRACT Jouimey Dottie Housing,, I_.LC — Journey Home Housing Apartments Page 55 contains a written verification front the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the tenn of the contract against a fit-carm entity or firearm trade association. The terms `discriminate," "firearm entity" and "fireann trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to lender that Developer: (1) does not have a practice, policy' guidance, or directive that discriminates against a firearm entity or firearm trade association.; and (2) will not discriminate against a firearm entity or firearm trade association during; the term of this Contract. 29. ELECTRONIC SIGNATURE, S. This Contract may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically Inserted via software such as Adobe Sigi-. [SIGNATURE, 8 APPEAL ON NEXT PAGE] HOME -ARP CONTRACT Journey Home Housing, LLC — Joumey Home Housing Apartments Page 56 IN 'WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this Contract to be effective as of the Effective Date. u a'.OF f..... dd od o°�o ea°o ATTEST: aQ °* d CITY OF FORT WORTH a°cn neza5a4 �EDNngp By: cretary Fernando Costa, Assistant City Manager UMkV-C 2-0456 Dated June 14, 2022 Form 1295: 2022-886452 Date: 12 !4 za'Z.3 APPROVED AS TO FORM AND LEGALITY: Les ie L. Hunt, §66nlor A.ssistanit City Attorney JOURNEY HOME HOUSING, LLC, a Texas l' tech liability company I3y: i?� Toby Owen, Manager Date: I Z — (14 " 21� City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible For the monitoring and administration of this contract, including Ensuring all performance and reporting requirements. �k 4/h, Chad LaRoque, Dousing Dcvclopincnt and Grunts Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 110ME-ARP COW RACT Journey Hoene I'tousing, LLC - Journey Mine I fouling Apartments Page 57 EXHIBITS: Exhibit "A" — Project Summary Exhibit "A-1" — HUD Rent Limits Exhibit "A-2" Environmental Mitigation Action Exhibit "B" — Budget Exhibit "134" — Approved Project Budget Exhibit `4C" — Construction and Reimbursement Schedule Exhibit "D" — Audit Requirements Exhibit "E" — Loan Documents Exhibit "V — Reimbursement Forms Exhibit "G" — Project Compliance Report: Rental Housing Exhibit "H" — Federal Labor Standards Provisions — Davis -Bacon Requirements Exhibit "I" — Section 3 Reporting Forms Exhibit 9-1" — Section 3 Project Service Area Map Exhibit "J" — Standards for Complete Documentation Exhibit "K" - Contract and Subcontract Activity Reporting Form Exhibit bit "L" — HOME -ARP Deed Restriction Exhibit "M" -- HOME -ARP Requirements Exhibit "N" - VAWA Forms Exhibit "O' — Requirements for Permanent Supportive Housing Units Exhibit "04" — Requirements for Permanent Supportive Housing Case Management Exhibit "0-2" — Case Management Standards Exhibit "Q-Y — Performance Reports Exhibit "P" — Guaranty HalVI1='.-ARP DEVELOPER RENTAL CONTRACT Journey Home Housing, LLC — Journey Koine Housing Apailmenls List of Exhibits Page EXHIBIT FAA" PROJECT SUMMARY JOURNEY ROME HOUSiNG, LLC Capitalized terns not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: Developer will use the HOME -ARE' Fund-, for a portion of the construction costs to develop the Journey Home I -lousing Apartments which is a 96 one -bedroom Permanent Supportive Housing (PSH) development for Qualifying Population or Low -Income Units lcoated at 7550 Crowley Road, Fort Worth'I'X 76134. The project consists of24 single story quadraplexes for a total of 96 one -bedroom units. The complex will also include amenities such as free laundry, community room, green space, and case management offices. The project will serve chronically homeless individuals with disabilities who are at or below 301% of AM[ as set by I -IUD. Developer will be entitled to make Reimbursement Requests until 30 days after the Completion Deadline. In consideration for the HOME -ARP funds, Developer agrees to provide the following information and meet the following requirements: Designate 7 Accessible Units in accordance with Section 504 requirements and the terms of the Contract, 5 for mobility impairments and 2 for visual or hearing impairments Accessible Units shall be marketed in accordance with Section T6.5 of the Contract. • 96 PSH Units for Qualifying Population or Low -Income Units in the project to be operated in accordance with Exhibit "O" — Requirements for Permanent Supportive Housing Units, The PSH units may also be counted as HOME. -ARP units. 40 HOME -ARP Units for HOME -ARP Eligible tenants. • Submit Exhibit "G" - Project Compliance Report: Rental Housing regarding; the household income, size, race,, ethnicity, gender of head of household, disability status, and rental assistance type for the initial tenant of the first HOIbIIy.-Altl' Unit to be leased. LENDER WILL WITHHOLD $50,040.00 OF THE HOME FUNDS UNTIL LENDER VERIFIES THAT AT LEAST I HOME UNIT IS LEASED TO A HOME -ARP ELIGIBLE HOUSEHOLD. If the 401-10M[:-ARP Units do not qualify as affordable rental housing immediately upon lease -up or at any time during the Compliance Period, the bender may involve any remedies provided in the Contract, the Deed Restriction, or the Loan. Documents. Submit a copy of its annual audit and any other annual agency reports to the Lender throughout the Affordability Period. SPECIFIC PURPOSE; The specific purpose of this project is to provide affordable housing ror homeless and at -risk populations by increasing the availability of PSH Units for chronically homeless persons with disabilities in Fort Worth. PROJECT 013JECTIVES: The project will result in 40 HOME -ARP Units for HOME -ARP Eligible tenants with a total of no more than 96 PSH units for Qualifying Population or Low -Income Units. tiOME3-ARP CONTRACT - E?CMBiT5 Page l Journey Horne Housing, LLC -.tourney Horne Housing Apartments EXHIBIT 6fA-1" HUD RENT LIMITS JOURNEY HOME HOUSING, LLC U.S. DEPARTMENT OF HUD STATE:TEXAS ---------------- 2023 HOME PROGRAM RENTS ---------------------- PROGRAM EFFICIENCY 1 BR 2 BR 3 BR 4 BR 5 BR 6 BR Fort Worth -Arlington, TX HUD Metro FMR Area LOW HOME RENT LIMIT 837 897 1077 1244 1388 1531 1674 HIGH HOME RENT LIMIT 1069 1146 1377 1582 1745 1907 2069 For Information Only: FAIR MARKET RENT 1101 1234 2456 1927 2385 2743 3101 50% RENT LIMIT 837 897 1077 1244 1388 1531 1674 65% RENT LIMIT 1069 1146 1377 1582 1745 1907 2069 *Rent limits are published annually by HUD. HOME -ARP CONTRACT —EXHIBITS Page 2 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 09.14.2023 EXHIBIT "A-T" ENVIRONMENTAL MITIGATION ACTION JOURNEY HOME, HOUSING, LLC HOME -ARP Funds may be reimbursed for exempt activities; however, HOME -ARP funds will not be paid, and costs cannot be incurred, until City has conducted and completed an environmental review of the ,proposed project site as required under 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction until satisfactory completion of environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58. Special conditions, procedures, and requirements identified for the project may include and are not limite-d to mitigation of any adverse effects identified by the environmental review process. The special conditions, procedures, and requirements may differ and are subject to approval by Lender and HUD. Environmental Mitigations are as follows: 1. Noise Abatement and Control — Noise Control Act of 1972, as amended by the Quiet Communities Act of 1978; 24 CFR Part 51 Subpart B Review or the preliminary search distances around the subject property identified two major roads, a railway, and one: military airfield, Three Noise Assessment Locations (NAL,) were selected on the proposed site plan based on proximity to the noise generating sources. HUD's Day/Night Noise Level (DNL) Electronic Assessment Tool, was utilized to measure the noise levels at each location. * NAL 1: Outdoor Amenity Area: 66 dB * NAL 2: NE Residential Building;: 65 dB * NAL 3: SW Corner of Complcx: 63 dB. The calculated noise value for NAL 1 falls within the range of 65 - 75 dB, which is considered "Normally Unacceptable" based on the HUD guidelines. 'The project architect, BOKA Powell, provided a mitigation letter indicating an eight (8) foot cinderblock wall will be constructed between the amenity area and Crowley Road. To ensure the planned barrier will provide sufficient attenuation, Phase Engineering LLC completed a Barrier Performance Module (BPM) analysis. results of this analysis indicate the wall will attenuate road noise by at least 4.2 dB, which is sufficient to ensure an Acceptable exterior noise env 1roll nent. With the proposed plans; the planned development is in compliance with HUD noise requirements. 2. Wetlands Protection — )executive Order 11990, particularly sections 2 and 5 An Aquatic Resources Delineation Report and Preliminary Jurisdictional Analysis was completed for the subject property by ICimley-Horn, dated ,tune 14, 2022. According to the results, several aquatic features were identified on -site that are likely jurisdictional waters of the U.S., including an intermittent stream, an ephemeral stream, and an emergent wetland. Additionally, a swale was identified on -site that is likely not jurisdictional. These features were delineated near the southern, eastern, and northern property boundaries. Review of the proposed development plant indicates none of the planned activities will impact the aquatic features onsite or on adjoining; properties. All site drainage improvements are designed to not have an adverse effect on the wetland. Since the proposed development does not impact Waters of the U.S., the developer can proceed without notifying the Army Corps of Engineers, The project is exempt from HUDs regulation on wetlands per 55.12(c)(7) if a permanent covenant or comparable deed restriction is placed on the property to ensure the preservation of the wetland. Lender will provide Developer the executed environmental review record and certifications. Developer agrees to abide by the special conditions, procedures, and requirements of the executed environmental review certification approved by HUD. HOME -ARP CONTRACT - EXHIBITS Page 3 Journey Home Housing, LLC -Journey Horne Housing Apartments [rev. 09.14.2023 EXHIBIT 661359 BUDGET JOURNEY HOME HOUSING, LLC sO11KICs AND U15&1 Development Name; .tourney Home Housing Apartments Priority Source 9 l un<kke Descriplion of t icn Conatructj oq rinkmicing 1'crManent riru ncncin�, 1'iJlRPipg Parti�ips,nts 1 2 3 4 5 6 7 TOTAL SOURCES OF FVNDS� TOTAL USES OF FUNDS _ FWJJFC P$1� I,clan City of Fort `Worth 1J9 - AP Wn City of Fort Worth dRPA SI.FRF Loan irections Homy: Fluids from the City of Fort Worth Tarrant County A10A §�,FRF M%ph Funds Individual Donations 1st 3 ra 4a, r Fort artli housing i Finance Corp. g], so,QQo 1 350,000 (r•W1317C) $4,928,000 928,,NO �j ofPort Worth $421,999 $471,999 City orF9VWogl7 I $1,262,801 $3,984,000 4 350,OOq $13,649,838 HOME -ARP Funds Budzet Land Acquisition Mobilization Amount and/or Pre -Development Soft Costs Construction I lard Casts Holdbacis** TOTAL $1,262,801 City or -ort Worth $3,984,000 ! Qrnnt — Tarnirit County Local I'uulithilion; t$J,350,000: Match Developer - $ 0 1. $ 500,000* $4,878,000* + $ 50,000* 1 $41928,000** *Developer will only be reimbursed for eligible expenses. The a.iivaiii'6A are estimates and are subject to change. ** Lender will hold back $50,000.00 of the HOME -ARP Funds until Lender verifies that the First I -TOME -ARP Unit is leased to a HOME -ARP Eligible Household as well as the other requirements in Exhibit "C" - Construction and Reimbursement Schedule. HOME. -ARIA CONTRACT ExHiBiTs Journey Home Housing, LLC - Journey Home Housing Apartments Page 4 Rev. 09.14.2023 EXHIBIT "Br1" APPROVED PROJECT 13UDGET JOURNEY HOME HOUSING, LLC 7550 Crowley Road Foil Wortlr. TX PROJECT BUDGET F01U1 Toni Sudgel Predeselopment Study!! easilulity Studies $ - Outer �cc - Tatal FrrdCVC10Pu1CU1 C tilk s - Development casts Laud auWor Siuidiug Acquisition S 850,400 Encironurenral Assessment $ 16.300 C'ommictCosts Shell4fLisi► S 10,360,257 site Site Work Steed offsite Work S 70MOQ C4atia ffmcy S 200.000 A&FFers Artlutect ROKAFouvtl r$ 89.500 Engineer xu altyli a $ 245.772 Cpnsultinf $ 10.000 pmnit Pees S 50.000 Utility (Hank -up & Impact Fces) parents LegaL Title C: Recording Feet $ 2000 Development Fees $ 450,000 odder FME - office $ 50.400 FF& E- Resideore 5 416.009 Soft C'ontiupenry $ 45,000 Remn-es-Start Up 147.000 Total DrvOapmeut Cows $ 13,649.938 To#nl Uses of k uncle �$ 13,649.938 Source of Fuatla rouudatioss - City Coordutatrd "� L.35i1,004 Tom. utARPA S 3.98 F.000 ARPASLFU S 421,999 HOW A"A S 4.9; S.000 F%V hire€dons Hoene $ 1.262,901 FW Housing Fla Cana 1.3 50.000 4tdividual Donations 353tM Totol Source of Funds S 13.649.338 WME-ARP CONTRACT — FXIIIBUS Page 5 Journey Home Housing, LLC —.tourney Harne Housing Apartments Rev. 09.14.2023 EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE JOURNEY HOME HOUSING, LLC PHASE I Mobilization/Predevelopment Soft Costs/ $500,000.00 ACTIVITIES: Construction Hard Costs Contract execution, legal fees, mobilization, materials and supplies, PHASE I COMPLETE permitting, and construction activities. $500,000.00 by: February 1.-2024 Developer must submit the contractorlsubcontractor/vendor searches under the Federal System for Award Management (www.sam.gov). PHASE 11 Construction Hard Casts $800,000A0* S: ACTIVIITPrior to Reimbursement in Phase fi Developer must submit the PHASE lI COMPLETED contractor/subcontractorlvendor searches under the Federal System �;800,OOfl.00 * by: August 1. 2024, for Award Management (www.sam.gov). First Payment** (project must be approx. 25%complete)*** PHASE III Construction Hard Costs $1,300,000.00* ACTIVIITES: Prior to Reimbursement in Phase III, Developer must submit the PHASE III COMPLETED contractor/subcontractor/vendor searches under the Federal Syste,n $1,300,p00.00* by: February 1.2025 — for Award Management (www.sam.gov). Second Payments* (project must be 50% complete)*** PHASE IV Construction Hard Costs $1,300,000.00* ACTIVITIES: Prior to Reimbursement in Phase IV, Developer must submit the PHASE IV COMPLETER contractorlsubcontractorlvendor searches under the Federal System $1,300,000.fl0 * by: August 1. 