HomeMy WebLinkAboutContract 61437UDAG Loan Agreement Page 1
Fort Worth Affordability, Inc. Hughes House Apartments
STATE OF TEXAS §
COUNTY OF TARRANT §
UDAG LOAN AGREEMENT
This Loan Agreement (Agreement ) is made and entered into by and between the
CITY OF FORT WORTH ( ), a home rule municipality organized under
the laws of the State of Texas, and Fort Worth Affordability, Inc. (), a domestic
nonprofit corporation. Lender and Borrower may each be referred to individually as a
and jointly as .
RECITALS
WHEREAS, On or about September 7, 1979 the Lender entered into that certain Urban
Development Action Grant Agreement with the United States Department of Housing and Urban
Development HUD UDAG Grant No. B-79-AA-48-0013 (the
), for use in acquiring land and constructing a parking garage located under General
Worth Park in downtown Fort Worth (City Secretary Contract No. 10610), as more specifically
set forth in the UDAG Grant Agreement. The Lender has leased the parking garage pursuant to
and in accordance with that certain Lease Agreement (Parking Garage Lease ) dated on or
about May 22, 1980 by and between the Lender and Hunt Hotel/Fort Worth, Ltd. (City Secretary
Contract No. 11085, as amended and assigned). Rental revenues from the Parking Garage Lease
s ). The
UDAG Grant Agreement allows the Lender to use the UDAG Grant Fund Proceeds (now
miscellaneous revenue for community or economic development
activities eligible for assistance under Title I of the Housing and Community Development Act
of 1974, 42 USC 5301 et seq., as amended (the );
WHEREAS, the Lender and the Housing Authority of the City of Fort Worth, Texas,
d/b/a Fort Worth FWHS , were co-applicants for a federal Choice
CNI
WHEREAS, as part of the Lender
authorized the commitment of up to $1,110,000.00 of UDAG Funds over the next 6 years to
support the housing finance portion of the CNI project;
WHEREAS, the Lender and FWHS were awarded a $35 million CNI grant in spring of
2020 to be used over six phases of development through 2026;
WHEREAS, as part of the second phase of development, FWHS proposes building a
162-unit mixed-income affordable multifamily housing development to be known as the Hughes
House Apartments to be located at 4830 Project and as more particularly
depicted in the attached A Map and Property Description, made a part of this
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Fort Worth Affordability, Inc. Hughes House Apartments
Agreement for all purposes, and will use a portion of the CNI grant funds among various other
funding sources;
WHEREAS, Borrower is an instrumentality of FWHS and operates as a Texas nonprofit
corporation with the purpose of assisting with the creation, development, and rehabilitation of
affordable, decent, and safe housing in Fort Worth;
WHEREAS, due to tax considerations, Borrower has asked to be the recipient of any loan
funds from the Lender instead of FW Hughes House, LP, a Texas limited partnership
Developer ;
WHEREAS, Borrower proposes to use UDAG Funds for the development, construction
and operation of the Hughes House Apartments, an eligible project under the regulations of the
CDBG CDBG Regulations
UDAG
Regulations whereby Borrower will (1)
receive the UDAG Funds from the Lender in the form of a forgivable loan UDAG
Funds , (2) loan the UDAG Funds to Developer, (3) assign the loan documents between
Borrower and Developer to Lender to collateralize its loan, and (4) assign the UDAG and other
City obligations to Developer;
WHEREAS, Developer is a Texas limited partnership consisting of FW Hughes House
GP, LLC, a Texas limited liability company, with Borrower as its sole member, as General
Partner; Cavile Place MBS SLP, Inc., a Texas Corporation, as Special Limited Partner; and a
Limited Partner;
WHEREAS, Borrower shall ensure that any contractual documents with Developer
related to the UDAG Funds, including the Developer Loan Agreement, shall include the
provisions of this contract that relate to UDAG Regulations and compliance, City regulations and
compliance, default and remedies upon default, indemnity, audit, insurance, and all other
obligations included herein, adapted as necessary and approved by Lender;
WHEREAS, Developer has received an award of 2021 Competitive (9%) Housing Tax
Credits from the Texas Department of Housing and Community Affairs for a portion of the costs
of the development of the Project;
WHEREAS, The Project is located in a CDBG-eligible census tract, which qualifies it for
the use of UDAG miscellaneous revenue and will accomplish the public benefit of furthering a
CDBG National Objective of promoting activities that benefit low-and-moderate income
residents;
WHEREAS, Borrower has represented to Lender, and on the basis of such representation
Lender finds, that the Project will meet the requirements of the UDAG Regulations for use of
UDAG miscellaneous revenue; and
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Fort Worth Affordability, Inc. Hughes House Apartments
WHEREAS, City residents and the City Council have determined that the development
of quality, accessible, affordable housing is needed for moderate, low, and very low-income City
residents.
NOW, THEREFORE, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all Exhibits and Attachments, and subject to the
terms and conditions hereinafter stated, the Parties understand and agree as follows:
AGREEMENT
1. INCORPORATION OF RECITALS.
Lender and Borrower hereby agree that the Recitals set forth above are true and correct
and form the basis upon which the Parties have entered into this Agreement.
2. DEFINITIONS.
In addition to terms defined in the body of this Agreement, the following terms shall have
the definitions ascribed to them as follows:
Affiliate means (i) all entities under common control with, controlled by or controlling
Borrower; and (ii) all entities in which Borrower and/or Borrower affiliated entities own an
50% or more of the ownership,
determined by either value or vote.
Business Diversity Enterprise Ordinance or BDE
Ordinance, Ordinance No. 24534-11-2020, as may be amended from time to time.
CDBG means the Community Development Block Grant, the grant program of the same
name administered by HUD.
CDBG Regulations means those regulations set forth at 24 CFR Part 570 et seq.
Central City means a geographic area within the City, as defined by the City Council
and as shown in the map attached hereto as Map of Central City.
Central City Employment Goal has the meaning ascribed to it in Section 4.2.2.
Central City Resident means an individual whose principal place of residence is located
within the Central City.
Certificate of Completion has the meaning ascribed to it in Section 5.4.6.
Completion means the substantial completion of the Required Improvements as
evidenced by a Neighborhood Services Department inspection, HUD Compliance Inspection
Report and any other applicable final inspection approvals from the Lender showing that the
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Required Improvements have met City requirements and verification that the National Objective
has been met.
Completion Deadline means the date on which the Project is certified as complete
pursuant to Section 6.4 of this Agreement, but no later than June 1, 2025.
Developer Deed of Trust means any deed of trust from Developer to Borrower securing
a loan and performance made using the UDAG Funds and covering the Property and securing the
Developer Loan and the UDAG and CDBG Regulations, as the same may be extended,
amended, restated, supplemented or otherwise modified. The Parties agree that the Developer
Deed of Trust must be approved by Lender in both form and substance .
Developer Loan means the UDAG Funds provided to Developer, by Borrower for the
development of the Project.
Developer Loan Agreement means any agreement in the amount of the UDAG Funds
executed by Developer and Borrower setting out the terms and conditions governing the loan
between the same using the UDAG Funds, which shall assign all obligations and requirements of
this Agreement to Developer except as explicitly stated otherwise, and as may be extended,
amended, restated, supplemented or otherwise modified . The Parties agree that the Developer
Loan Agreement and any amendment or modification thereto must be approved by Lender in
both form and substance.