2025 — - for Award Management (www.sam.gov). Second Payment** (project must be 75% complete)*** PHASE V Construction hard Costs $1,028,000.00* ACTIVITIES: PI I A-W V COMPLETED Prior to Reimbursement in phase V, Developer must submit the by: Second Anniversary of contractor/subcontractor/vendor searches under the Federal System $1,028,000.00* construction for Award Management (www.sam.gov). Commencement Second Payment** (project must be 99% complete)*** PHASE VI Initial Lease -up of HOME -ARP Units $50,000.00* ACTIVITIES: PHASE VI COMPLETED Prior to Reimbursement in Phase V1, the following items must be by: Second Anniversary of submitted: construction 1. Rent Schedule for HOME -ARP Units. See Section 7.5 Commencement 2. Tenant Selection Policy. See Section 7.6 3, Affirmative Marketing Plan. See Section 7.7 $50,000.00* Prior to Reimbursement for Final Payment, Exhibit "U' - Project Compliance Report: Rental Housing must be submitted to Lender. Final Payment** (Lease -Up of HOME -ARP Unit)*** TOTAL $4,928,000.00 *Developer will oidy be reimbrused fog° eligible expenses. The aurorurls are estiruales and are subject to Change. **Dewloper +++rase submit Complete Documentation 1afth Reinrbursernent 1?egrrest to Lender within 60 days from each of dire abevemenlioned deadlines in or der to be reimbursed. Failure to tfnrely submft Reimbursemew Reguesls and Complete Documentation along lvith any required reporls shall be are event of default, ***}frnilestone is reached before the Phase completion elate, twirnbursernew will be evade when the milestone percentage is reached and the Lentler is provided all required daC+rrtietreatiorr. HOME -ARP CONTRACT — EXHIBITS Page 6 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 09.14.2023 EXHIBIT "D" AUDIT REQUIREMENTS -JOURNEY HOME HOUSING, LLB" NOT APPLICABLE HOME-AR11 CONTRACT — EXHIBITS Page 7 Journey Hone Hausing, LLC— Journey Home Housing Apartments Rev. 09.14.2023 EXHIBIT 64EII LOAN DOCUMENTS .JOURNEY HOME HOUSING, LLC FIOME-ARP CONTRACT —EXHIBITS Page 8 Journey }come Flousing, LLC — Journey Horne Housing Apartments Rev, 09,14.2023 EXHIBIT "F" REIMBURSEMENT FORMS JOURNEY HOME HOUSING, LLC HOME -ARP CONTRACT -- EYJ-iIBJT5 Page 9 Journey Home Housing, LLC — Journey Home dousing Apartments Rev. 09.14.2023 Attachment I INVOICE Developer: _ JOURNEY HOME HQUSINQI LLC Address: 2400 Cypress Street City, State, zip: Fort worth, TX 76102 Project: Journey I lome I lousing Apartments Tax ID Number 87-4555365 Draw Request: _ _ - Amount This Invoice S Cumulative to Date HOME -ARP CONTRACT EXHIBITS Page 10 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 09.14.2023 Attachment 111 City of Fort Worth Neighhorhood Services Department Expenditure Woric%heet Developer: Journey Home Housing, LLC Project: Journey Home Housing Apartments Line No, Date Check No. Payee or Beneficiary* 1 2 3 4 5 6 - 7 8 9 1 t7 11 12 13 - 14 15 lb 17 18 _ 19 20 - -_ 21 22 23 24 25 26 27 28 29 30 Total Description* Amount -- 1 *Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if applicable. HOME -ARP CONTRACT — EXHIBITS Journey Home Housing LLC R Journey I loene [-lousing Apartments Page 11 Rev. 09.14,2023 EXHIBIT "G" PROJECT COMPLLANCE REPORT: RENTAL HOUSING JOURNEY HONM HORSING, LLC PROJECT COMPLIANCE REPORT: RENTAL HOUSING Project Nama: l:urr"a p Owner Name: Rei2orting Podod: From To _ #ofH®ME-Assi3tedUnits: #of High HOME UnitsRegWrad: #cELcwH0MEUnifsR&c0red: 'All dots sparked should be Cam131ant with fequlramenta dcacri6ed In contract and any Wandmants Lbw or High HOME - It date Unit Nurabar I i Rare Un¢^ TeYiantfda.ea I 1 I I I I I 1 ITy" O W....ha�d. I I I I I I I I I I Il\ Crhr Aaaiec—Tyh. sdicct $MM 1 Selwk. nvnr>'1nW 1 !.11k l E 9 Eaderly 7WWF. 'fRRA 9 Or& 3 Afirie&nl, east., a Twr. DO,—Lr heal a,aiawrtr ISi9TW a tin arvptanct. Hof C+atr or L3ct ILtmt IlnCamo uttdy {havrnl gy er Fu1 zor ERs CertlfktplL i Mot RCn{ AalcwCncr h'erx I� I I l 1 I ! I I I I I I I I I +jl I I I I I I 9 I I I I I I va seie6 r "A. 95'1ac41At- 2 A., A AM elan :nelAnrwaann Mawe $ Ka" 'Iamllenfr her Fialt[ 1 rundEr 4" M M! mm amy net Mt*d Saw d me at®YSRd n Wine of nvu leeefds at $tltA cr atom marl.. acorn.,'.salue.nmr.nreaM1eld.rl>•s an elrglrehdrm l.nAtlhnxFl lllaia'K Aede—;ly, rnw HMll=nn[S m / MI asgwad Ihn N�ph HONF WlrMard {sram:i, ^may hh Carp•d ny rhr• FnFf7J Aplann JIIYL nr itt]r.AF ainix.n PM rd.w Swrnor.HAWS.MtMdunix truer nnr Itav WMeE rmm Mrph NBME+wnts>Iri�ar to aA ruaae Nr,1tAF,a extort anMc cold;IM Cyn.rlalrM 1S IN IeS�raf rha ahrMn d t,^btrFe Ymuch.r� FyrMadxt Rrna er ma4 oy ]dNstcd mwrarly lncem6ltm laeuAnrdda a[65i vrt mama. rt1CorYlN.aqusaedfur h(eua'ryrgd vac, coral agraY-q rp ttuanFbmw WHdes A- a n.ts are PulYlsnee ry HUu, P.p tam mrrxr olr+ocal Cnofralaant nx-n,vmq nrrrat asSabn nC t e. 1KCePi f.t PnueC.6amPtl s:aamnua largr. Lax1a9ME rMt Yar6. EXHIBIT "Gr lt Montt e:44 � Otmr 4!r!� Annual Modlan Amalance jTy6d of Groggy ercame Hlyy�nVC7 RaceTVF9 ndlsahald' I I I I 1 ! I 1 I I I I I I I I I I I I I I I I I I I I 0 Am-Ilw. i;dlunlAfydrl ry�Mtr 6 YVhlrr T ASran M.WN1, a al-k: s r n: W s Aenee7COA Indl enlA a an N.W, a teacic 0 r] nor Ce2rmcaPvn. Tha undvrsrpnvd, nvroby, givss a�arancu H'iy 1a 1no bo:f of my Itnca'fvdgo and 6ativ{ #ro daf>9 rncludad in MHS TPort rs true anb actumlis, and it Is a ilo"rott 4q-,imv, Pas bean 000med by the aW"nn body otthe omonizaton W laf t6 Y W rn Isxldn ' tin.uvl Wrled W44J sl Wred dar:adlf drt{ 51104AC be uLl"A90 to #W CitV armallvutir vwr cwmbeci, A ceµv should be rellar.rtf br your taus. I rtla Print f tome. Plwilb Nu HOME -ARP CONTRACT — EXMBTTS Page 12 Journey Home Housing, LLC — Journey Home dousing Apartments Rev. 09.14.2023 EXHIBIT "H" FEIII;RAL LABOR STANDARD PROVISIONS DAVIS-BACON REQUIRE IV ENTS JOURNEY HOME HOUSING, LLC 'General Decision Number: TX20230015 01/06/2023 Superseded General Decision Number: TX20220615 State: Texas Construction Type: Residential Counties: Johnson, Parker and Tarrant Counties in Texas. Residential Projects consisting of single family homes and apartments up to and including 4 stories. Note: Contracts subject to the Davis -Bacon Act are generally required to pay at least the applicable minimum wage rate required Under Executive Order 14026 or Executive Order 13658. Please note that these Executive Orders apply to covered contracts entered into by the federal government that are subject to the Davis -Bacon Act itself, but do not apply to contracts subject only to the Davis -Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60).. IIf the contract is entered �. linto on or after January 30, 12022, or the contract is Irenewed or extended (e.g., an �. (option is oxerci5ed) on or lafter January 30, 2022: I I I I I I i I I I_ Irf the contract was awarded onl. IRr between January 1, 2015 and, {January 29, 2022, and the I (contract is not renewed or I. (extended on or after January 1 130, 2022: I I I Executive Order 14026 generally applies to the contract, I The contractor roust pay all covered workers at least $16.20 per hour (tar the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in 2023. Executive Order 13658 generally applies to the contract. The contractor must pay alll covered workers at least � $12.15 per hour (or the I applicable wage rate listed) on this i4age determination,( if it is higher) for all [ hours spent performing on that contract in 2023. The applicable Executive Order minimum wage rate will be adjusted annually. if this contract is covered by one of the Executive Orders and a classification considered necessary for performance of work on the contract does not appear on this HOME -ARP CONTRACT — EXI-I13.ITS page 13 Journey Home Housing, LLC — Journey ]-Ionic Housing Aparttnems Rev. 09.14.2023 wage determination, the contractor must still submit a conformance request. Additional information on contractor requirements and worker protections under the Executive Orders is available at http://t*Ai.dol.gov/whd/govcontracts. Modification Number publication Date 0 01/06/2023 SUTX1990-020 04/01/1990 Rates Fringes CARPE14TER (excluding drywall hanging and form setting .......$ 9.315 CEMENT MASON/CONCRETE FINISHER (Excluding form setting).. .......................$ 9.48 DR1nlALL HANGER ...................$ 9.00 ELECTRICIAN ......................$ 10.214 Form Setter .... .................$ 9.194 '* HVAC MECHANIC (including duct, excluding pipe work) ....... $ 8.337 *, Laborer, common.... ..............$ 7.25 Painters: 8rush......................$ 8.85 Spray ....................... 10.00 .* PLWIBER (including HVAC WORK)....$ 10.687 *" ROOFER ........................... 8.646 Sheet Metal Worker (Excluding HVAC-duct work) ..................$ 14.193 ** TILE SETTER ......................$ 11.50 TRUCK DRIVER .....................$ 7.25 �s WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. WELDERS - Receive rate prescribed for craft performing. HOME -ARP CONTRACT — iwXHMIT5 Page 14 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 09.14.2023 operation to which welding is i.ncidentai. *"* porkers in this classification may be entitled to a higher minimum wage under Executive Order 14026 ($16.20) or 13658 ($12.15). Please see the Note at the top of the wage determination for more information. Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis -Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health -related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has rather health -related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at https://r%nnq.dol.gov/agencies/whd/government-contracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (11)). The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area tovered by the wage determination. The classifications are listed in alphabetical order of ""identifiers"" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than ""5U"" or ""UAVG"" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this HOME -ARP CONTRACT - EXHIBITS Page 15 Journey Home Housing LLC - Journey [Ionic Housing Apaatrnents Rev. 09. W.2023 classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey gate Identifiers Classifications listed under the ""W"' identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this freighted average rate includes all rates reported in the survey, it may include both union and non -union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used it producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average State identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EWIPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 6010 in the example, is an internal number used in producing the wage determination. N /29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in ]anuary of each year, to reflect a f-leighted average of the current negotiated/CBA rate of the union locals from which the rate is based. WAGE DETERMINATION APPEALS PROCESS HOME -A RPCONTItAC:T—EXI-QBITS Page 16 Journey Home Housing, LLC — Journey Monie Housing Apartments Rev. 09.14.2023 1,) Has there been an initial decision in the matter? This can be: an existing published triage determination a survey underlying a gage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour National Office because National Office has responsibility for the Davis -Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.1.1. Washington, DC 20210 2.) If the answer to the question in 1,) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the Interested party°s position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4,) All decisions by the Administrative Review Board are final, «..Es-...=_ --- ________--- -lM JIMMIKE1401CMUP1x06.7.OV HOME -ARP CONTRACT — EXHIBITS Page 17 Journey home 1 iousing, LLC, — Journey Home Housing Apartments Rev_ 09.14.2023 EXHIBIT "I" SECTION 3 REPORTING FORMS JOURNEY I#OME HOUSING, LLC SECTION 3 BUSINESS CEWFIEICATION FOR CONTRACTING SECTION 3 SUMMARY REPORT ffo m HUD-60002) HOME -ARP CONTRACT - EXH1Brrs Page 18 Journey Home -lousing, LLC - Journey f-iorne dousing Apartments Rev. 09.14.2023 Fott t-I City of Fort Worth Section 3 Business Certification for Contracting Instruction. Enter the following information and select the criteria that applies to certify your business' Section 3 Business status. Business Information:. Name of Business: Address of Business: Name of Business Owner: Telephone and Email of Business Owner: Type of Business: (check type that applies) Corporation Sale Proprietorship Select from ONE of the following three options that applies: Partnership Joint Venture At least 51 % of the business is owned and controlled by low- or very low-income persons. A low- or very low-income person is an individual who earns at or below 80% AMI or no more than $53,600.00 annually effective JUDC 15, 2023. At least 51% of the business is owned and controlled by current public housing; residents who currently live in Section 8-assisted housing;. Over 75% of the labor hours performed for the business over the prior three-month period are performed by Section 3 workers. A Section 3 worker is an individual who earns at or below 80% AM I or no more than $53,600.00 annually effective June 15, 2023. Busyness Affirmation: I affirm that the above statements arc true, complete, and correct to the best of my knowledge. I understand that businesses who misrepresent themselves as Section 3 businesses and report false information to the City of Fort Worth may have their contracts terminated as default and be barred from ongoing; and future considerations for contracting opportunities. I hereby certify, under penalty of law, we meet the definition of a Section 3 Business under federal regulations of the U.S. Department of Housing; and Urban Development at 24 CFR fart 75, and that the following information is correct to the best of nay knowledge. Print Namc; Signature: Cer7 feariGn expires u}ithirt six molaths elf the dale of signalure. C[+W USE Date: is the business a Section 3 business Based upon their certificate? YES NO EMP,L 0YERS MUST RETAIN THIS FORM IN THEIR SECTION 3 COMPLIANCE FILE FOR FIVE YEAR'S H[7ME-A.ItP CONTRACT — EX1-III3ITS Page 19 Journey Home Housing, LLC — Journey Home Housing Apartments Rzy. 09.14.2023 v t~t Gty of fan Worth c Seedon 3 Worker one TwEeme Soct on 3 .Vorxer Certiidadan b�iy N d3 d- Cs, r•-. Background: 5ecsiaar 3 3 a prc icier. of the KUFD AV of 146li that Pronwes 'ate' econanit dexelapmen4 nc 51 bo hood eevno n t aeipreres ea and u dwrdroi 3e Fa14c encY-T: she 3rrare cerc t poF_ hie SeeuaA 3 tsq,-rca th=tmt City of FoY-V part � o: a reopieat erf err.