Developer Loan Documents means security instruments which Borrower and Developer
have executed and have been collaterally assigned to Lender including without limitation,
portions of the Developer Loan Agreement, the Developer Promissory Note, and the Developer
Deed of Trust or any other similar security instruments evidencing, securing or guaranteeing
interest in the Required Improvements constructed under using the UDAG Funds
provided under this Agreement and further evidencing, securing, or guaranteeing
, as the same may from time
to time be extended, amended, restated, supplemented or otherwise modified.
Developer Promissory Note means any note in the amount of the UDAG Funds
executed by Developer payable to the order of Borrower, as the same may be extended,
amended, restated, supplemented or otherwise modified . The Parties agree that the Developer
Promissory Note and any amendment or modification thereto must be approved by Lender in
both form and substance.
Development Costs means the total job value assigned by issued building permits.
Director Neighborhood Services Department or any
successor department thereto.
Effective Date means the date this Agreement is fully executed by the Parties as shown
by the date written under their respective signatures.
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Force Majeure
acts of God, fires, strikes, national disasters, pandemics, wars, terrorism, riots, material or labor
restrictions, and, with respect to Developer, unreasonable delays by the City in issuing any
permits with respect to the Project or inspection of any of part of the Project so long as no part of
the delay is caused by Developer or any affiliated party -
current workload with respect to the issuance of permits or the conducting of inspections), but
shall not include construction delays caused due to purely financial matters involving any entity,
including, but not limited to, Developer, such as, without limitation, delays in the obtaining of
adequate financing.
Full-time Equivalent Job means a job filled by 1 or more individuals for a
period of not less than 40 hours per week.
Funds means the UDAG miscellaneous revenue provided by Lender to Borrower under
the terms of this Agreement.
HUD means the United States Department of Housing and Urban Development.
Loan means the UDAG Funds provided to Borrower by Lender for the purpose of
Borrower loaning the UDAG Funds to Developer through the Developer Loan consistent with
the terms of this Agreement as more particularly described in the Loan Documents.
Loan Documents means security instruments which Borrower, Developer or any other
party has executed and delivered to Lender including without limitation, the Promissory Note
from Borrower to Lender, or any other similar security instruments evidencing, securing or
guaranteeing interest and further evidencing, securing, or guaranteeing
performance of all City and federal requirements, including the performance requirements during
the Performance Period, as the same may from time to time be extended, amended, restated,
supplemented or otherwise modified.
Maturity Date means 40 years after Project Stabilization as defined in the HOME
Contract, City Secretary Contract No. 58784, between Developer and Lender for the HOME
HOME Contract , but not later than December 31, 2065.
Overall Employment Goal has the meaning ascribed to it in Section 4.3.
Performance Period means 5 years from the date of the Promissory Note.
Promissory Note means any note in the amount of the Funds executed by Borrower,
payable to the order of Lender, as the same may from time to time be extended, amended,
restated, supplemented or otherwise modified . The form of the Promissory Note is attached as
D Loan Documents, made a part of this Agreement for all purposes.
Property has the meaning ascribed to it Map and Property Description.
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Project has the meaning ascribed to it in the Recitals and as more particularly described
in Project Summary.
Project Stabilization means issuance of a final certificate of occupancy for the Project
and ninety percent (90%) of the Project's units leased up by tenants.
Reimbursement Request has the meaning ascribed to it in Section 5.4.
UDAG means Urban Development Action Grant, the grant program of the same name
administered by HUD.
UDAG Grant Agreement has the meaning ascribed to it in the Recitals.
UDAG Grant Fund Proceeds or miscellaneous revenue has the meaning ascribed to it
in the Recitals.
UDAG Regulations means the Act and all other laws, rules, regulations, and contractual
obligations pertaining to UDAG and the use of the UDAG Grant Fund Proceeds or
miscellaneous revenue.
3. TERM.
3.1. Term of Agreement.
The term of this Agreement commences on the Effective Date and ends 40 years
after Project Stabilization occurs, unless earlier terminated as provided in this Agreement. All
provisions relating to completion of the Required Improvements terminate in 3 years unless
earlier terminated as provided in this Agreement or extended. All provisions relating to the
federal Regulations and the employment requirements shall remain in full force and effect until
the end of the Performance Period.
3.2 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and ends 40
years after Project Stabilization (as defined in the HOME Contract, City Secretary Contract No.
_____), so long as the terms and conditions of this Agreement and the Loan Documents have
been met.
4. BORROWER OBLIGATIONS.
4.1. Require Compliance with Federal and City Requirements.
Borrower acknowledges and agrees and shall require Developer through the Developer
Loan Documents to acknowledge and agree to comply with the all requirements included herein
including all federal requirements and requirements of the City throughout the Performance
Period. Lender shall have the right to approve all documents, contracts, loan documents, and
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other similar instruments between Borrower and Developer related to the UDAG Funds.
Approval by Lender does not relieve Borrower or Developer of their individual duty to comply
with all federal and City regulations, even if omitted from approved contract documents, unless
specifically stated in an executed amendment that such requirement is waived.
4.2 Completion of Improvements.
Borrower shall ensure that Developer invests at least $17,000,000.00 in
Development Costs for the Improvements as of the Completion Date, which amount is
subject to written verification by the Director based on Complete Documentation
submitted to the Director by Borrower as defined in and required by Section 5.4.1.
4.3. Employment and Resident Goals.
Borrower shall require Developer or its Management Company to use its best
efforts to employ at least 1 FTE that will be provided and filled on the Property (the
), as follows:
4.3.1 Within the first 12-month period after the Completion Date, Borrower shall
require that Developer or its Management Company to make reasonable efforts to ensure
that Developer or its Management Company employs 1 FTE for Central City Resident by
the end of the first 12-month period and continuing to maintain 1 FTE throughout the
Performance Period.
4.4. Reports.
4.4.1. Quarterly Construction Spending Reports.
From the Effective Date until the Completion Deadline, Borrower will
provide Lender with a quarterly report in a form reasonably acceptable to Lender that
specifically outlines the then-current aggregate Construction Costs expended by or on
behalf of Borrower and the Developer for the Improvements.
4.4.2. Employment Reports.
Borrower shall provide Lender with a report for each year of the
Performance Period on or before the annual anniversary of the Completion Date that
outlines the number of FTE provided and filled by Developer at the facility on the
Property during the previous 12 months that were held by individuals residing within the
Central City, as evidenced by, without limitation, the zip codes of the residences of such
individuals. The report shall be in the form attached to the Agreement as
Annual Evaluation Report, made a part of this Agreement for all purposes. If Borrower
fails to provide any such report, Lender will notify Borrower in writing, and Borrower
will provide such report within thirty (30) calendar days following receipt of the written
notice. Unless this Agreement is terminated by Lender pursuant to Section 9 of the
Agreement, Section 4.3 shall survive termination or expiration of this Agreement.
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4.4.3. Other Reports.
Borrower shall supply any additional information reasonably requested by
Lender that is pertinent to the Lender Borrower
compliance with each of the terms and conditions of this Agreement or that is reasonably
necessary to assist the Lender in demonstrating compliance with UDAG Regulations.
4.5. Inspection of Property and Required Improvements.
Following reasonable advance notice to Borrower, Lender shall have, and
Borrower shall provide or cause to be provided, access to the Property and any
improvements thereon, in order for Lender to inspect the Property and evaluate the
Required Improvements to ensure compliance with the terms and conditions of this
Agreement. Borrower shall cooperate fully with Lender during any such inspection
and/or evaluation.
5. LOAN.
5.1. Amount.
Lender will loan Borrower $150,000.00 of UDAG miscellaneous revenue for the
Project on the terms and conditions set forth herein.
5.2. Change in Project Budget.
Borrower agrees to utilize the Funds provided under this Agreement to
supplement rather than supplant funds otherwise available for construction of the Project.
5.3. Loan Terms and Conditions.
Borrower will be required to:
5.3.1 Execute and deliver the Promissory Note along with any other Loan
Documents required by Lender. Additionally, Borrower shall
simultaneously loan the UDAG Funds provided through this
Agreement to Developer and shall collaterally assign the Developer
Loan Documents to Lender in order to secure the UDAG Funds and
.
5.3.2 Provide Lender
amount of the Loan either through direct policy or an assignment or
ensure that Lender is considered a successor in interest to the policy
issued in favor of Borrower.
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5.3.3 Pay all costs associated with closing the Loan.
5.3.4 Provide Lender with an estimated settlement statement from the title
company at least 3 business days before closing.
5.3.5 Lender must approve in writing any secured financing for the project
that is to be subordinate to the Loan. Lender shall also have the right
to review and approve the Developer Loan Documents.
5.3.6 The term of the Loan shall be as specified in Section 3.2. The Loan
shall bear no interest and shall be forgiven at the end of the Loan Term
so long as (i) Borrower has not received any repayment from
Developer on the Developer Loan or in the event Borrower has
received payment from Developer on the Developer Loan, Borrower
has remitted the full amount of such payment to Lender, and (ii)
Borrower and Developer have complied with all City requirements,
state and federal laws, all federal regulations, including the CDBG and
UDAG regulations, all local ordinances, and this Agreement and the
Developer Loan Agreement. Payment for purposes of this section shall
include payment of any principal, interest, title proceeds received
based on the title policy for the Developer Loan, and any other money
received by Borrower from Developer connected with the Developer
Loan. In the event that Borrower receives any payment from
Developer for the Developer Loan funded using the UDAG Funds,
those funds are immediately repayable to Lender and must be repaid to
Lender by Borrower within thirty days of its receipt of the funds.
Failure to repay Lender shall be an event of default under this
Agreement and Lender may pursue any and all remedies included in
this Agreement, including withholding all remaining UDAG Funds
and demanding repayment of any UDAG Funds previously paid to
Borrower or Developer.
5.3.7 Early repayment of the Loan shall not relieve Borrower of its
obligations under this Agreement or compliance with UDAG
Regulations, CDBG Regulations or other applicable HUD regulations.
5.3.8 This Agreement and the Promissory Note between Lender and
Borrower shall secure repayment of the UDAG Funds, to the extent
such funds are not forgiven, and performance by Borrower of all
obligations under this Agreement during the term of the Loan. The
Developer Deed of Trust shall secure both repayment of the UDAG
Funds and performance by Developer of its obligations under this
Developer Loan Agreement.
5.3.9 At Lender is Agreement may be
considered a default of the Developer Loan.
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5.3.10 Failure by Borrower to comply with this Section 5.3 will be an
event of default under this Agreement and the Loan Documents .
5.3.11 As a condition precedent to receipt of any Funds, Borrower must
execute this Agreement and any other documents required by Lender;
must cause the Developer to execute the Developer Loan Documents;
and must collaterally assign the Developer Loan Documents to Lender
to collateralize the Lender Loan.
5.3.12 Borrower shall require Developer to agree that except for permanent
ny future
refinancing by Developer or any new or subordinate financing shall
require the review and prior written approval of the Lender for the
purpose of ensuring compliance with federal guidelines, which
approval shall not be unreasonably withheld, conditioned or delayed.
Such approval will be based on the Lender -current
financial information, underwriting and subsidy layering requirements,
and may require renegotiation of the Loan terms. Renegotiation of the
Loan term may include modification of the maturity date (if permitted
by any senior lender), payment amount adjustment, or any other
modification necessary to comply with federal regulations. A
refinance of a senior loan or any subsequent refinance shall not
automatically cause repayment of the Loan. Notwithstanding the
foregoing, refinancing by Developer of any senior indebtedness will
not require prior written approval of the City so long as such
refinancing would not increase the principal amount of the senior
indebtedness beyond the original principal amount of the senior
indebtedness (excluding any amounts having been advanced by senior
lender for the protection of its security interest pursuant to the senior
loan documents), increase the interest rate of the senior indebtedness,
or decrease the original maturity term of the senior indebtedness;
provided however that the Lender must review and approve any loan
documents, including subordination agreements, approval of which
shall not be unreasonably withheld or delayed, and nothing herein
shall limit Lender
5.4. Draws on Loan Funds.
Funds will be disbursed to Borrower to be paid to Developer within ten (10) days of the
Lender Borrower s Reimbursement Requests, including submission of Complete
Documentation to Lender in compliance with Section 5.4.1
The Funds will be disbursed in accordance with Reimbursement Schedule.
Borrower must provide complete documentation to support the reimbursement request; however,
it is understood that portions of Borrower
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Developer. It is expressly agreed by the Parties that any Funds not reimbursed to Borrower shall
remain with Lender.
5.4.1. Complete Documentation.
Borrower shall provide Lender with the following Complete Documentation with each
Reimbursement Request, which shall consist of the following, along with any other necessary
information requested by Lender under section 5.4.7:
5.4.1.1 Exhibit E Invoice Forms.
This form shall contain the amount requested for reimbursement in the
submitted request, and the cumulative reimbursement requested to date (inclusive
of the current request). This form must be signed by an authorized signatory of
Borrower. By signing the invoice, Borrower is certifying that the costs are valid,
eligible, and consistent with the terms and conditions of this Agreement, and the
data contained in the report is true and correct.
5.4.1.2 Attachment II Expenditure Worksheet.
This form shall itemize each expense requested for reimbursement by
Borrower. In order for this report to be complete the following must be
submitted:
5.4.1.2.1 Invoices for each expense with an explanation as to how
the expense pertains to the project, if necessary; and
5.4.1.2.2 Proof that each expense was paid by Developer based on
work completed and costs actually incurred, a which proof can be satisfied
by cancelled checks, wire transfer documentation, paid receipts or other
appropriate banking documentation.
5.4.2 Deadline for Submitting Reimbursement Requests.
Borrower shall submit all Reimbursement Requests along with Complete
Documentation to Lender within 60 calendar days from each of the deadlines as shown in
Reimbursement Schedule.
5.4.3 No Obligation to Make Payment After Deadlines.
CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF
THE DEADLINES SHOWN IN EXHIBIT REIMBURSEMENT
SCHEDULE. In addition, Borrower submit Reimbursement
Requests and Complete Documentation along with any required reports shall be an event
of default.
5.4.4 No Obligation to Make Payment After 30 days of Completion Deadline.
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CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
CALENDAR DAYS OF THE COMPLETION DEADLINE.
5.4.5 Withholding Payment.
CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT
REQUEST THAT DOES NOT INCLUDE THE REQUIRED COMPLETE
DOCUMENTATION. Lender shall notify Borrower when it is withholding payment due
to lack of required complete documentation within 10 Business Days of making such
determination.
5.4.6. Project Completion Report.
Borrower will submit a Project Completion Report in substantially the same form
as that set forth in the attached Project Completion Report made a part
of this Agreement for all purposes.
5.4.7. Supporting Documentation.
Borrower will supply the Lender with any supporting documentation reasonably
requested by Lender to verify the information set forth in the documentation submitted
pursuant to Sections 5.4.1, including, but not limited to, (i) final lien waivers signed by
general contractor or subcontractors, if applicable; (ii) copies of all City
permits and City-issued pass inspections for such work; and (iii) documentation to
show compliance with BDE or DBE bidding process for such work, if applicable.