--1 11UD Rrandaf a: iInrec Ic. p.. CBDG. Hl0 ME. and 110PAA aracram fond:l job and ranpioyme" op7avu,,hic to %* - or very f"er•>w.:n ccnm--San whh p jem :nd ar`uiae:V ax &ese vnc; heJ? ;CPT:) pr de in Jar rcigtbcrhvma Derekllotl. MIMI ow, or;obon�ttor_ me:irin; CFkV fund: must rnatie rewc, aalc e!kirc .t cunpey wih dais preSram, Th"¢ atpor, demor_�^actr how bu;�e-s erttwe.: ce tiFY :Eia 5eeimn 9 ua�nF aieircnptaye� arc �N repon ar their labor hoirr_ char ri ap.n S.L-6= 3 ernpia+.-nmc gw4- FhIzTUbaT kt PropeCt &a me and L roa#s Summary Sectioc 3 m Fo'!e recipier.. lk'.c CflV] aceaertabk tars-eir tAc P—V a O"he rnaL- u: are t=2i% d we mal abor He= rcparmd err. Pet. armec by $ta i- 3 worFea and r:. x5% aF-Je Inca I:aorhau: r -crtec are Business fnfarrnati{ HUD cab6ahed S"IF Name o/ Bucina� ac-ea.•rnd ar Trrpc'ser;SeecrKi 3+rlo.-il n. .Address of S-iaer I UM Ott tabor Hours 7a.as:CtiSli C=rMiAtA'a7Axe. P.'iY^J--prcl�ckCt tlCm X�ae ma9cate'3ne¢'�a,'CT[Caa3`J'C 7ajr.CCSa^ia`dLapf Half. Wan1e'{a�x�'r=�Q7.eTOCa!WQtrH� Name of Coamce Ceatact Telephone. llll Gea. mec � a: ka�'S`3 of tr prefect nr are av Kbv:ed m itc w7 3 Work -I. CGO = 3 Warder Labor Hour: 1rL1IV.Df � o} Total Leber No— Goa[ fds? Cell corns Srcc+ R mrt 2 ,c wet- r If not rnec aco atmhurod wTw-.r- c Cantatt ErrWil: boa: mec if at i -t 5%4+the cptat prcj = -: 'a. --Cell tn f tee and yerar. if rat met. o.QllTaegeted Seomn3 Wark.x tabor Maur_ ,iM1T'D! Y of Tacai Leber Bear. Goof Atet? S--ion 3x,- =tee Emo4ylA C@fti (1•Cdt Ckt[r2ath2uMt5=CaMr+reormaxpraride-d— that r"Fare-.deuuarineireeHar-Coosa=bw:nd+ trylor-iriooraalry -airs—plo}mentandba.ni Qappa Jtihe3• Li' �'=xcif•wCOn3-^'Cafe _.re%aLi✓n :e fnFSonieneer mmcn tv ar ream a e�S . imp emrnx 6b Hai ar trs n MpIgW,,.m -a txaiY f— ur uab viC/raY ado, CYlnn�+n+ Y maetrn�. r � es c am Ple: D aCf be a* mG:aCC� in t a DQFnRi M� Emp eyce Hl Eveen or AcrhnY NO, is Detaibe 5uvi krctipanan - Type ] 1 Gate of ,atteaBenr: I CaiR-.� ktra-,av A-=Cr�fun!?C.+arM:YI�tY E--- Al"a ._aee'!Jv]�miSS1f=FF°e�a;d, M�iVwel 1 I 11 � 1 v nD 1f either oat was not mei Imeaning, the pal labor hours sell is Val low], pile... explain your eftorto to meet the uninet goal. You may ralarea{e the above events held b ad a[;fvrtres urlderta.ken. .Ul C7 C3 Q) i; C7 v7 Q' w BtLineis AfCirmatinre r o'tlrrr -.tR the taa•/Q sY SJE awcaietq and eeRK{ Mte! bet. err=}' kr1bA' ILyG i undL:.-lid 5�3" rr�tC W,frp miani presall:iR81'r��rian �1aL4 eF CR [st p'a¢tt: and r�pa Kf:L'e.�fprm:.+an a .11Q CTf 9f FA'R'�Qrth may hire tl''v Co'I' to maw-ar ] .^...enaenv and deia�'t ar.e be a:rnd from arydrtand fuurcwn=ieerdor. fer mnera.r.3 ppaer-rnic . I hereEy evr f. urCerxnsky o!Iaw. are +ncQt doed nrt+ar a€ a Se -w 3 krane� :nder feCe-a �.S:l.Yor: a he DS Deparcmar, of x wm�aarea r Ural+ Deueiapmenc at 24 CFR Par. M a-,d th=' hr Falfewi-r iaiannatian it Lancet to ter x . of my k—koam-e. W U prim Nana: 4 i I Da=: Sy-nrvrc F }1e No tm No M. tic Q z ko No t:o 0„ No Na he No tro No ..iqri r+a No fiia hp }ip Na Nb S~ }lo Ha fie 'aa Tavl)aoer Hour, 0.cc a40 Definitions For the purposes of this reFor„ a love or very low-imcomei worker a one who earns at ar below bo i and 5M of the area median Income (AN4), For facal year:0-1 HUD has established a low Income salary for an individul as no more titan SSQ,650JW annually leffective April 1, 2021). Outreach efforts. Include but are not limited to the following: ill Engage in outraach efforts to generate job appFcants who are Targeted section 3workers. 121 Provided tralning or appranticeshfp opportunitles, {3l Provided technical assistance to help Se•_tlon 3 workers compete for lobs(", resume assistance coaching). (4) Held one or mare, job fairs, f51 Provided asststa .-e to apply farlor aOend community college, a four-year educational instittmon, orvocatlanall techniralgratning, {6) Provided technical assistance to hHp Smctlan 3 busk,ess concerns understand anal bid cn crntracts. 171 DMded contracts Intosm ir"pabs to facilitate participation by Section 3 busim5 concerns, professional services means no ncongromon services that require an advanced degree or professio:uil iicensing, induoing, but rot limited to, co..rtracrs far regal services, financial consuhiM accounting services, erwironmental assessment, archftecivul servicesr and civil englreeNngservke5, Professlanal Service hours are excluded from the total fatior hours but can be Inciulee in the5ealon 3 or Targeted Section 3 tabor hours If the emplayee mee's the ddfnitfan of a Section 3 or Targeted Section 3 worker. A Section 3 business is one that meets At qt _ at a ofthefollowing criteria, documented within the priersiwmonth perlod ofsubmittrig the certiFicatlon and repom 11) At least 51%owned and rarrtrolled by law- of very lovr-lacome persons: OR 121 over 75%of the labor hours performed for the bu5lnau over the prior Three-rc,onth period are perfo med by5ection 3 workers: OR 131 It Is a business at least51% owed "cantrelted by current public housing residents or residents who currently liver;, section S-assisted housing - A Section 3 worker is any worker who currently fits or when hired within the past live years fit at least one of the fog owing categories, as documented; (11 T*.ia workers income for the pniMout or antualired calendar year is below the Income limn estath,' d by 14UO: OR (2) The worker isamployed by a certified Section 3 business:OR (3) The worker Is a YmuthIluild partidpant� A Targeted Section 3 worker for projects recarving houang and communrtiy dewlopmenx financial assistance means a Section 3 worker who: {i) is employed by Section 3 business:OR 12) currently fits or when hired fit at least one of the following categories, as doeumrlted within the past five years: (i) Living within the service area or the neighborhood of the praje or (0) AYouth3ulid participant. C� O W as'YcIYO r � • i % v v � . l r � .?r ir;,p;5kt'I11 I S' • -�J.r. ftirg� A. r[,� �, f i 1 ,may. i- � • t a. � y�i. ..c P.IY' F _ +Crowley 12d; Y +4,` r A t tit �. � � _ •. r c ff v. ra ° °w°'r71iC'adp{i+� +� Yoh , f•^ Mf w,rt..ra �j. q Ff i .r 3u` EXHIBIT "J" _ STANDARDS FOR COMPLETE DOCUMENTATION JOURNEY HOME HOUSING, LLC FORT WORTH, Standard of Documentation for Reimbursement of Development Costs Cost Type Acquisition of Real Property Pre -Development and Soft Costs (Architect, Engineer, Landscape design, Surveys, Appraisals, Environmental, Legal Fees, Other Consultants, Etc.) Neighborbood Services FINAL, as of 6121/2017 Documentation Standard . Notice to Seller { date must be an or before the date of aptlons agreement or -sales contract and signed by the buyer and seller) • Recorded Deed of Trust Purchase Agreement w/ Required HUD language • Master Settlement Statement/HUD-1 • Appraisal or other document used to determine purchase price Proof of Pavroent {i.e., hank state ment/cancelied check) Verification of Vacant Status (as applicable) - Invoice should indude- • date; • company's letterhead; ■ address for which service is provided; • description of service(s) and item(s); amount for itemized services; and ■ total amount • Proof of Payment (i.e., bank statement or cancelled check) Fully executed contract/service agreements/letter agreements and applicable amendments to Provldeprintout from www.sam.aov,verifying rontrsctor/subcontractor is not listed on the debarred and suspension list If only a portion Is being paid with City funds, then show calculation and documentation of how costs are allocated. Page 1 HOME -ARP CONTRACT — EXHIBITS Journey Home Housing, LLC — Journey Home Housing Apartments Page 23 Rev. 09. l 4.2023 FORT WORT ., Standard of Documentation for Reimbursement of Development Costs Construction Costs - Invoice should include. (Contractors & subcontractors) ! date; • company's letterhead; ■ address for which service Is provided; • description of service(s) and itern(s); ■ amount for itemized services, and ■ total amount - Proof of payment (i.e., bank statement or cancelled check) • Copyof applicable inspection report(s) conclUrted by NSD Inspector Copy of executed agreements • Provide printout from mvw_sam_eov verifying contractor/subcontractor is not listed on the debarred and suspension list - If only a portion fs being paid with City funds, their show calculation and documentation of how costs are allocated. • For payment of final retainage for the prime contractor, provide lien waivers for the prime and all subcontractors. - List of subcontractors Materials Purchased by Developer Invoice should include: (if applicable) r date; ■ company's letterhead; • address for which service is provided; • description of service(s) and Item(s); ■ amount for itemized services; and ■ total amount • Proof of Payment (i_e,, bank statement or cancelled check) - Verification of delivery Developer Fee - Final Invoice Reflecting Total Development Cost (if paid directly from HOME funds) • Proof of payment for any other entity/funding source contributing to development costs show calculation of agreed upon developer fee percentage - Copies of final lien releases from contractor/subcontractor Complete Documentation income eligibility of buyers/renters (Le., income documents for eligible homebuyer/tenants, sales contract behveen developerlhomebuyer, HAP Deed of Trust with required affordability period language, etc.) • tease documents - Final inspections of completed units Neighborhood Services FINAL as of 6/21 /2017 Page 2 HOMr---ARP CONTRACT — EXHIBITS Journey Hanle Housing, LL,C — Journey Hoene Housing Apartments Page 24 Rev. 09.14.2023 L V'Y IRI1 if]K77 CONTRACT AND SUBCONTRACT ACTIVITY REPORT JOURNEY HOME HOUSING, LLC HONE -ARP CONTRACT — EXHIBITS Page 25 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 09.14.2023 Cmtracl and Suhmniraet AC&ky 'C S -Mm erL. m7 ITth"Derr neat C k0 Apo c,� 4®: i;T-778a 61ta Drp >� bP n rdna:Z�amil P lc eepmag turdca faL`es ca KC cz arnr4ssa4m ir-:teaaitilWii r 5hur PferMEWd, RAAng lkstirL fios=5xngi try .: rCxogmsug Um seu :, SU.w gaaa em Wang t2 ma ne!d:d. odMapl-mg and rvseWR We Cd;ca= Ofmfamaem Tde klT�a7au oa i:sluncr� tiJD paq cc! w➢ed 0isW=s:wnWyJn ae nN arjaFtaj4n rand EL- Itic 3;m, ww: it 1! 14y! a=frly ss93024t4Dcl Nu3tr E.•-cwv orCas+3W My 14,oM, dirnU We i1t=ly 9 as iDc dipmaSAWrs d2U he deml ape4 7rj caM Fedo-446w9 and;7u'Cesie:[wfl; a dsil Manih muxnly bm'= daekrMesa ekjeY4VM The Lat=Lce rs 7: 97 HVDto mDmtw�nd essil 'Si aClrcWaaFev7 ReId�1 P[agelruua's lly znd 7.r dGi�Yed �srtitp tuu0ess enepdm S!!EC}�cs. 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Edev7msrals a•;F.pdr ssrr7re 4-hn� t[.Y�urra!ui a•iNta 9. exhF..�F14: in S•F.-ft tc ka rae i,7tvcl;L• e', 0.04ee d•iiudchm Pxrire � �e er. �eaFh fnyi Hii II-351fi [3?9S1 , HOME -ARP CONTRACT —EXHIBITS Page 26 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 09.14.2023 This rep art rc h be uoaplaediy glantcr., ekxdapa:. Won sort. builders,;vo%os..sd+or proiat ewucrsformpasemg com rwtma vb=trW =:iy;mcs it 210.XZ Dranw: uni; the 141ac5oa pt-Vamr. Corrmumitylhocivpmear 9toekGum I=tstlemtmtand scow cider), 1l6msDosdapntmtAcut4 Grants.HowwAgDcytIepmmbGrmrSs,Wtif=il7Bi-w43and Nauupa dPubLcudMonHeusmgAt6mm.micontrartrmioredWo.YTerapiem:sef CDS�armtailitarLan a::tuaart Cantraceurfwb=t;ws of lac:h= I10A 00 need berepancd Daly of FJ4 cmvracts TFZ"Mt a upircait parti am afgour total cmtrac&ig aedtacp. BCludt surly eamyxti wenalea dsrmg t:dt reperceg pmod Tate form hx brew mseified xo capture Sectim a comr.6 data in :et.Dmas 78 add 7i- Stab oar i ragtarss tbx the cmple,dra mt axa ethna tccmo tie oppsrtaaitics geasrr.-ti by m firuina i Unsun re f r bossing and cammimity dcerlopmmt programs IbAb, to the greatca Umo: Ftasi6ie, be ciractea toward Iw,v-Sad Very 1ow4roae Mons, particulsc15 Chostwba we zed p<rntz oEgaVernnaaat nsiummr ear horsing. &ctr,pitnts umng the r form I a r:par. Gectt oar ? wolam datamuex almase PutIofim Ff -60002 to repro:aployment and rrasatn; cppx. weir d92 Fors HTJU-3515 sC Cs ke Cmmmunit}• }]vsaIvpwmrPrbO'alns i. Grams..r sae-r3 navea the nx.k oe Eaeemrr+»tabmi:liag de meat 3. Caatm et ptramC Eater mom c m d pt ots or pulva responsible Ear casautamng m d a:bmittcag matramirub ramm•sz data 7a. Gr.mtlPmabrrt Enter the E sID Catna,maity 7evdtpmm01-9[ GrMl. Fdefthftcdtion Number (witb dadirs). Far -tsnplsL S- g-MC-25•G03E For'entulr amt?rmglws And 31umt Gtyrrmlu•ymar eartpr eh earive arogca:e:r.ewa doe lases: approved Vinit member, c ompldtd for public and If. dim 7ooei and ao.dmast cammonLy dcucloprnciA ivi:un I. Farra Hn- 60402 it to he tompl coed by all other MI, progrmt mclu ding St.sc aced mrA'-'c d ccanMA deeelerpmentplogiana eoperedoad�+Seeu sD3. A>eudae3Caat[xeasitubt+sntr�oC ira hadnc rscamsae Lot pravines cmoammic oppodpmities to low mmd wslp Low intone Ces:damr of ibc mcrropoNac raa (x nmm mC troptb lsu:vumty), tmdudmg a boon ns Contra than is 51 prism armare twmed by la;a•iaccete rkidemts. or prom des mjkc as matting a burr ss d. ziopx.tw opp wtiiwta to brss;messe t Dwarf by Sow or kmwtiaca®emticanC Iow aria v..