5.4.8. Withholding of Funds.
IF THE REQUIRED REPORTS AND APPROPRIATE SUPPORTING
DOCUMENTATION ARE NOT RECEIVED WITHIN THE TERM OF THIS
AGREEMENT OR AS REQUIRED BY THIS AGREEMENT, CITY SHALL
HAVE NO OBLIGATION TO MAKE PAYMENT OF ANY REIMBURSEMENT
REQUEST. Failure to submit required reports shall be an event of default.
5.5. Identify Project Expenses Paid with Funds.
Borrower will keep or cause to be kept accounts and records in such a manner that
Lender may readily identify and account for Project expenses reimbursed with Funds.
These records shall be made available to Lender for audit purposes and shall be retained
as required hereunder.
5.6. Acknowledgement of Lender Payment of Funds.
Within 60 calendar days of the Completion Date, an officer of Borrower shall
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execute an acknowledgement that Lender has paid all Funds due under this Agreement,
or shall deliver a document executed by an officer of Borrower identifying all or any
portion of the Funds that Lender has not paid to Borrower. Once Lender has met all of its
obligations for payment of the Funds, an officer of Borrower shall execute an
acknowledgment of same.
6. PROJECT.
6.1. Completion of Project.
6.1.1. Improvements.
The Project must be completed by the Completion Deadline. Construction
of the Project must pass all applicable City-required inspections during the
construction period, a
the Completion Deadline.
6.2 Employment Requirements.
Borrower must require Developer or its Management Company to make
reasonable efforts to employ at the Project a minimum of 1 FTE employee in accordance
with Section 4.3. In order to demonstrate compliance with the requirements of this
Section, Borrower shall provide Lender with an annual employment report that sets forth
information as to the number of FTE employees employed by the Developer or its
Management Company during the 12 months covered by such report. The report shall be
in the form attached as Annual Evaluation Report, made a part of this
Agreement for all purposes. This annual report must be received by Lender on or before
the 15th day of the month following the end of the 12 months covered by the report
throughout the Performance Period. In the event that the 15th day of the month in which
such a report is due falls on a weekend or a City holiday, the report shall be due the next
business day. At Lender Borrower shall provide any additional documents or
records reasonably necessary for Lender to verify the employment requirements for the
Project. Borrower must maintain copies of all such documentation for 5 years following
expiration of this Agreement. This Section 6.2 shall survive expiration or earlier
termination of this Agreement.
6.3 Subcontracting with Small and Minority Firms, Women Business
Enterprises Commitment.
Borrower acknowledges and agrees that for contracts $50,000.00 or larger it will
abide by Lender
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 Agreement, Developer must make
that Business Equity Firms certified with the City are engaged to the extent possible for
any covered contracts procured after the effective date of this Agreement.
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It is national policy to award a fair share of contracts to disadvantaged business
DBEs SBEs
MBE WBEs
must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible
as sources of supplies, equipment, construction and services.
6.4. Issuance of s Completion Date of Project.
Within 60 calendar days of the issuance of a report by the City,
and following receipt by Lender of the final construction spending report for the Project,
and assessment by Lender of the information contained therein, if the Lender is able to
verify that Developer expended at least $17,000,000.00 of total construction costs on the
Project, it shall certify that the Completion Date has been fulfilled.
6.5. Inspections.
At any time during normal office hours throughout the term of this Agreement, and
following reasonable notice to Borrower, Borrower shall require that Developer provide
Lender access to the Property and any improvements thereon, including the Project, in
order for Lender to inspect the Project to ensure compliance with the terms and conditions
of this Agreement. Borrower shall cooperate fully with Lender during any such inspection
and/or evaluation. Notwithstanding the foregoing, Borrower shall have the right to require
that any Lender representative be escorted by security personnel while on the Property.
6.6. Approval by Lender Not Release of Responsibility.
Approval by the Lender of any plans and specifications relating to the Project
shall not constitute or be deemed (i) to be a release of the responsibility or liability of
Borrower, Developer, or any contractors, their respective officers, agents, employees and
subcontractors, for the accuracy or the competency of the plans and specifications,
including, but not limited to, any related investigations, surveys, designs, working
drawings and specifications or other documents; or (ii) an assumption of any
responsibility or liability by Lender for any negligent act, error or omission in the
conduct or preparation of any investigation, surveys, designs, working drawings and
specifications or other documents by Borrower, Developer, or any contractors, and their
respective officers, agents, employees and subcontractors.
6.7. Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is
applicable to Borrower or the Project does not excuse or relieve Borrower from the
requirements or responsibilities in regard to following the law, nor from the
consequences or penalties for Borrower s failure to follow the law, if applicable.
7.AUTHORITY TO EXECUTE AGREEMENT.
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Borrower 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 Agreement
and to perform the responsibilities herein required.
8. AUDITS BY LENDER.
Lender reserves the right to perform an audit of Borrower s Project operations and
finances at any time during the term of this Agreement and for 5 years thereafter, if Lender
determines that such audit is necessary for Lender s compliance with the CDBG Regulations,
UDAG Regulations, or other City policies, and Borrower shall allow access to all pertinent
materials as described herein. If such audit reveals a questioned practice or expenditure, such
questions must be resolved within 15 business days after notice to Borrower of such questioned
practice or expenditure. If questions are not resolved within this period, Lender reserves the
right to withhold further funding under this and/or other contract(s) with Borrower. IF AS A
RESULT OF ANY AUDIT IT IS DETERMINED THAT BORROWER OR DEVELOPER
HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR
MISAPPROPRIATED THE FUNDS OR SPENT FUNDS ON ANY INELIGIBLE
ACTIVITIES, BORROWER AGREES TO REIMBURSE LENDER WITHIN 30 DAYS
OF 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.
9. DEFAULT AND TERMINATION.
9.1. Default.
9.1.1
A default exists if
a. Borrower fails to timely pay the Promissory Note when such payment is
required;
b. A party, other than Lender, fails to perform any material obligation or
covenant in any of this Agreement or the Developer Loan Documents;
c. Any warranty, covenant, or representation made by a party, other than
Lender, in any of the Loan Documents is false in any material respect
when made;
d. A receiver is appointed for any party other than Lender executing any of
the Loan Documents, or for any of the security for payment and
performance under this agreement or the Developer Loan Documents;
e. Any collateral or security for payment or performance under this
Agreement or the Developer Loan Documents is assigned for the benefit
of creditors;
f. A bankruptcy or insolvency proceeding is commenced by a party other
than Lender executing any of the Loan Documents or the Developer Loan
Documents;
g. A bankruptcy or insolvency proceeding is commenced against a party
UDAG Loan Agreement Page 16
Fort Worth Affordability, Inc. Hughes House Apartments
other than Lender executing any of the Loan Documents, and the
proceeding continues without dismissal for 120 days, the party against
whom the proceeding is commenced admits the material allegations of the
petition against it, or an order for relief is entered;
h. Any of the following parties is dissolved, begins to wind up its affairs, is
authorized by its governing body or persons to dissolve or wind up its
affairs, or any event occurs or condition exists that permits the dissolution
or winding up of the affairs of any of the following parties: Borrower, a
nonprofit corporation, Developer, any partner of Developer, or any other
obligated party executing any of the Loan Documents;
i. Any security or collateral for this Agreement or the Developer Loan
Documents is impaired by uninsured loss, theft, damage, or destruction, or
by levy and execution, or by issuance of an official writ or order of
seizure, unless it is promptly replaced with collateral of like kind and
quality or restored to its former condition;
j. The Project is not completed by the Completion Date.