^,slaw-m.c�raeresi�tt:, :ac]ude Fas[iuparrp tt Ycutktbuikd prrgramr srhn' idred soda Subtid e D of Tulr:V of ih c Cr.:tan aG:aade: Vsa anal A.Casdable Houmag Act hr Ierar ioxaacxnepnecas' m3 "veer}' iow.;acmme pereea!" haoe ibm past mnxmg: oven the tiamsiaofshe UrateaSir=&-srimgAdOE193i. Lcm amm:.cWiens tiun Camps sr (include$ Ingle parsontt wh8lt inc6mmr do not `Steed s7 per=tuns cf 'be meddam ince me For tI area, As d<teanm en by the Stertiary, -irh adprnm MW rcr Ind la as lrgx rim lsa, cxcopt -.hat the Seaatary m17 cstabli di Iso om.e ceilings htgber or lever than 3011 a ;carom of the ma6at ro¢ 1he antra our the bads of the Seaaar71 Endm;s thA F-ch Vrcri oar ate a cony kww:e of preeatl;ng levdI afeac arutame Idufnraso ft housing Program r 1, Gra nttTrej eat German. En ttr the meta; erne wait or gomcrraats, 49emt7 err avrtMvr Con ty suhminiag skis rapoit 5. Csatart Fa L. Saner as anon 3 under%D Programs d,RAV "tinI Period: Cbrckwd.7 mar period ,b, Amasat of CrmtrarUhbbcantr.rC sate. the "IN arnmmt Faun sL-dx doe pelctstdodlu. If mbtosnctor ID ntuat" to pia"did in I', the dollar fi sue mould ban for the mbm9meaq ordy S. peciram Cadv: Enter the 4pr*n3w pragras, cane tad mat fat it pins moat-a;s. 7c. Type rrTrmde: Bair the auascac codes vbseh bast ifi4cates Jot contexa Skubm�ra tarmr'e retina lr;u',uvrac wr ID mi. brrka provides is Z. tin type of made sad! V toil d b s for the su3:rmracttr oae7 and ass fat the;amae c oaretx. The'adhe c2tegor7 timcludes mpp'r, nroFetiaml souk is mad 1 o-A u uw6n reepC C.AstntipD we educauan: trecmg rictivitice• 7d 18m dam iiaddIthnidG sod it C ode: tale iht wine is es* Which m di cam The rami,11ak, dgmder:.a1•suvoeth C4 Merl moil yairo[krfs}vF 5Nti aishe bbslAete 'Nam;-.atmertitnotowmwlasA.c.atrolitdbyarmytingleracialietxoir�talie'¢ a2u-r. eamadm cads which reenu mom ap, r4nao, � thambcontrlaxICt n maker is pronded the eo de saaalI apply co the s¢bevmttntCa mdmat can At pnmr "ncrietor. 7e. Wm w dxaed Radom: Eater Ti o w %. if. Cgnasaorydems It odour (ID) 7%mbers:ater the Empioyrr LIDS) NutnSer rfthe Rrme Contrutor as I$c unique I&nlifia Forpamc =. Ipicat of HIM [undo Hose that thsErplostt (Gist'} Number mast be provided for ea6 eaouxdtntcmntraet awed 7g. Srction3 Cc armor: Sniff Ter oar _`Fa 71. Suh[""crar worn ,Gcmdmm (Mi Ifrmber. EAtcr tot Fmpl oyer{Rs"i lumbar of t§c srbcon rrtw a the unique ideaiMerfor each rubcontract m,ardtd from MM fucd: 7nen 'be cuk toaxrZ X ID tfvmber is praaid! i, than re:pe test Pma a Cmxraet rD Dumb; MU-,t al ran ke proidad. ri Sermon 3 Cmnlroetmr, Bata Yr. Dell. 'fj. Cmdredar subeoma"lat lame mad Address Enar tics imfarmats in far sac fi.m scraw,mg coatta^,hutcvnTza ectmty errs,- vac Lima an nark rap Pri Far ts-h firm 7, Gro atsh q.st Niumot er: Emtcr the Fraject Rumba sr Hwsiu; Dmvclapm eat Gsaal or Druahcr aFngeed 75. pmoanta{Caarsuu'Subeowmn: Samcas item h. under CpD "erc�x. 7r.73Te mf Tradm S=.casJ= 7c. uda M- Fragra: si 7d. HwinaaBariol.•EcbaicGrnder Cmda Sacra: ;I>xr 7d ;code CFD Frvtrunr. 'e, Woman Gwasd Buseaerr. 'Emte. Fer err IT 7LCoowtosw,idm.tifiatin.=Number:Sov-o-Its-7funrdetT:B Worrrmx 71. Section 3 Con aattar; Ecrc o; tin Tic 5rbsanxraomr Ideal ration tlDi NnmhLr. Smc as item 7d Imder (!PD ?. vg:mss "L Section 3 Contrartar. E1:er Yrt err tdv '.�. Contracm:`Smhronrrmrrot Ifam. a4 Adelrrse � u t:aeL 71. wader �P Frogrios taste er wusald'ayhi� r. iaarinecaz Eamili es. V�I�Vymooraafmiliea (moiukra siaglt Pcrsont) whom sn cam rr dv not Mcted 5t, per cent= of:bc Manila fmslp income Eor is axes, as determined bg the Sesrcxm with ad•uimamu rm sFaallo• adlugn fmmtilies, tanept thrt Wr: tep•:sarp may r_tablish int omm ccdiaU high a or Iowa Chart 30 per ceatum tf fee medico Ear Sid a a ,a me die'wi€ o' The Srcv rl's t%asfimgs drat rack van moat are mxcssry` Zmauss a UacmFlly high orlrno raaulg ameamrs. Subast two M ropier ar tbir rear. to your lowl. EUD Mae welkin Ica 00)days afla 11c9 cad w the repattiagpesiod ym ch-�sdxn item Jon tie fiant. Complete meta 7h. -Only once In wh camlrarmrlau}sc�ottscar M ca^rc «ni •rmmuv re7+ar; Eater de prime _ewtvetcet Mon 0M 7i far 211 comuscrs sox sabmentraets.IncMe only cvadrer✓~ eapcc�.d danry t]I! rcprrant: paicd TEExIFts ere to rcFn1 sill CamrardrSJh [a mlra:t a. Yub@c limasing lad Indian HvuSing Programs P$Aa11HAs are to r:p�7.dl ccatanz`suhcwtrmsts LitiL fL carp CoatraelR rzrrated�rtrity lkts xepxsdagperi vd 1. Prmj act Nciat Entur LIIa b sn a odor umi I arEr,cmaimt agapcy or MMINsw attar} ±ubmitting dust rtpHx Checkbox as app-aprisrc 3. Cmnurt permit: Saaeu ism 3 umda :"FD Per cans. d. Arpordryl Period: meek ealp one period. S.Frograss C.& sntc the appropriate prnaraa csdF .a, Gasat Project lumber Ea:v the MJD Trapee:Id ms"a r or eunng Dr. ticpmeat G" or number; a=sigced IIt Am mint of Conmaer%Smh contrast-. Scot ui secs 7b.m ckr LPD DragMax 7r. Iyy a of Scud e: Same mi tract % auEcr CED Prmrr,,,. Ecsiaas Padablanir:'Aandrs Code: Ua,aitem d uaekrC?Dhostams. 7m, ipomm flwned Easiness; Laser Yca At Nc 7F. Corittwwr Idenrdfir l6ae fsI7l Rather- Sync err ilem 7f. muder CPD Froprimt. It. Strtimr3 Ccntrusar. Low Yea sit No. 7h-Sobcamo-acmr Tdmtfiratiam fall tfat.her: Sale mitem 7b uadcr M Fregrams. 'i, Sntinn 3 Conrractisr Erect isms err Y o I. Cotaraccce!iabc amtratswNatt a a ad AdArasc Sam rtg ilea, i} umdtr CPD?rva— HOME-ARP CONTRACT — EXFIffiITS Page 27 Journey Home Housing. LLC —,Tourney Home Housing Apartments Rev. 09.14,2023 EXHIBIT "L" HOME-A►RP DEED RESTRICTION JOURNEY HOME HOUSING, LLC HOME -ARP CONTRACT —EXHIBITS Page 28 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 10.27.2023 EXHIBIT L'M" HOME -ARP REQUIRFIVIENTS JOURNE Y HOME HOUSING, LaLC Capitalized terms not defined herein shall have meanings assigned to them in the Contract. Developer shall ensure that the Property Manager receives a copy of the HOME -ARP Contract which enforces the HOME Regulations and the HOME -ARP Guidance. Below is an mitline of the HOME -ARP Requirements that the Property Manager will be responsible for while managing the HOME -ARP Units in the project. Some of the Capitalized terms not defined herein shall have meanings assigned them in the HOME -ARP Contract, Property Manager acknowledges that the project operates under the HOME Program Section 504 requirements. Accordingly, Property Manager shall. exercise its commercially reasonable efforts to take the following steps to: Comply with Section 504 requirements and other federal accessibility requirements. The Apartment Complex must contain 7 Accessible Units, 5 accessible to individuals with mobility impairment and 2 accessible to individuals with visual or hearing impairments. 2. Property Manager will follow the procedures given by Developer to rent HOME -ARP Units to residents who are chronically homeless individuals with disabilities who are at or below 30% of AM1 as set by HUD. 3. Property Manager must manage the HOME -ARP Units as set forth in the chart below to ensure that they are occupied by tenants that are either High I-10ME-ARP Eligible Tenants or Qualifying Population Tenants as described in the HOME -ARP Contract. The bedrooms of the HOME -ARP Units must be proportional to the overall bedroom mix of all the units in the project. Property Manager must manage the HOME -ARP Units in accordance with the chart, the I10ME-ARP Requirements and the guidelines contained in the Managing Rental Unit Mix Under HOME published by HUD at: littus://l i les.hudexcliatige.info/resources/documents/Manapiiip-Mental-Unit-Mix-Uncles-l-IOME.t)df -HOME-ARP UNIT MIX ! Proposed units 96 1-BR 0 2-BR 0 3-HR 0 4-13R (96 total) HOME -ARP Units 40 1-BR 0 2-BR 0 3-BR 0 4-BR _ (40 total)* *The HOME -ARP Units may be designated as floating, if the IIOME-ARP Units are comparable to the non -assisted units in the _Apartment Cornplex. 4. Property Manager must notify Developer in writing within 30 days if any IOME-ARP Unit is occupied by a tenant who is not income eligible, or if any HOME -ARP Unit remains vacant for more than 90 days. 5. The HOME -ARP Units are floating. When a "floating" unit is changed within the project, the newly designated "floating" unit must be comparable to the non-FIOM[ AIZP assisted units. 6. Property Manager must charge the appropriate HOME -A" rents and not charge rents in excess of the HOME Program bents for any given year. These program rents change annual ly and Lender will provide Developer and Property Manager with updated HOMF rent limits so that rents may be adjusted (not to exceed the maximum HOME rent limits). For projects that have floating HOME -ARP Units, per I -IUD regulations, changes may need to be made where instances of tenant's income either rises above or falls below certain thresholds. Property Manager should refer to the Managing Rental Unit Mix Vnder DOME -ARP CONTRACT —EXIMITS Page 29 Journey Hoene Housing, LLC -- Journey Home Housing Apartments Rev. 10.27.2023 HOME found at hays.//files.hudexchanizze.iiifo/resources/documents/Manap-ina-Rental-Unit-Mix-Under- I IOME.Wf for guidance. Property Manager should retain necessary documentation to demonstrate that each HOME -ARP Unit is occupied by a IAOME-ARP Eligible Household. General rental housing; records must be kept on -file for S years after the HOME Compliance Period ends. Before executing any lease for a HOME -ARP unit, Property Manager must verify all new tenants' income eligibility using the annual income definition in 24 CFR 5.609. Income documentation must be sufficient to show that a tenant is a HOME -ARP Eligible Household. Tenant Documentation may include but is not limited to copies of paychecks, Social Security and disability verification Fetters, interest or rental income statements, retirement income statements, child support and alimony verification, unemployment benefit letters, and the like for initial tenant income eligibility verifications, and the tenant income verification required every 611' year of the Affordability Period. Documentation for tenant income eligibility verifications for other than the initial lease and the Wit year of the Affordability Period shall be a Lender approved income self -certification form. Property Manager shall use the most current HUD Income Guidelines and Technical Guidance for Determining; Income and Allowances to determine tenant eligibility. 8. Property Manager shall maintain copies of Tenant Documentation and ail tenant self -certification forms as required under the HOME -ARP Contract. 9. Property Manager shall submit for Lender approval a sample tenant lease prior to accepting; tenant applications. This sample lease must include:. a. Tenant must be given at least 30 days written notice before rent increases may be implemented, and 30 days written notice must be given notifying; the tenant must vacate the unit. b. The lease term for a HOME -ARP Unit must be for at least I year, unless the tenant and Property Manager agree on a shorter term. c. Tenant rents may not increase until the original lease expires, or until 1-year anniversary of tenant entering into the lease, whichever occurs first. d. HUD publishes IIOME rents annually, and Property Manager should use the numbers provided to calculate rents. e. Maximum allowable 1iOM`E-ARP rents must be reduced if the tenant pays utilities.. f. Tenant lease must inform tenant that their income will be reexamined allnUally, either at the anniversary of the initial income verification, or at lease renewal. g>. Tenant lease must explicitly state that their rent may increase if the tenant is placed in a HOME - ARP Unit and at the tune of incorne recertification, their income increases above or the required thresholds, 10. Rents charged to tenants are subject to the HOME Regulations at 24 CFR 92.252 (a) and (b) and the HOME -ARP Guidance. Under no circumstances may the maximum rental amounts charged to tenants of HOME -ARP Units exceed the HOME Rents minus rnonthly allowances for utilities and services (excluding telephone) established by ACID. Property Manager agrees to abide by HUT) approved schedules of HOME rent levels and locally adopted utility allowances published by the local housing authority, Property Manager should keep records that include documentation to back-up rents levels and utility allowances. 11. Property Manager MLISt have a tenant selection policy which provides for; a. The selection of tenants from a written waiting list in the chronological order of their application, HOME -ARP CONTRACT — EXHIBITS Page 30 Journey Hanle Housing, I.LC -- Journey Home Housing Apartments Rev. 10.27.2023 insofar as is practicable; b. The prompt written notification to any rejected applicant of the grounds for such rejected; and bi- lingual leasing and management assistance. c. Ensure that holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or similar subsidy) are not excluded from renting a unit in the project. d. The tenant selection policy must address non-discrimination and affirmative marketing; as per federal guidelines. e. Market Accessible Units in the following order: 1. Market within the project to persons requiring an Accessible Unit, 2. Reference waiting list to check for persons requiring Accessible Unit. 3. Market to general community for persons requiring Accessible Unit. 4. Market to persons that do not require accessible Unit. The tenant selection policy must address managing HOME -ARP Unit mix under HOME Regulations and the HOME -ARP Guidance. The tenant selection policy must comply with state and local tenant/landlord laws. Property Manager shall adopt affirmative marketing procedures and requirements for the HOME -ARP Units. The procedures and requirements must include methods for informing the public, owners and potential tenants about fair housing laws and policies so as to ensure that all individuals, without regard for sex, age, race, color, creed, nationality, National origin, religion, handicap status, disability, tamilial status, sexual orientation, gender identity, gender expression or transgender, are given all equal opportunity to participate in the project. The procedures and requirements must also include the designation of an individual that will be responsible for marketing the project and establishing a clear application screening plan and the maintenance of docurrientation and records to evidence affirmative marketing procedures have been implemented. Lender shall have no responsibility with regard to affirmative marketing of the project. Affirmative marketing procedures shall be submitted to Lender for approval prior to implementation. 12. Property Manager shall abide by all federal, state and local non-discrimination and fair housing laws. 13. Property Manager understands and agrees that it will be subject to monitoring by Lender for compliance with the HOME Regulations and the HOME -ARP Guidance for the duration of the I5-year Compliance Period. Property Manager will provide reports and access to project tenant files as requester) by lender during the Compliance Period for 5 years after the end of the Compliance Period, and will meet all the reporting requirements set out in this Contract. This Exhibit shall survive the termination or expiration of this Contract. Lender shall have access at all reasonable hours to the Property Manager's offices and records dealing with the HOME -ARP Units, and its officers, directors, agents, employees, and contractors for the purpose of such monitoring. HOME -ARP CONTRACT — EXHIBITS Page 31 Journey Home Housing, LLC — Journey Honie Housing Apailments Rev. 10.27.2023 EXHIBIT «N„ VAWA FORMS ,TOURNEY HOME HOUSING, LLC • Notice of Occupancy Fights under the Violence Against Women Act • Model Emergency Transfer Plan for Victims of Domestic Violence, Dating Violence, Sexual Assault, or Stalking • Emerl ency Transfer Request for Certain Victims of Domestic Violence, Dating; Violence, Sexual Assault, or Stalking • Certification of Domestic Violence, Dating Violence, Sexual Assault, or Stalking and Alternate Documentation • Lease Addendum Where permitted by federal regulations, Developer may use its own forms so long as they meet the requirements of the VAWA and its accompanying regulations. Developer is responsible for ensuring that the proper forms and required actions are taken in compliance with VAWA and any applicable regulations, and acknowledges that it is solely responsible for using; the appropriate fortes as they may be changed from time to time. HOME -ARP CONTRACT— F HIBITS Page 32 Journey Nome Housing, LLC — Journey Home Housing Apartments Rev. 10.27.2023 EXHIBIT -o- REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS JOURNEY HOME HOUSING, LLC Capitalized terms not defined herein shall have meanings assigned to them in the Contract. The purpose of the 96 PSH Units is to reduce the population of chronically homeless persons in the City by combining rental assistance with supportive services so that formerly homeless tenants can maintain stable housing. The Project owner is responsible for securing resources for rental assistance and supportive services for the PSH Tenants. These resources must be in place by the tirne of initial lease -up of the project. PSH projects are complex and consist of many partners, processes and roles. The, requirements below are based on Tarrant County lloineless Coalition ("TCHC") standards as well as learning from existing PSH projects. Project's Relationship to Tarrant County Homeless Coalition • Owner should follow the rCHC. process for setting up new projects and beginning referral process • PSH Tenants must meet the HUD definition of chronically homeless. PSH Tenants will all be referred by TC14C as approved by Coordinated Entry for PSH for initial lease up and throughout the Performance Period; Owner must contact TCHC and the agencies providing the rental assistance for referrals within 5 days of learning; a PSH Unit is available whether the occupant has given notice or not in order to begin the referral process; specifically, 5 days after an eviction being; granted, posting of notice of abandonment, Notice to vacate given or a tenant's death • Owner will sign Landlord Memorandum of Understanding with TCHC (Exhibit "D"); Owner shall direct property management and case management to participate with the tenant in mediation provided by TCHC before, lease is terminated or eviction filed except when there is a health or safety risk to the tenant or others of the tenant remaining on the property; If mediation is not available within 20 days, this requirement is waived. Project's Tenant Eligibility and Lease Up Process • Whenever a PSH unit is available, TCHC will refer eligible clients who: * Arc approved by Coordinated Entry for PSH Have documented disability * Have documented chronicity a Live in the City of Fort 'Worth a Are not lifetime registered sex offenders If a TCI-IC tenant referral has a criminal background related to a crime against persons, the 5SP and property management will discuss with client and evaluate to determine if the person poses a risk to the health and safety of the development; If the person is determined not to pose a risk to the health and safety of the development, referral will be accepted; if the person is determined to pose a risk to the health and safety of the development, the 5SP and property management will request another referral from TCHC; HOME -ARP CONTRACT — EXHTBITS Page 33 .tourney Home Housing, LLC — Journey Hone Housing Apartments Rev. 10.27.2023 It is the expectation that Project will follow the TCHC standard which is accepting at least 90% of referrals Project's Security * Owner is responsible for providing a detailed security plan for the project at the time leasing begins. • Owner is responsible for meeting with the City twice a year to review security plan and discuss any adjustments needed. Project's Case Management - Owner will provide adequate onsite office space for each onsite SSP employee so each case manager has a private space to meet with tenants at no cost to be used exclusively by either the SSP's staff` member or staff members of other agencies providing supportive services, as we] I as a telephone line and internet access sufficient for staff members to access the Homeless Management Information System ("I-l<MI5') maintained by the CoC. The star members will coordinate with Property Manager on scheduling office space needs. • Owner is responsible for providing sufficient case management to have a maximum case manager to tenant ratio of 1:24. • Owner is responsible for ensuring case managers have gone through case management standards training as well as foundations of case management training at TCHC and SSP submits proof of training annually. • Case management standards are discussed more specifically in Exhibit B and Exhibit C; Project's Property Management • Owner is responsible for ensuring property managerent has PSH Property Management Certification through TCHC within 60 days of beginning of site assignment and submits proof of training annually; + property manager ensures that all PSII clients are informed of their right to request reasonable accommodations and that there is a formal process for hearing these requests and acting upon them; • Owner will ensure sufficient budget for unit repairs and replacement of originally provided essential furnishings as needed (eg bed frame and mattress); • Property management shall promptly notify in writing (email is acceptable) the SSP incases of any PSH Tenant's financial hardship (for example nonpayment of rent), lease violation, or any other circumstances deemed appropriate by Owner or Property Manager within 10 days, to avoid involuntary termination of PSH tenancies to the maximum extent consistent with sound management of the project; * Property management will work with partners to develop a tenant council at the development. HOME -ARP CONTRACT — EXHIBITS Page 34 Journey Home Housing; LLC— .tourney Home Housing Apartnienls Rev. 1127.2023 EXHIBIT "H-I" RTQUIR1 MENTS FOR PERMANENT SUPPORTIVE HOUSING CASE MANAGEMENT JOURNEY HOME HOUSING, LLC Owner will ensure the Supportive Services Provider (SSP) will do the following: Employ sufficient full-time case managers to have a maximum case manager to client ratio of 1:24 and employ sufficient program supervision for 96 permanent supportive housing ("PSH") clients which will include the fallowing: A. In General + Document the nature and extent of all services provided to chronically homeless individuals in the City of Fort Worth receiving case management services hereunder ("PSH client") in a complete case file, with case notes in the I-IMIS system within 3 business days of a service being provided hereunder. • Eligible clients are these; * Referred by Tarrant County Homeless Coalition as approved by Coordinated Entry for permanent supportive Housing o With documented disability a With docuRnented chronicity o Living in the City of Foil Worth o Not lifetime registered sec offender + If a TCHC tenant referral has a criminal background related to a crime against persons, the SSP and property management will discuss with client and evaluate to determine if the person prises a risk to the health and safety of the development; If the person is determined not to pose a risk to the health and safety of the development, referral will be accepted; if the person is determined to pose a risk to the health and safety of the development, the SSP and property management will request another referral from TCHC; • It is the expectation that Project will accept TC1IC referrals and it will be extremely rare that the SSP and property management reject a referral; • Ensure that all PSH clients are informed during their initial meeting with. the case manager of their right to request reasonable accommodations and that there is a formal process for• hearing these requests and acting upon them. When necessary, assist PSH Clients in submitting reasonable accommodation requests to the properly manager; • Abide by `fX-601 Tarrant/Parker Counties Permanent Supportive [-lousing Case Management Standards (Exhibit "C") B. Services to Facilitate Housing Assist clients in gathering necessary information for lease applications, completing; lease applications and housing voucher applications if needed; I-10ME-ARP CONTRACT — EXHIBITS Page 35 Journey Home Housing, LLC -- Journey I lone Housing Apartments Rev. 10.27.2023 • Attend all necessary interviews and meetings between the client and potential or GLUTC11t property managemelit, C. Additional Services a Assist PSI I clients to obtain necessary household items', • .Provide support and services consistent with Housing First practices to those PSH clients who voluntarily choose to utilize such services in the interest of housing retention, including but not limited to: a Providing; an initial needs assessment and development of individualized client -based solution centered services plans for each consenting PSH client, including periodic evaluation and modification of the tenant housing plan; o Defer or facilitate appropriate support services necessary for housing retention and positive community integration may include, but not be limited to, assistance with: ■ Primary and behavioral health care; ■ Money management and paying; rent on time; ■ Employment readiness and ,job search; " Communication skills; ■ Educational and/or training opportunities; ■ Obtaining mainstream benefits; ■ Addiction services; ■ Community living abilities; ■ Conflict resolution skills; ■ Assertiveness training; ■ Relapse prevention; ■ Socialization support; ■ Housekeeping and maintaining ahousehold; and ■ Nutrition and meal preparation; • The case manager will offer services once a week for the First three (3) months of tenancy and then assess client needs to determine level of continued support needed and provide: that level of support. However, at a minimum, the case manager must make contact twice each month with the client, including at least one in -person meeting. + Assist PSH clients in complying with the requirements of any voucher housing assistance or other assistance program necessary for tenants' housing retention. Maintain communications with necessary staff from such housing or other assistance programs to advocate for the PSH clients and inform the client of any rules or issues that may impact the client's voucher or housing. mWE-ARP CONTRACT -- EXHIBITS Page 36 .tourney Home Housing, LLC — Journey I Lome liousing Apartments Rev, 10.27.2023 EXHIBIT "Oe25t CASE MANAGEMENT STANDARDS JOURNEY HOME HOUSING, LLC TX-601 TarrantlParlcer Counties Permanent Supportive Housing Case Management Standards The Corporation of Supportive Housing (CSII) describes permanent supportive housing as a program that combines affordable housing with services that help people who are disabled and have been homeless longer than one year live with stability, auttmomy, and dignity. The role of permanent supportive housing case: managers is to work. with the client to ensure housing stability and access to needed resources as well as work on client -driven goals. Case management standards ensure consistency and uniformity of service implementation across the Continuum of Care. Standards also make sure program staff are given the same opportunities for receiving population -specific training, while also ensuring HUD requirements are being met. PSH Case Manager Hiring Qualifications Permanent Supportive Housing Case Managers are required to have a bachelor's degree, a Racl}clor's in Social Work, Psychology, or related Health and Hurnan Services is preferred. At least two years of case management experience or population -specific experience can substitute for this education requirement. PSH Case Manager Trainings Permanent Supportive I lousing case managers are required to complete the trainings listed below within 90 days of hire. • Coc 101 • Boot Camp • De-escalation • Harm Reduction • Diversion • Coordinated Entry 101 • Housing Assessment Tool • SPDAT • Chronicity • CAS/Warehouse Best Practices • Case notes 10 1 • Critical Time Intervention 101 Permanent Supportive Housing case managers should also attend ten (10) hours of additional field -related trainings annually. These trainings can be provided by the Tarrant County Homeless Coalition ('FCHC) or other training entities. If the PSH case manager holds a state license, CEUs can be used to meet this requircment. In addition to the trainings listed above, TCHC will provide a series of case management workshops that are recommended for all case managers. The frequency and content of these workshops will be communicated through constant contact and available on our website, Attendance of case management series workshops can be credited towards the above mentioned 10 annual hours ofrecurnmended trainings. HOME -ARP CONTRACT— EXHIBITS Page 37 Journey Horne Housing, LLC — Journey Home Housing Apartments Rev. 10.27.2023 Agencies can require further agency -specific trainings that could benefit the case manager, client outcomes, or field development. Proof of training completion should be documented at the agency -level by program. managers and available for review during local monitoring. If an agency or project has additional internal trainings that must also be completed within the first 90 days of hire and