9.1.2. Cross Default
Borrower must comply with all of the terms and conditions of the HOME
FWHFC
Loan Agreement
HOME Affordability Requirements throughout the 20-year Affordability Period more
particularly described in the HOME Contract, unless a different compliance period is
noted in the respective agreement. A Default under the FWHFC Loan Agreement shall
be an event of default under this Agreement and the Developer Loan. The Parties agree
that although Borrower is not a party to the HOME Contract, a Default under the HOME
Contract shall be an event of default under this Agreement and the Developer Loan due
to the relationship that exists between Borrower and Developer and the purpose of this
Loan. Further, the Parties acknowledge that in the event of a default under the HOME
Contract, Lender shall be entitled to exercise all remedies available under this Agreement
and the Developer Loan Documents.
9.1.3 Remedies
If a default exists, Lender may
a. Declare the unpaid principal balance, earned interest, and any other
amounts owed on the Promissory Note immediately due; and
b. Exercise against Borrower, the collateral or security for payment or
performance, and any other party executing the Loan Documents or
Developer Loan Documents any rights and remedies available to Lender
under the Loan Documents.
9.1.4 Cure Option
Unless specifically provided otherwise in this Agreement, in the event that an
event of default or breach of this Agreement remains uncured after 45 calendar days
following written notice by Lender (or such other notice period as may be specified
herein) or, if Borrower has diligently and continuously attempted to cure following
UDAG Loan Agreement Page 17
Fort Worth Affordability, Inc. Hughes House Apartments
receipt of such written notice but reasonably required more than 45 calendar days to cure,
and such breach remains uncured for such period as may be determined by both Parties
mutually and in good faith, Lender shall have the right to terminate this Agreement
immediately upon provision of written notice to Borrower. In this event, Borrower shall
forfeit all rights to the UDAG Funds. Borrower acknowledges that no funds will be
disbursed by Lender at any time that Borrower or Developer is in default under this
Agreement, any agreement related to the use of the UDAG Funds, or any other agreement
between Lender and Borrower, City and Developer specifically using the HOME Funds,
or Borrower and Developer that uses City or FWHFC funds as the funding source.
Lender shall accept cure by the special limited partner or the limited partner of Developer
on the same terms as cure by Borrower.
9.2. Termination.
9.2.1 By Borrower for Convenience.
Borrower may terminate this Agreement for any reason by providing at least 30
written notice to the Lender.
9.2.2 Dissolution of Borrower.
In the event Borrower is dissolved or ceases to exist, this Agreement shall
immediately terminate effective as of the date of Borrower
existence.
10. REPAYMENT OF FUNDS.
In the event that this Agreement is terminated for any reason pursuant to Section 9 above,
Borrower must repay any Funds received hereunder within 30 days of the effective date of
termination. If Borrower fails to repay any such Funds, Lender shall have the right to exercise
all legal remedies available to it under this Agreement.
11. ASSIGNMENT AND RIGHT TO INSPECT.
11.1 This Agreement shall inure to the benefit of and is binding on the Parties and their
respective legal representatives, successors and assigns, including Developer. Borrower shall not
assign all or any part of its rights, privileges, or duties under this Agreement without Lender
prior written consent; provided however, Borrower may assign its rights hereunder to any
Affiliate who assumes in writing all of Borrower obligations hereunder but only after
delivering at least 30 days written notice of such assignment to Lender. Any such assignment
will not release Borrower from its obligations under this Agreement. Any attempted assignment
of this Agreement to any entity other than an Affiliate without Lender shall be
void, and shall constitute a breach of this Agreement. Lender further consents to assignment of
the federal obligations, City obligations, and all other legal or grant requirements contained or
referenced in this Agreement from Borrower to Developer. Nothing herein shall be deemed a
novation of Borrower of any obligations and Borrower shall continue to be responsible for
UDAG Loan Agreement Page 18
Fort Worth Affordability, Inc. Hughes House Apartments
compliance with all federal obligations, City obligations, and all other legal or grant
requirements contained herein to the extent Developer does not comply or otherwise satisfy the
obligation. Lender must approve the form and substance of the assignment to Developer from
Borrower. Notwithstanding anything to the contrary contained herein, Lender approves the
assumption of the Developer Loan by FWHS, or its designated affiliate, in the event the right of
Partnership Agreement.
11.2 Borrower acknowledges and agrees that Lender has the right to inspect and approve
in writing any proposed contracts or other legally binding documents between (i) Borrower and
Developer regarding the UDAG funds, and this right shall further require Lender
both the form and substance of the contracts and other documents, (ii) Developer and its general
contractor and subcontractors, including any lower tier subcontractors engaged in any activity
that is funded as part of the construction of the Required Improvements, (iii) Developer and any
vendor contracts arising out of the operation of the project, and (iv) Developer and any third
party contracts to be paid with UDAG Funds, prior to any charges being incurred.
12. INDEMNIFICATION AND RELEASE.
BORROWER, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT
ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS 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 REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH
THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER
OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR
SUBCONTRACTORS OF CITY
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR
SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, AND BORROWER HEREBY ASSUMES ALL LIABILITY AND
RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND
EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR
DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF
THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES
AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT
CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF
UDAG Loan Agreement Page 19
Fort Worth Affordability, Inc. Hughes House Apartments
CITY OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. BORROWER, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, FURTHER COVENANTS AND AGREES TO
AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND
AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY
OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR
OMISSIONS OF BORROWER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT
PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR
SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH BORROWER
AND CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES
INDEMNITY BY BORROWER TO INDEMNIFY AND PROTECT CITY FROM THE
NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE
INJURY, DAMAGE OR DEATH
WILLFUL MISCONDUCT.
BORROWER, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS
AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH,
DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION
WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF
CONCURRENT NEGLIGENCE
WILLFUL MISCONDUCT.
BORROWER SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS
A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE
SAME FORM AS ABOVE.
13. INSURANCE AND BONDING.
Borrower will maintain coverage in the form of insurance or bond in the amount of
$150,000.00 to insure against loss from the fraud, theft or dishonesty of any of Borrower
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 Funds occasioned by such misconduct. To
effectuate such reimbursement, such fidelity coverage shall include a rider stating that
reimbursement for any loss or losses shall name Lender as a Loss Payee.
UDAG Loan Agreement Page 20
Fort Worth Affordability, Inc. Hughes House Apartments
Borrower shall furnish to Lender, in a timely manner, and prior to the start of
construction, certificates of insurance as proof that it or Developer has secured and paid for
policies of commercial insurance as specified herein. If Lender has not received such certificates
as set forth herein, Borrower shall be in default of the Agreement and the Loan and Lender may
at its option, terminate the Agreement.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Agreement.
Borrower shall require that Developer maintain, or require its general contractor to maintain, the
following coverages and limits thereof set forth in I Insurance Requirements at the
limits specified therein. Borrower shall maintain its insurance and require that Developer or its
general contract maintain their insurance with underwriters authorized to do business in the State of
Texas and which are satisfactory to Lender.
14. LITIGATION AND CLAIMS.
Borrower shall give the Lender immediate notice in writing of any action, including any
proceeding before an administrative body, filed against Borrower in conjunction with this
Agreement or the Project. Borrower shall furnish immediately to Lender copies of all pertinent
papers received by Borrower with respect to such action or claim. Borrower shall provide a
notice to Lender within 10 days upon filing under any bankruptcy or financial insolvency
provision of law.