there is concern regarding completing the above trainings within the same timeframe, a written explanation and plan for completion should be submitted to the Director of Training and Special Initiatives. This plan should address why the case manager will be unable to complete the above trainings within 90 days of hire, as well as a plan and timeline describing when the trainings will be completed. PSH Case Manager Scope of Practice Permanent Supportive Housing case manager job duties may include but are not limited to: Client Intake Client intake should be completed within the first 14 business days of the client accepting the match in the Coordinated Assessment System (CAS) with the PSH program. * Intake should include but is not limited to: • SPDAT Assessment • HUD Program Update Assessment • Initial Care Plan • Identifying; client housing preferences, such as location and unit type, and viewing unit availability In collaboration with the Tarrant County Homeless Coalition CTI Specialist, PSH case managers should implement Critical Time Intervention (CTI) techniques and create a crisis plan within the first 90 days of a client entering a unit with the PSH program. Face -to -Face Visits Permanent Supportive Housing case managers should complete regular face -to -Face home visits at a minimum of once per month. More frequent home visits may be conducted based on client need. These home visits can include but are not limited to. • Client care planning. Evaluating cleanliness and upkeep of the unit • Determining whether the client is meeting housing and utilities payment needs Identifying any client supportive services needs Identifying any maintenance needs or requests Care Planning Permanent Supportive Housing care planning includes but is not limited to: • Goal setting • Short-term goals (up to 6 months) a Long-term goals (greater than 6 months) • Identifying client physical, mental. and/or relational needs • Evaluating client outcomes and progress • Assessments Care planning should be client -centered, time -oriented, and attainable. Case managers should be irnplementing Motivational Interviewing techniques throughout client care planning to evoke rapport, change behavior, and encourage client self-determination. HOME -ARP CONTRACT — EXHIBITS Pate 38 Journey Home Housing, LLC — Journey Home Mousing Apartments Rev. f 0.27.2023 Supportive see -vices Permanent Supportive Housing case managers should assist in supportive services with clients. This can include but is not limited to; • employment assistance, such as assisting the client in tilling out an application and interview preparation training • education assistance, such as GEE preparation, higher education attainment, and vocational education • transportation assistance, such as providing peer support numbers or bus routes and vouchers to transport clients interpersonal skill building, including with other tenants and the landlord budgeting assistance, such as providing budgeting education to the client Housing, Assistance PSI] Case managers should assist their clients in working towards meeting utility bill and rent payments. This could include increasing client benefits attainment, assisting the client in finding employment, providing budgeting educations to the client, or seeking rental assistance from other CoC agencies. Referrals IFPSH case managers are not able to provide resources for specific client needs, case managers can refer their clients to outside agencies to assist with meeting client needs. Referrals can include but are not limited to: • transportation services • medical or pharmaceutical needs Is behavioral health care services • substance use care • support groups • obtaining vital documents legal services Assessments 1'SH case managers are required to administer both the HUD Assessment and SPRAT v4 Assessment at the required times,The HLiD assessment should be completed upon client entry to the PSH program, annually, when program updates occur, and exit from the program. The SPDAT v4 assessment should be completed upon client entry to the program and every G months (1 SO days) after entry. Case managers have within the calendar month that the assessment is due to complete and enter results into the Efforts to Outcomes (ETO) system. PSH Case Manager Documentation PSI1 case managers should be documenting each interaction held with or about their clients. This includes but is not limited to face-to-face visit case notes, other client communication, client assessments, client referrals, and community service partner communication regarding the client. Documentation should be factual, objective, and concise in nature. Documentation should not include case manager opinions or subjective statements about the client, their housing, or their behavior. Documentation should be recorded into ITO within 72 hours of the interaction with the client or community service partner regarding the client. HOME -ARP CONTRACT T E?GURITS Page 39 Journey [-Ionic Housing, LLC — Journey Home Housing Apartments Rev. 10.271023 Documentation should adhere to federal, state, and local laws, as well as policies and procedures, governing client privacy and confidentiality, and should act in a manner consistent with the client's best interest in all aspects of coin inunication and recordkeeping whether through traditional paper records and/or electronic records. PSH Case Manager Supervision and Case Conterencing PSH case managers are encouraged to partake in 1 on I supervision meetings with their program manager at least once a week. Supervision with the program manager provides opportunity for client consultations, professional and educational development, social support, performance evaluation, and conflict resolution. PSH case managers are encouraged to attend at least one monthly case confercncing session held by TCHC staff. The case confercncing process allows for case coordination and problem -solving, to occur regularly with case management and other staff serving individuals and families experiencing homelessness. HOME -ARP CONTRACT — EX RBITS Page 40 Journey Hoene Dousing, LLC — Journey Home Housing Apartments Rev. 10.27.2023 EXHIBIT "0-3" PERFORMANCE REPORTS JOURNEY HOME HOUSING, LLC MenthW PiFI padermanxe Ot.mfI , Prapody: [ amp lsaxte Aaenmrma boner: hkw LeN CtliaQnilnllY saMcus Number of MHanits, d8 Instnrctlons: Every stlx nw nibs edd +nQllaer ralume aAO InFIrWe menlhJyear of rise—i and imana churl, nQ ni delete dries client dxta. MFams nt Aaserrmlinl el'In�oma.l aai.u,ninaN I .—A Asranxm MM Iroarn—t]i Nrx 1-00 rnrn rnn ne xu •il {Issl Nxrrra Firn Nrm+ I+b+nme Inenerw Nlaarx Va Fxmi1M5N+4wn mlhx 11—nlhr 1217 .-111,1 nrnnlhi 9ERnanthi SEmenmn ffis nlhx 24 monlha mninAs SQmrxr'hii I — - I _ _ 'nEtumatoliunalessness RstumSlahpmelei4ness12 Last Name first Name Hasson Dlsenrolled 6 months after enit months aftererlt I _ I I Atleshillan y Conhtelor: NamcorPorsoasnbmdl'ir�I-QTW ._ . Oolo Haug Covered by Ib6 report: l lava rW'nwed this fe end eanHY fta it s a AkRe, nccurnis•, um' uu,t—bie reflection of the services rendered under 60 Lornns al raw AWae�vel.t Willi did 0r $igix ive: 1)ma; M _ tmtmFtron, 11 For Reused whhln 15 dues maawl; - in the notes Ilse the cllQatsS nxrnot lthtl Initill, 1W nemel bed this numb4, leased up to 14.mall vs. Ili a local number lensed to ihmi quanur. 11 Far Income mealurt- In this aoWiri0l Ft this number of dian is who Incmasad Imarra Ili ill gNdnar. YI Us] the cllotln who havn Prised xl least one your eIL.. nd ,,he th. r they relOrnud to bomalassnast. 41 list the total number at dkanls wlaaso assessment improved from the WeYlbllF 6 Plan tits yt. I ha LOW numhar of clients- Measnut 'nllo ii-Heel _ 934Jea-Marchl ;PLApd1-9Hnal Q411uIV-S-0 Mallet At Ilasl U5%01 cllNnls will be housed within 15 dxyt of reeelvine a v13re1e1' At least$%of dia t. hrrraait Wattle per quantor I— Than I,'%of clients eallinl will return la llQmal—nela wlthin e calif of 0.11 Al 1-120%.1 dlQnts will set Imploved essessnlant FWre Crary six months HOME -ARP CONTRACT — EXHIBITS Page 41 JOurney Home Dousing, LLC Journey Home Housing Apartments Rev. 10.27.2023 EXHIBIT "0r4" LANDLORD MEMORANDUMS OF UNDERSTANDING JOURNEY HOME HOUSING, LLC tcy}1; 0r_ , c f{iriiml (winly llomvle3 fi.iahflan Landlord- Memorandum of Understanding PURPOSE. - The purpose of this memorandum of understanding Is to explain the rules and responsibilities of ProDertv Name and Service Provider- Such_as__sde Haven. Fresbvterlan Nleht Shelter, MHMrR. Endeavors or any other partner agenc+r of Tarrant Counter Homeless Coalition in the provision of referrals and/or services at Propertv Name. PARTNERSHIP WITH TARRANT COUNTY HOMELESS COALITION: Tarrant County Homeless Coalition also referenced as TCHC will provide the following services to Fropertv Name willing to work with Service Providers and their clients WtNn our Continuum. o Landlord/Tenant Mediation Professional Development opportunities for onsite staff o PSH Property Management Certification o Landlord Helpline (682) GIS-1903 o Advertisement of property through Padmission u Access to Risk Mitigation funds if a complete request packet has been submitted and approved within the process guidelines and an executed M OU is on file. 300 5. BE.iCH ST,1iY0RT W-03LTH, r-V ` 76I09 T Z[ r,50r.3535 r: mt IT HOME-ARP CONTRACT —EXHIBITS Page 42 Journey Home Housing, .LLC — Journey Home Housing Apartments Rev. 10.27.2023 ROLB AND RESPDNSIBiLITIES: SERVICE PROVIDER is responsible for the following: • Provide the owner/property with a referral package for each referred household, including the housing application, Identification documentation, Income and asset documentation • Provide services. to the referred residents per program eligibility requirements. • Provide continuous and prompt lines of communication to Landlord throughout clients' entire enrollment of Service Provider's program_ • Provide the Landlord the name and contact information of applicable Service Provider staff and ensure thatsuch staff are aware of the provisions of this MDU and their responsibilities hereunder_ PROPERTY NAME is responsible for the following: • Provide the service provider the name and contact information of applicable property management staff and ensure that such staff are aware of the provisions of this %4CU and their responsibilities hereunder. + Provide timely notification of vacancy through Padmission + Provide SERVICE PROVIDER with written copies of property rules, standard lease agreements, and any other addendums attached to the lease agreement. • Promptly address and resolve any deficiencies In applications. • Determine if an applicant is eligible within 5 days of application submission. • Contact5ERVICE PROViDER, case manager or Landlord Elelpline immediately If referred resident is having any challenges or is in violation of signed lease agreement or any additional signed property rules/regulations. TAa3., i+'T cot.T Hou=--M cOAL['I OX 300S, AF-ACK 5T.iFDR7 [rc7O_LTM Ts.f 73103 L 'LT'[S'SY_�aS�.�f YS'fT1-+lHfS4'¢ fi", HOME -ARP CONTRACT -, EXHIBITS Page 43 Journey Horne Housing, LLC -- Journey Home Housing, Apartments Rev. 10.27.2023 PERIOD OF MEN40RA14DUM OF UNDERSTANDING: The period of this memorandum of understanding begins upon the date of the signatures in the section below until a 30-day written notice from PROPERTY NAME will no longer be partnering with SERVICE PROVIDER or ANY TARRANT COUNTY HOMELESS COALITION AFFILIATES, Tarrant County Homeless Coalition may also exercise the right to end a partnership with Property Name at any time with a written 30-day notice to property for any reason. Amendments to this written agreement may be made throughout the period of the MQU if mutually agreed upon. Owner/Agent Signature Date TCHC Agent 300 S. BE.ACK :r'./F0PLT W,0XT S. ' T6105 T 517.3D9.3635 i.' • e r Date HOME -ARP CONTRACT — EXIABITS Page 44 Journey Horne Housing, LLC — Journey Home -Housing Apartments Rev. 10.27.2023 EXHIBIT "P„ GUARANTY JOUI NEY HOME HOUSING, LLC HOME -ARP CONTRACT — EXIHBBITS Page 45 Journey Home Housing, LLC — Journey E1ome Housing Apartments Rea. 10.27.2023 W ro cely that this is e T ❑r ect CapY of the 1 instrument FI1FLI A IALGENCY, INC DEED RESTRICTION' -- HOME-ARP Funds THE SE DEED RESTRICTIONS C"Deed Restrictions") are made effective as of December 14, 2023, by and between JOURNEY HOME HOUSING, LLC, a Texas limited liability company ("Owner"), as Granter, and CITY OF FORT WORTH, TEXAS, a Texas municipal corporation ("City"), as Grantee. W,ITNESSETH: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development ("HUD") under Section 3205 of the American Rescue Plan Act of 2021 ("ARP"), provided through the HOME Investment Partnerships Program ("HOME") , Catalog of Federal Domestic Assistance No. 14.239, known as HOME -ARP Funds, with which the City desires to promote activities that expand the supply of affordable ]rousing for homeless and at -risk populations and the development of partnerships among City, local goveriunents, local lenders, private industry and nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME hivestroent Partnerships Act at'ritle 11 of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Lrvestment Partnerships Program Final Rule, as amended, 24 CPR Part 92 et seq., is to benefit low- and moderate -income individuals and families by providing them with affordable housing; WHEREAS, HUD has issued additional detailed guidance for use of the HOME -ARP funds through CPD Notice 21-10 dated September 13, 2021, and Memorandum regarding HOMF,- ARP Waivers dated September 8, 2021, known as the IXOME-ARP Guidance; WHEREAS, Owner proposes to use HOME funds for a project whereby Owner will construct, develop, own, and operate a new 96-unit Permanent Supportive Housing project in the City to be known as Journey Home Housing Apartments (the "Project"); WHEREAS, City has agreed to lend, and Owner has agreed to accept, a lean of City HOME -ARP funds in the amount of $4,928,000.00 (the "Loan"), pursuant to the requirements of the HOME program in accordance with that certain HOME -ARP Contract, City Secretary Contract No. 60566, between Owner and City, for the purpose of assisting Owner in developing the Project ("HOME -ARP Contract"); WHEREAS, as a condition to City making the Loan, Owner must agree to comply with certain occupancy, rent and ether restrictions for a period of time in order to comply with the HOME -ARP Compliance Requirements, and agrees to convey to City certain covenants and restrictions that will burden the hereinafter described real property so that the Project will meet the HOM)1-ARP Compliance Requirements ("HOME -ARP Requirements"); NOW, THEREFORE, in consideration of the making of the Loan by the City and the disbursement of any part thereof, and in order to comply with the requirements of the Act and the HOME -ARP DEEI] RESTRICTIONS Page I Journey Home f-lousiug, LLC — Journey H❑me Housing ApaArnents Rev. 09.14.2023 HONE Regulations and the HOME -ARP Guidance, fawner (together with its successors and assigns and subsequent owners of the Project), hereby agrees that the following restrictions shall apply to the real property described in the attached UMBIT `°A".; 1) In compliance with the maximum per unit subsidy amount rules at 24 CFR Part 92.250(a) and the minimum amount of assistance rules at 24 CFR Part 92.205(c), the number of units in the Project which have been designated by Owner and approved by the City as subject to all occupancy, rent, and compliance requirements contained in the HOME Regulations and the HOME -ARP Guidance shall consist of 40 units of the 96 total residential mitts to the Project (""H4NEi -ARP Units") 2) HOME -ARP units will be available to Qualifying Populations or homeless or at - risk persons or households as defined in detail in HLJD CPD Notice 21-10 and IIOW-ARP Guidance. Qualifying.. Populations include any designated targeted subpopulation of these groups that is eligible to reside in the Project, including individuals or households that are homeless, chronically homeless, at risk of homelessness, fleeing or attempting to flee domestic violence, formerly homeless and in need of continued housing assistance or supportive services, or at greatest risk of housing instability due to extremely low income and other factors. Chronically Homeless persons or households have been designated as theprimary targeted client subpopulation for the City of Fort Worth HONE -ARP Program and for the Project. 3) Owner hereby acknowledges and agrees that the Project is to be fawned, managed and operated as a rental housing project for affordable housing as set forth in the 140ME-ARP Guidance and, that the HOIv1E-ARP Units must be occupied only by HOME -ARP Eligible Households as defined in the 1-101%4E-ARP Contract. a. Low income Household HOME -ARP Rent is the lesser of. a) the HUD Fair Market Rent for existing housing for comparable area units, or b) rent equal to 30% of the annual income of a family at 65% ofAMI, as established annually by HUD and adjusted for bedroom size. Low Income Household HOME -ARP Rent is generally equivalent to High 140ME Rent under the HOME Program. If a Low-hicome Household received federally funded tenant -based rental assistance, the rent is the amount that is permissible under the applicable rental assistance program. 4) HOME -ARP Qualifying Population Rent. Owner must verify that the rent amount is not greater than 30% of the adjusted income of a family whose annual income equals 50% of AMI with adjustment for the bedroom size of the housing unit. The HOME -ARP Rent for Qualifying Population Households may not exceed the maximum rent limitations set by HUD minus utility allowances as more particularly described in Section 7,5.4. Units occupied by Qualifying Population tenants that receive federally funded rental assistance and contribute no more than 30% of their income in rent may charge the maximum rent permissible under the applicable rental assistance program. 5) Tenant Income. Owner must verify that Low Income Household Tenants have an annual income adjusted for family size that does not exceed 80% of AM( set by HLJD. Tenant income must be verified based can 24 CFR 65.609 using the most current HUD Income Guidelines HOME-AP,P DEED RESTRICTIONS Page 2 Journey Home Housing, LLC - Journey Herne Housing. Apartments Rev. 09.14,2023 and Technical Guidance for Determining Income and Allowances subject to the income verification requirements of Section 7.2 of the HOME -ARP Contract. a. Tenant Eligibility for Qualifying Populations. Eligibility of Chronically Homeless prospective tenants shall be documented upon entry to the Project through HMIS with records of Length of time period(s) of homelessness and nature of disability from a qualified service provider as required by the HOME -ARP Guidance. After admission the qualified population tenant retains eligibility irrespective of changes in income or whether the household continues to meet the definition of a Qualifying Population. b. Preference for Chronically Homeless. Project will implement a preference for Chronically Homeless tenants for all HOME -ARP -assisted units. Property Manager will ensure that full documentation of Chronically Homeless status is maintained in tenant files, including documentation of disability and documentation of length of time(s) tenant was previously homeless. 5) Tenant Lease and Tenant Selection. Owner's lease for the HOMC-ARP Units shall comply with 24 CFR Part 92.253 as more particularly described in the 11ME-ARP Contract. Owner's tenant selection policy and criteria shall be consistent with the purpose of providing housing; in accordance with the HOME Regulations and IIOME-ARP Guidance including addressing non-discrimination and affirmative marketing as more particularly set out in the HOME -ARP Contract. a. Project will maintain a project -specific waiting list for such Low -Income HOME -ARP Emits. This waiting listwill at a minimum retain applicant information in chronological order based on when complete tenant information was received, while to the greatest extent possible prioritizing families and households currently residing in the City of Tort Worth that meet the "At Risk of Homelessness" and "At Greatest Risk of Housing Instability" Qualified Population definitions from the HOME -.ARP Guidance. Applicants to the waiting list may not be charged a fee to be placed on the waiting list. 7) The Project shall be maintained to and fully comply with all City Codes and federal Housing Quality Standards. 8) The Compliance Period for the Project is 15 years ("Compliance Period") as more particularly described in the HOME -ARP Contract. The Compliance Period begins on the date that the project status is changed to "complete" in IDIS, 3I[JD's project tracking system. 9) The preceding use restriction and Compliance Period (i) shall roll with the land, (ii) shall be binding upon the Owner and Owner's heirs; personal representatives, successors and assigns, and (iii) shall be enforceable by actions at law or in equity by the City, its successors and assigns and/or one or more third -party beneficiaries. For the purpose of these Deed Restrictions, a third -party beneficiary shall be any member of a HOME -ARP Eligible household as defined in.. the HOME-A:l~ P Contract. Owner hereby subjects the Project (including the Project site) to the covenants, reservations and restrictions set forth in these Deed Restrictions and Owner hereby declares its express intent that the covenants, reservations and restrictions set forth herein shall, be HONE -ARP DEED RLi STMCTIONS Page. 3 Journey Horne Housing LLC — Journey 11ome Housing Apartments Rev. 09.14.2023 deemed covenants running with the land and shall, pass to and be binding upon Owner's successors in title to the Project, Each and every contract, deed or other instrument hereafter executed covering or conveying the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions as set forth in such contract, deed or other instruments. 10) Owner hereby agrees to execute further documentation required by the City or HUD which may be necessary to cause these Deed restrictions to comply with the laws, ordinances and/or regulations referenced herein or in the 1-TOME-ARP Contract (or any other applicable laws that supplement, amend, restate, replace or otherwise pertain to such laws, ordinances and/or regulations). 11) Sale or Transfer of the Land or Project. Until the termination of these Deed Restrictions, Owner hereby covenants and agrees not to sell, transfer or otherwise dispose of any portion of the real property or Project, without obtaining the prior written consent of the City. Any transfer or disposition of the real property or the Project without the written agreement of the City, in a form as will meet the requirements of a conveyance of real property in Texas, shall be null, void and without effect, shall cause a reversion of title to Owner and shall be ineffective to relieve Owner of its obligations under this document, 12) Owner and City hereby declare their understanding and intent that the covenants, reservations and restrictions set forth herein directly benefit the real property. 13) Default; remedies. City shall declare an "Event of Default" to have occurred hereunder if City becomes aware or is notified in writing of a default in the performance or observance of any covenant, agreement or obligation of Owner set forth in these Deed restrictions, and if such default remains uncured for a period of 60 days after written notice of such default shall have been given by City to Owner. In the event of any action at law or suit in equity by one party to these Deed Restrictions against another party with respect to these Deed restrictions, the party prevailing in such action shall receive from the other party and the other party shall pay to the prevailing party, in addition to all other sums which may be payable to the prevailing party as a result of such action, a reasonable sum for the prevailing party's attorneys' Fees and costs and other expenses of such action or suit. No failure to exercise and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right. The rights and remedies herein provided shall be in addition to all other rights or remedies provided by law. No modification or waiver of any provision. of these Deed Restrictions, or consent to departure here from, shall be effective unless in writing and signed by the parties and no such modification, consent, or waiver shall extend beyond the particular case and purpose involved. No notice or demand ,given in any case shall constitute a waiver of the right to tale tether action in the same, similar or other instances without such notice or demand. HOME -A" )))RED RESTRICTIONS Page 4 Journey Home Housing, LLC Journey Home Housing Apartments Rev. 09.14.2023 14) Owner shall cause this document, and all amendments and supplements hereto and thereto, to be recorded and filed in the real property records of Tarrant County and in such other places as City may reasonably request. Owner shall pay all fees and charges incurred in connection with any such recording. 15) These Decd Restrictions shall be governed by the laws of the State of Texas. 16) I -loadings and tittles herein are for convenience only and shall not influence any construction or interpretation. 17) if any provision of these Deed Restrictions shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 18) All terms not defined herein shall have the meaning proscribed to there in the HOME -ARP Contract. If any provision of these Deed Restrictions conflicts with any provision of the HOME -ARP Contract, the provisions of the HOMEE-ARP Contract will govern to the extent of the conflict. The HOME —ARP Contract is on file with the City Secretary's Office as a public and official document of the City. [Signature Pages to Follow] HOW -ARP DEED RmRicnoNS Page 5 Journey Horne Housing, LLC — Journey dome Housing Apartments Rev. 09.14.2023 IN WITNESS WHEREOF, Owner and the City have executed this document by duly authorized representatives, all can the date first written hereinabove. OWNER: JOURNEY HOME MOUSING, LLC, $ Texas limited �Iiarcompany By: Toby Owen, Manager Date: 1 2-. ,-l 11 - 3 STATE OF TEXAS § COUNTY OF TARRAN I § This instrumetnt was acknowledged before me on Docem mot, 2023, by Toby Owen, Manager of Journey Horne Housing, LLC, a Tex a iitqd ility company, on behalf of said corporation. 1 l( $ EVAh3S Notary t'n lic, State of Texas UND.-'a•"''•`�wNaeary Pudic, State of 7exs I-*?ti Comm. Expires 06-16.2024 NatarVID 10607364 [Signatures Pages Continue] HOME -ARP DEED RESTRICTIONS Page 6 Journey Home Housing, LLC - Journcy Home Housing Apaitments Rev. 09.14.2023 IN WITNESS WHEREOF, Owner and tlxe City have executed this docuanent by duly authorized representatives, all on the date first written hereinabove. ATTEST: C'7tC 22-0456 ated June 14, 2022 Farm 1295: 2022-896452 CITY OF FORT WORTH By: Femando Costa, Assistant City Manager Date, 1211.012-1 AFFROTVIiiII S TC] X+"O AN LEGALITY: r Les 'e L. Hunt, Senior Assistant City Attorney STATE OF TEXAS § COUNTY OF TAR RANT § This instrument was acknowledged before me on December , 2023, by Fernando Costa, Assistant City Manager of the City of Fort Worth, a Texas municipal corporation, on behalf of said corporation. EVONIA DANIELS Notary Public. SIN to at Texas Notary Public, Stale of Texas Comm. Expires 07.13,2025 Notary ID 126950030 HOME -ARP DEED 1ESTRICTIONS Page 7 Journey I lorne Housing, LIX — Journey Home Housing Apartments Rev. 09.14.2023 EXHIBIT "A" Legal Description Common Address: 7550 Crowley Road, Fort Worth, TX 76134 Property Legal Description: Being 8.954 acres of land Situated in the SA & M.B. RAILROAD COMPANY SURVEY, AI3STRACT NO. 1463, Tarrant County, Texas, City of Fort Worth., Tarrant County, "Texas, and being; a portion of that certain tract of land conveyed to S.L KALIL, Jr. by deed recorded in Volu ne 5606, Page 372.., Deed Records, "Tarrant County, Texas, said 8.954 acres being more particularly described by metes and bounds as follows; BEGINNING at a 1/2" iron found at the Northeast comer of the herein described tract and the Southeast coiner of a tract of land conveyed to M3:XDevelopment Corporation by deed recorded in County clerk's Instrument No. D204242691, Deed Records, Tarrant County, Texas, said iron being in the West line of Crowley Road (R O.W. varies );_THENCE S 00. 