15. NOTICE.
All notices required or permitted by this Agreement must be in writing and are deemed
delivered on the earlier date of the date actually received or the third day following deposit in a
United States Postal Service post office or receptacle; with proper postage, certified mail return
receipt requested; 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 of Fort Worth
Attention: Director
Neighborhood Services Department
200 Texas St.
Fort Worth, TX 76102
Telephone: 817-392-7540
With a copy to:
City of Fort Worth
Attention: Leslie Hunt
200 Texas St.
Fort Worth, TX 76102
Telephone: 817-392-7600
UDAG Loan Agreement Page 21
Fort Worth Affordability, Inc. Hughes House Apartments
City of Fort Worth
Attention: Project Coordinator
Neighborhood Services Department
200 Texas St.
Fort Worth, TX 76102
Telephone: 817-392-7540
Borrower:
Fort Worth Affordability, Inc.
Attention: Mary-Margaret Lemons, Secretary and Treasurer
1407 Texas Street
Fort Worth, TX 76102
Telephone: 817- 333-3401
With a copy to:
Coats Rose, P.C.
9 Greenway Plaza, Suite 1000
Houston, TX 77046
Attention: Barry J. Palmer
Telephone: (713) 653-7395
Wincopin Circle LLLP
c/o Enterprise Community Asset Management, Inc.
70 Corporate Center
11000 Broken Land Parkway, Suite 700
Columbia, MD 21044
Attention: Asset Manager
Special Limited Partner:
Cavile Place MBS SLP, Inc.,
c/o McCormick Baron Salazar, Inc.
100 N. Broadway, Suite 100
St. Louis, MO 63102
Attention: Hillary Zimmerman
16. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the Lender does not waive or
surrender any of its governmental powers or immunities.
17. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
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Fort Worth Affordability, Inc. Hughes House Apartments
18. NO WAIVER.
The failure of either Party to insist upon the performance of any term or provision of this
right to insist upon appropriate performance or to assert any such right on any future occasion.
19. VENUE AND JURISDICTION.
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 Agreement 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. This Agreement shall be construed in
accordance with the laws of the State of Texas.
20. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of Lender and
Borrower, and any lawful assign or successor of Borrower, and are not intended to create any
rights, contractual or otherwise, to any other person or entity.
21. FORCE MAJEURE.
Subject to any CDBG Regulations, UDAG Regulations, and any other applicable rules
and regulations of HUD, it is expressly understood and agreed by the Parties that if the
performance of any obligation hereunder is delayed on account of an event of Force Majeure, the
Party so obligated will be excused from doing the same for an amount of time equal to the
duration of the event of Force Majeure.
22. INTERPRETATION.
The Parties acknowledge that each Party and its counsel have reviewed and revised this
Agreement 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 Agreement
or any of the exhibits attached hereto.
23. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
24. ENTIRETY OF AGREEMENT.
This Agreement, including the Exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the Lender and
Borrower as to the matters contained herein. Any prior or contemporaneous oral or written
UDAG Loan Agreement Page 23
Fort Worth Affordability, Inc. Hughes House Apartments
agreement is hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be
amended unless executed in writing by both.
25. COUNTERPARTS.
This Agreement 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.
26. IMMIGRATION NATIONALITY ACT.
Borrower shall verify the identity and employment eligibility of its employees who
perform work under this Agreement, including completing the Employment Eligibility
Verification Form (I-9). Upon request by Lender, Borrower shall provide Lender with copies of
all I-9 forms and supporting eligibility documentation for each employee who performs work
under this Agreement. Borrower shall adhere to all Federal and State laws as well as establish
appropriate procedures and controls so that no services will be performed by any Borrower
employee who is not legally eligible to perform such services. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, BORROWER SHALL INDEMNIFY CITY AND
HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE
TO VIOLATIONS OF THIS PARAGRAPH BY BORROWER, BORROWER
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Lender, upon written
notice to Borrower, shall have the right to immediately terminate this Agreement for violations
of this provision by Borrower.
27. Boycotting Israel Prohibited.
Borrower acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, Lender is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the Agreement. 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 Agreement, Borrower certifies that Borrower's
signature provides written verification to Lender that Borrower: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of this Agreement.
28. Borrower and Developer an Independent Contractor.
Borrower and Developer shall operate hereunder as an independent contractor and not as
an officer, agent, servant or employee of Lender. Borrower and/or Developer shall have
exclusive control of, and the exclusive right to control, the details of the work and services
performed hereunder, and all persons performing same, and shall be solely responsible for the
acts and omissions of its officers, members, agents, servants, employees, contractors,
subcontractors, vendors, tenants, licensees or invitees.
UDAG Loan Agreement Page 24
Fort Worth Affordability, Inc. Hughes House Apartments
29. Doctrine of Respondeat Superior.
Borrower agrees that: the doctrine of respondeat superior shall not apply as between
Lender, Borrower, and Developer, any officers, members, agents, servants, employees,
contractors, subcontractors, vendors, tenants, licensees or invitees. Borrower agrees that nothing
herein shall be construed as the creation of a partnership or joint enterprise between Lender,
Borrower and Developer. It is further understood that Lender shall in no way be considered a
Co-employer or a Joint employer of Borrower or Developer or any officers, agents, servants,
employees or subcontractor of Borrower or Developer. Neither Borrower nor Developer, nor
any officers, agents, servants, employees or subcontractor of Borrower or Developer shall be
entitled to any employment benefits from Lender. Borrower and 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 Borrower or Developer, its officers,
members, agents, employees, contractors, subcontractors, vendors, licensees or invitees.
30. Borrower and Developer Property.
Borrower agrees that Lender shall under no circumstances be responsible for any
property belonging to Borrower or 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 BORROWER, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, AND DEVELOPER HEREBY INDEMNIFIES AND HOLDS
HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY
AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH
PROPERTY, SAVE AND EXCEPT THOSE ARISING OUT OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY, ITS OFFICERS,
AGENTS OR EMPLOYEES.
31. Survival.
Any provision of this Agreement that pertains to performance requirements, indemnity
obligations, reporting requirements, auditing, monitoring, tenant income eligibility, record
keeping and reports, City ordinances, compliance with any federal obligations, and any default
and enforcement provisions necessary to enforce such provisions, shall survive the termination
of this Agreement for the longer of (i) 5 years after the termination date of this Agreement, or (ii)
5 years after the termination of the Performance Period unless a different survival period is
specifically set forth herein, and shall be enforceable by Lender against Borrower.
32. Prohibition on Boycotting Energy Companies.
Borrower acknowledges that in accordance with Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the 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 the Lender with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract.
UDAG Loan Agreement Page 25
Fort Worth Affordability, Inc. Hughes House Apartments
those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Borrower certifies that Borrower
written verification to the Lender that Borrower: (1) does not boycott energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
33. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Borrower acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the 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 the Lender with a company with 10 or more full-
time employees unless the contract contains a written verification from the company that it: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity
or firearm trade association; and (2) will not discriminate during the term of the contract against
a firearm entity or firearm trade association.
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, Borrower certifies that Borrower
Lender that Borrower: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
34. Waiver of Immunity by Borrower.
If Borrower or 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, Borrower 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.
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO PAGES]
IN WITNESS WHEREOF, the Parties have executed duplicate originals of thisAgreement to be effective as of the Effective Date.