01' 49" W, along the West line of said Crowley Load, 254.12 feet to a "Y" in concrete found at a reentrant comer of said Kalil tract and the Northeast corner of a tract of land conveyed to Kenneth O. Westberg, et ux, Jeannie Nicole by deed recorded in Volume 10958, Page 56, Deed Records, Tarrant County, Texas; THENCE along the common lines of said Kalil and Westberg tracts as follows: N 89° 32' 08•w, 139.95 feet to a 112' iron found; 8 00. 28' 20" W, 329.88 feet to a 5l8' iron found at a reentrant comer of said Kalil tract in the North line of lot 1, Block 1, SOUTH SIDE MASONIC LODGE ADDITION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in Volume 3 88-109, Page 140, Plat Records, Tarrant County, Texas; THENCE along the common line of said Kalil tract and said lot 1 as follows: N 89" 54' 11 * W, 75.21 feet to a 1/2' iron found; S 01' 23' 53" W, 199.96 feet to a 112" iron found at the Southeast comer of said Kalil tract and the Northeast corner of a tract of land conveyed to Benjamin M. Hamrick and wife, Clara Coroldine Hamrick by deed recorded in Volume 8492, Page 1244, Deed Records, Tarrant County, Texas; THENCE N 890 57' 20" W, along; die common line of said Kalil and tlainrick tracts, 379.74 feet to a 5/8" iron found at the Southwest comer of said Kalil tract in the t line of a tract of land conveyed to.laurel Land of Fort Worth, Ine. by deed recorded in Volume 10690, Page 1339, Deed Records, Tarrant County, Texas; THENCE N 0 1 " 28' 00" W, along the common line of said Kalil and Laurel Land tracts, passing the Northeast comer of said laurel Land tract, continuing in all a distance of 786.62 feet to a %' iron found at the Southwest comer of said Iv M tract; HONM-ARP DE>;D RESTRICTIONS Net 8 Journey Home Dousing, LLC — Journey Home Mousing Apartments Rev. 09.14.2023 THENCE 8 89" 36' 46" E, along the common line of said Kalil and M3:X tracts, at 187.25 feet passing a 112" iron found, continuing in all a distance of 622.77 feet to the POINT OF BEGINNING and containing 8.954 acres of land. A portion of the above described tract of land Now Know As Lot 1, Block A, T & G Crowley Road, according to the Plat thereof recorded under Clerk's File No(s). D21112 6008, Plat Records, Tarrant County, Texas. HOME -ARP DEED RESTRICTIONS Page 9 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 09.14.2023 We her y er'tft that t v4f the TUe rind orrect Copy ,/ � 3 , I�,tru ien[ EIDEI. NAL TITLE AGENCY, INC ESCROW AGREEMENT By' - This Escrow Agreement (this Agreement) is made as of December 14, 2023, by and among Fort Worih Housing Finance Corporation, a Texas housing finance corporation (FWHFC), City of Fort Worth, a home role municipality in the State of Texas (CFW), Journey Home Housing, LLC, a Texas limited liability company (Journej; Hoare) and Baker Monroe, PLLC, a Texas professional litnited liability company (Escrow Agent). Background: A. FWHFC and CFW (collectively, the Leaders) have loaned Tourney Home funds in order for Journey Home to construct a permanent supportive housing development to be known as the Journey Roane housing Apartments for certain homeless or formerly homeless members of the Fort Worth community. S_ Tourney Lorne has certain funds raised that the Lenders require be held in an escrow account to be used for the development and construction of the project, on a draw basis, as construction is completed. C, Escrow Agent has agreed to facilitate the escrow account on the teats and conditions set forth in this Agreement. Agreement: For and in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the mutual agreements hereinafter set forth, FWHFC, CFW, Journey Home and Escrow Agent hereby agree as follows: 1. BACKGROUND. The Background section to this Agreement is incorporated herein by this reference as if each recital were fully set -forth herein. 2, ESCROW FUNDS. Journey Home will deposit $1,350,000.00 into an escrow account with Escrow Agent (the Escrow). Escrow Agent will deposit the Escrow in Escrow Agent's IDLTA trust account held by Si=ons Bark, which will not cam interest, except as proscribed by applicable IDLTA laws. Escrow Agent will keep a separate accounting for the Escrow, and provide an updated accounting upon each disbursement of the Escrow. Escrow Agent shall not be responsible for any loss of funds due to any failure of financial or other institutions. 3. DISBURSEMENT OF THE ESCROW. Escrow Agent will disburse the Escrow an a draw basis, within two days of receipt of a draw request from Journey Home, along with written authorization from the Lenders to release the funds to Journey Home, The Lenders designate the following people as authorized signers to approve release of funds from Escrow (both signatures are required for a release of funds from the Escrow): Fernando Costa and Victor Turner. The signatures set opposite the respective name and title of such officers are their true and authentic signatures: Name Fernando Costa Fernando Costa Victor Turner Title Snecimen Signature Assistant City Manager (CFW) --- ——. General Manager (FWITFC) Assistant General Manager (FWHFC) Escrow Agreement 4. 5. J. FINAL DISBURSEMENT OF THE ESCROW. If any funds remain in the Escrow after completion of the construction project, any retraining funds will be released to .tourney Home. TERMINATION OF ESCROW. This Agreement shall terminate upon fu11 disbursement of the Escrow as provided for herein, or such earlier date upon which the parties shall mutually agree. ESCROW AGENT AGREEMENT. Escrow Agent joins in the execution of this Agreement for the express purposes of (a) acknowledging its willingness to receive and hold the Escrow as described herein; and (b) agreeing to be bound by the provisions set forth in this Agreement with respect to the disbursement of the Escrow. Lenders and .Tourney Home hereby authorize the delivery of the Escrow to Escrow Agent and the subsequent disbursement of the Escrow by Escrow Agent in accordance with the terms and provisions set forth in this Agreement. (a) Disregard of Notices. The Escrow Agent is hereby expressly authorized to comply with and obey all orders, judgments or decrees of any court. Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding that any such carder, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated, or found to have been entered without jurisdiction. (b) Indemnification of Escrow Agent. In consideration of the acceptance of the Escrow by Escrow Agent, Journey Home, agrees for itself, its heirs, executors, administrators, successors and assigns, to indemnify and hold Escrow Agent harmless as to any liability by it incurred to any other person or corporation by reason of Escrow Agent having accepted the same, or in connection herewith, except for the wanton, willki or grossly negligent acts of the Escrow Agent, and to reimburse Escrow Agent for all its reasonable expenses, including, among other things, reasonable counsel fees and court costs incurred in connection herewith. (c) Interpleader. If at any tune a dispute shall exist as to the duty of the Escrow Agent under the terms hereof, the right to possession, title or proceeds of any item in escrow or as to any dispute arising between the parties as to any matter under this Agreement, the Escrow Agent may deposit the Escrow Agreement and items in escrow with the Clerk of the District Court of Tarrant County, Texas, and may interplead the parties hereto. Upon so depositing such Escrow Agreement and items in escrow and filing its complaint in interpleader, the Escrow Agent shall be released from all liability under the terms hereof, as to the items so deposited. if the Court does not provide for reimbursement to Escrow Agent for reasonable attorneys' flees, costs and expenses related to the interpleader action out of the interplead funds, then Escrow agent shall have a claim enforceable by separate action in Court against the losing party for said reasonable attorneys" fees, costs and expenses. (d) Reliance. Escrow Agent may rely upon any written instruction believed by it to be genuine and to have been signed or presented by the proper party or parties, and shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement or under advice of counsel. NOTICES. ,Any notice required or permitted to be given by any party under this Agreement shall be in writing and will be deemed given to FW)-1FC:, CFW and Journey Borne (a) upon personal delivery; (b) upon receipt of an e-mail, whether confirmed by a read receipt or other actual confirmation response; (c) on the first business day after reccipted delivery to a courier service which guarantees next -business -day delivery; or (c) on the third business day after mailing, by registered or certified United States mail, postage prepaid, in any case to the appropriate party at its address set forth below: Escrow Agreement FWI- FC port Worth Housing Finance Corporation 200 Texas Street Fort Worth, TX 76102 Ann: 'Victor Turner, Assistant General Manager Telephone: 817-392-73 3 7 Email: HrCPropertyManagement@fortworthtexas,gov CFW: City of Fort Worth City Attorney's Office 200 Texas Street Fort Worth, TX 76102 Atin; Leslie L. Hunt, Senior Assistant City Attorney Telephone: 817-392-6259 Email- Lestie.Hunt@fortwortiitexas.gov Journey Home: Journey Home Housing, LLC 2400 Cypress Street Fort Worth TX 76102 Attu: Toby Owen Telephone: 817.632-7440 Email: towen journeyhome.org If to Escrow Agent: Baker Monroe, PLLC 1612 Summit Ave., Ste. 100 Fort Worth, TX 76102 Attn: Greg, Monroe Telephone: 817-63 2--63 55 Facsimile: 817-900-8585 Email: grnonroe t@barnolaw.com Any party tnay change such party's address for notices or copies of notices by giving notice to the other parties in accordance with this Section. 8. DISCLOSURE OF ATTORNEYfCLIENT RELA.TION,SHIP. FWHFC, CFW and Journey Home each acknowledge that Baker Monroe, PLLC: has an ongoing attorney -client relationship with certain parties related to or affiliated with Journey Hoare, and in the past, has acted as outside counsel for CFW. Baker Monroe PLLC may act as counsel for certain parts of the project on Journey Horne°s behalf. Notwithstanding, the current, and any past attorney -client relationships between either CFW or Journey Horne and Baker Monroe, PLLC, both CFW and Journey Home have agreed to Baker Monroe, PLLC acting as Escrow Agent for the purposes of this Agreement. 9. MISCELLANEOUS PROVISIONS. (a) Governing Law and Venue. This Agreement is to be construed according to the laws of the State of Texas and the laws of the United States. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas -- Fort Worth Division. (b) Amendments and Modifications. No change, alteration, amendment, modification or waiver of any of the terms or provisions hereof shall be valid unless the same shall be in writing and signed by the parties hereto. Escrow Agreement (c) Binding Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. No assignment, transfer, conveyance or hypothecation of any right, title or interest in and to the subject matter of this Agreement shall be binding upon the Escrow .Agent unless written notice thereof shall be served upon the Escrow Agent and all fees, casts, and expenses incident to such transfer of interest shall have been paid. Neither party may assign its rights under this Agreement without the prior written consent of the other party. (d) Counterparts. This Agreement may be executed in any number of counterparts, which together shall constitute the agreement of the parties. (e) Relationship of the Parties. Nothing contained in this Agreement, nor any act of the parties, shall be construed to create a principal and went, joint venture, partnership, or similar relationship between the parties. (f) Attorney Fees. if litigation or arbitration arises out of or in connection with this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs. (gj Governmental Powers and Immunities. FVWC, CFW, Journey Home, and Escrow Agent agree and understand that FWHFC and the City do not waive or surrender any ©f their respective governmental powers by execution of this Agreement. (h) Audit. Journey Home and Escrow Agent agrees that the Lenders, either individually or acting together, will have the right to audit the financial and business records that relate: to this Agreement (collectively Records) at any time during the Term of this Agreement and for three years thereafter .in order to determine compliance with this Agreement. Throughout the Tenn of this Agreement and for three years thereafter, Journey Home and Escrow Agent shall make all Records available to Lenders at 200 Texas Street, Fort Worth, Texas or at another location in the City of Fort Worth that is acceptable to the parties following reasonable advance notice by the Lenders and shall otherwise cooperate fully with the Lenders during any audit. Notwithstanding anything to the contrary herein, this section shall survive expiration or termination of this Agreement. [REMMNDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS1 Esarew Agreement IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. "FWHFC> Fort Worth Housing Finance Corporation, a Texas housing finance corporation : B /Zlt� Y Victor Turner, Assistant General Manager "CFW" CITY OF FORT WORTH a home rule municipality in the State of Texas By: Fernando Costa, Assistant City Manager "JOURNEY HOME" JOURNEY HOME HOUSING, LLC a Texas limited liability company By: ) �X*Z/ �- - Tony Owen, Manager "ESCROW AGENT" BAKE, R MONROE, PLLC a Texas professional limited liability company B: of W. Monroe, Manager Escrow Agreement FORT WORTH Routing and Transmittal Slip Neighborhood Services Department DOCUMENT TITLE: HOME ARP Contract M&C 22-0456 DATE: TO: 1. Allison Tidwell 2. 3. CPN CSO # 60566 DOC# INITIALS DATE OUT "a DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑ Yes ❑ No RUSH: ❑ Yes ❑ No SAME DAY: ❑ Yes ❑ No NEXT DAY: ❑Yes ❑ No ROUTING TO CSO: X Yes ❑ No Action Required: ❑ As Requested ❑ For Your Information x Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs X Attach Signature Return to: Please call Virqinia Villalobos at ext. 7744 for pick up when completed. Thank you.