ATTEST: CITY OF FORT WORTH
��f.�4-By: <j=�LCJ � Fernando Co;ta, Assistant City ManagerDate: Wzoz3 City Secretary M&C 22-0400 Dated May 24, 2022 Date: --------------Form 1295:
AS TO FORM AND LEGALITY:
Assistant City Attorney
FORT WORTH AFFORDABILITY, INC. a Texas nonprofit corporation,
By: ____________ _Mary-Margaret Lemons, Secretary/Treasurer Date: --------------
City of Fort Worth Contract Compliance Manager:By signing I acknowledge that I am the person responsible For the monitoring and administration of this contract, includingEnsuring all performance and rep01ting requirements.
Chad LaRoque, Housing Development and Grants Manager
UDAG Loan Agreement
Fort Wotih Affordability, Inc. -Hughes House Apartments
Signature Page
IN WITNESS WHEREOF, the Parties have executed duplicate originals of this
Agreement to be effective as of the Effective Date.
ATTEST:
City Secretary
M&C 22-0400 Dated May 24, 2022
Date:
CITY OF FORT WORTH
By: ---------------Fernando Costa, Assistant City Manager
Date: -----------
---------------Form 1295:
APPROVED AS TO FORM AND LEGALITY:
Denis McElroy, Assistant City Attorney
FORT WORTH AFFORDABILITY, INC.
a Texas nonprofit corporation, �JtJ��rSecretary/Treasurer
Date: ---------------
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
For the monitoring and administration of this contract, including
Ensuring all performance and reporting requirements.
Chad LaRoque, Housing Development and Grants Manager
UDAG Loan Agreement
Fort Worth Affordability, Inc. -Hughes House Apartments
Signature Page
UDAG Loan Agreement Page 27
Fort Worth Affordability, Inc. Hughes House Apartments
EXHIBITS
Map and Property Location
- Legal Description
Exhib Project Summary
Reimbursement Schedule
Loan Documents
Invoice Forms
Project Completion Report
Annual Evaluation Report
Audit Requirements- Not Applicable
Exhibi Insurance Requirements
L Map of Central City
UDAG Loan Agreement Page 28
Fort Worth Affordability, Inc. Hughes House Apartments
FORT WORTH AFFORDABILITY, INC.
MAP AND PROPERTY
LOCATION
UDAG Loan Agreement Page 29
Fort Worth Affordability, Inc. Hughes House Apartments
-
FORT WORTH AFFORDABILITY, INC.
LEGAL DESCRIPTION
st in the following:
TRACT 1
BEING a 2.1456 acre (93,464 square foot) tract of land situated in the George W. Coonrod
Survey, Abstract No. 291, City of Fort Worth, Tarrant County, Texas, and being a portion of Lot
1, Block A, Cavile Addition, an addition to the City of Fort Worth, according to the plat recorded
in Instrument No. D223052961, Official Public Records, Tarrant County, Texas, and being more
particularly described as follows:
BEGINNING at a 1/2-inch iron rod found at the northernmost southeast corner of said Lot 1,
and being on the west right-of-way line of Amanda Avenue, a variable width right-of-way;
THENCE South 89°49'04" West, departing the said west right-of-way line, and along the
easternmost south line of said Lot 1, a distance of 257.35 feet to a point for corner in the
easternmost west line of said Lot 1;
THENCE North 00°39'10" West, along the said easternmost west line, a distance of 89.84 feet
to a 5/8-
THENCE North 89°30'10" West, along the northernmost south line of said Lot 1, a distance of
119.00 feet to a 5/8-
said Lot 1, and being in the east right-of-way line of Langston Street (a variable width right-of-
way);
THENCE North 00°41'51" West, along the said east right-of-way line, a distance of 177.33 feet
to a 5/8-
intersection of the said east right-of-way line, and the south right-of-way line of Rosedale Street
(a variable width right-of-way);
THENCE North 44°26'43" East, along the said corner clip, a distance of 14.11 feet to a 5/8-inch
end of the said corner clip;
THENCE North 89°35'17" East, along the said south right-of-way line, a distance of 343.76 feet
to a 5/8-
intersection of the said south right-of-way line and the aforementioned west right-of-way line of
Amanda Avenue;
THENCE South 45°17'49" East, along the said corner clip, a distance of 29.71 feet to a 5/8-inch
ip;
UDAG Loan Agreement Page 30
Fort Worth Affordability, Inc. Hughes House Apartments
THENCE South 00°04'43" East, along the said west right-of-way line, a distance of 207.76 feet
to a 5/8--of-
way line;
THENCE North 89°49'04" East, continuing along the said west right-of-way line, a distance of
4.33 feet to a 5/8-
right-of-way line;
THENCE South 00°10'56" East, continuing along the said west right-of-way line, a distance of
51.26 feet to the POINT OF BEGINNING and containing 93,464 square feet or 2.1456 acres of
land, more or less.
TRACT 2
BEING all of Lot 1, Block B, Cavile Addition, an addition to the City of Fort Worth, Tarrant
County, Texas, according to the plat recorded in Instrument No. D223052961, Official Public
Records, Tarrant County, Texas.
UDAG Loan Agreement Page 31
Fort Worth Affordability, Inc. Hughes House Apartments
UDAG Loan Agreement Page 32
Fort Worth Affordability, Inc. Hughes House Apartments
FORT WORTH AFFORDABILITY, INC.
PROJECT SUMMARY
Capitalized terms not defined herein shall have meanings assigned to them in the Agreement.
DESCRIPTION:
Borrower and Developer proposes to develop 4830 and 4908 East Rosedale Street known as
the Hughes House Apartments Project . Developer will construct, develop, own, and operate
a new 162-unit mixed-income affordable multifamily housing development. Borrower is acting
as an intermediary lender to ensure that the Project realizes the most beneficial tax and equity
treatment possible. The Project will consist of 1-, 2-, and 4-bedroom apartments, including
seventy-three (73) project-based voucher (PBV) units for returning families from Cavile Place,
seventy-two (72) units restricted to households earning sixty percent or less of area median
income (AMI), seventeen (17) units dedicated as market rate units, and thirteen (13) units
reserved for Permanent Supportive Housing (PSH) units for persons experience chronic
homelessness. The Project will consist of two (2) elevator-accessed, mixed-use buildings with
approximately 8,800 square feet of ground floor retail/commercial space along Rosedale and the
historic commercial corridor, Amanda Avenue. The commercial area may be divided between
community space, space for community partners and social service providers, and retail space.
Amenities will include a property management office, furnished fitness space, a clubhouse, a
pool and splash pad.
PERFORMANCE REQUIREMENTS:
Invest a minimum of at least $17,000,000.00 in the project, and a
issued by January 1, 2025.
Borrower shall require Developer or its Management Company to use its best efforts to
employ at least 1 FTE at the Project
Within the first 12-month period after the Completion Date, Borrower shall
require that Developer or its Management Company shall make reasonable efforts
to ensure that Developer or its Management Company employs 1 FTE for Central
City Resident and continuing to maintain 1 FTE throughout the Performance
Period.
SPECIFIC PURPOSE:
The specific purpose of the Project is to assist with the housing goals of the Transformation Plan
to revitalize and increase quality affordable housing opportunities in the Cavile Place/ Historic
Stop Six Neighborhood.
PROJECT OBJECTIVES:
UDAG Loan Agreement Page 33
Fort Worth Affordability, Inc. Hughes House Apartments
The Project will benefit low-and-moderate income persons and accomplish the public purpose of
furthering the United States Department of Housing and Urban Development's national objective
of promoting activities that benefit low and moderate-income persons in Southeast Fort Worth.
UDAG Loan Agreement Page 34
Fort Worth Affordability, Inc. Hughes House Apartments
FORT WORTH AFFORDABILITY, INC.
REIMBURSEMENT SCHEDULE
*Borrower acknowledges and agrees that Borrower will only be reimbursed for eligible expenses
and based on work completed and costs actually incurred. The amounts are estimates and are
subject to change.
Milestone Payment Amount
At 25% Completion $40,000.00
At 50% Completion $40,000.00
At 75% Completion $40,000.00
Within 60 days of issuance of a
and acceptance of Project Completion
Report.
$30,000.00
TOTAL LOAN AMOUNT *$150,000.00
UDAG Loan Agreement Page 35
Fort Worth Affordability, Inc. Hughes House Apartments
FORT WORTH AFFORDABILITY, INC.
LOAN DOCUMENTS
PROMISSORY NOTE – $150K UDAG FUNDS Page 1
FWAI to FW Hughes House, LP
4884-0908-7565.v3
Promissory Note
UDAG Funds
Date: April 1, 2023
Borrower:FW Hughes House, LP, a Texas limited partnership
Borrower's Mailing Address:
FW Hughes House, LP
c/o Fort Worth Affordability, Inc.
1407 Texas Street
Fort Worth, TX 76102
Attention: Mary-Margaret Lemons
With a copy to:
Cavile Place MBS SLP, Inc.
c/o McCormack Baron Salazar
100 N. Broadway, Suite 100
St. Louis, MO 63102
Attention: Hillary Zimmerman
And to:
Klein Hornig LLP
101 Arch Street, Suite 1101
Boston, MA 02110
Attention: Daniel Rosen
And to:
Coats Rose, P.C.
9 Greenway Plaza, Suite 1000
Houston, TX 77046
Attention: Barry J. Palmer
And to:
Wincopin Circle LLLP
c/o Enterprise Community Asset Management, Inc.
11000 Broken Land Parkway, Suite 700
Columbia, MD 21044
PROMISSORY NOTE – $150K UDAG FUNDS Page 2
FWAI to FW Hughes House, LP
4884-0908-7565.v3
Attention: General Counsel
Lender: Fort Worth Affordability Inc., a Texas nonprofit corporation
Place for Payment:
Fort Worth Affordability, Inc.
1407 Texas Street
Fort Worth, TX 76102
Principal Amount: $150,000.00
Loan Authority:
The loan evidenced by this Note (the “Loan”) is being made pursuant to grant proceeds
connected to that certain Urban Development Action Grant (“UDAG”) Agreement
between the City of Fort Worth (“City”) and the United States Department of Housing
and Urban Development (“HUD”), UDAG Grant No. B-79-AA-48-0013 (City Secretary
Contract No. 10610), for authorized community or economic development activities
eligible for assistance under Title I of the Housing and Community Development Act of
1974, 42 USC 5301 et seq., as amended (the “UDAG Program”).
Annual Interest Rate: 0%
Maturity Date: 40 years after Project Stabilization as defined in the Loan Agreement
between Borrower and Lender for the Developer City UDAG Loan
(“Developer Loan Agreement”), but not later than December 31, 2065.
Annual Interest Rate on Matured, Unpaid Amounts: 12%
Terms of Payment:
The Principal Amount and any accrued interest are due and payable on the Maturity Date but
only to the extent of 75% of available Surplus Cash or non-Project Assets, as both such
terms are defined in that certain Regulatory Agreement for Multifamily Projects dated
April 1, 2023 executed by the United States Department of Housing and Urban
Development (“HUD”) and Borrower (“HUD Regulatory Agreement”). To the extent
not so paid on the Maturity Date, as long as HUD is the insurer or holder of the Senior
Note on FHA Project No. 113-35988 as defined in that certain Subordination Agreement
(hereinafter defined), the Principal Amount and accrued interest shall thereafter be due and
payable only to the extent of 75% of available Surplus Cash or non-Project Assets, as both
such terms are defined in the HUD Regulatory Agreement.
This Note is the Note required in the Developer Loan Agreement and has been executed
and delivered in accordance with that agreement. The Funds advanced by Lender are
PROMISSORY NOTE – $150K UDAG FUNDS Page 3
FWAI to FW Hughes House, LP
4884-0908-7565.v3
UDAG funds provided through a loan to Lender from the City of Fort Worth and the
Developer Loan Agreement requires certain full-time employee requirements (“FTE
Requirements”) be met throughout the five-year Performance Period in order for the
Project to receive and retain the UDAG funds. The Loan evidenced by this Note will be in
default if Borrower fails to comply with the obligations described in the Developer Loan
Agreement pertaining to the UDAG regulations and the FTE Requirements.
Security for Payment:
This Note is secured by a Leasehold Deed of Trust Security Agreement - Financing
Statement dated April 1, 2023 from Borrower to Jo Ann Gunn or Denis McElroy,
Trustees (the “Deed of Trust”) which covers the personal property described therein and
Borrower’s leasehold estate in the following real property:
Real property in the City of Fort Worth, County of Tarrant, State of Texas,
described as follows:
4830 E. Rosedale Street, intersection of Amanda Avenue and Rosedale Street,
Fort Worth, TX 76105 being more particularly described in the attached Exhibit
“A”, incorporated herein by reference for all purposes (the “Property”)
Other Security for Payment: As set forth in the Developer Loan Agreement.
Borrower promises to pay to the order of Lender the Principal Amount plus any interest at
the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the
Maturity Date. After the Maturity Date, Borrower promises to pay any unpaid principal balance
plus interest at the Annual Interest Rate on Matured, Unpaid Amounts. As long as HUD is the
insurer or holder of the Senior Note on FHA Project No. 113-35988 as defined in that certain
Subordination Agreement (hereinafter defined), any payment made under the terms of this Note,
including payments after the Loan Maturity Date, shall be due and payable only to the extent of 75%
of available Surplus Cash or non-Project Assets as both such terms are defined in the HUD
Regulatory Agreement.
If Borrower defaults in the payment of this Note or in the performance of its obligations
under the Developer Loan Agreement or in the performance of any obligation in any instrument
securing or collateral to this Note following any applicable notice and cure period (“Event of
Default”), Lender may invoke any remedies provided herein or in the Deed of Trust for an Event
of Default. If a monetary event of default occurs under the terms of any of the Loan documents,
prior to exercising any remedies Lender shall give Borrower and each of the Partners of Borrower, as
identified in the First Amended and Restated Agreement of Limited Partnership dated on or about
the date hereof (the “Partnership Agreement”), simultaneous written notice of such default.
Borrower and each of its Partners on behalf of Borrower shall have a period of 15 days after such
notice is given within which to cure the default prior to exercise of remedies by Lender under the
Loan documents. Notwithstanding anything to the contrary, if a non-monetary event of default
occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall
PROMISSORY NOTE – $150K UDAG FUNDS Page 4
FWAI to FW Hughes House, LP
4884-0908-7565.v3
give Borrower and each of Borrower’s Partners, as identified in the Partnership Agreement,
simultaneous written notice of such default. If the default is reasonably capable of being cured
within 45 days, Borrower and each of its Partners on behalf of Borrower shall have such period to
effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is
such that it is not reasonably capable of being cured within 45 days, and if Borrower or any of its
Partners (a) initiates corrective action within said period, and (b) diligently, continually, and in good
faith works to effect a cure as soon as possible, then Borrower or each of its Partners on behalf of
Borrower shall have such additional time as is reasonably necessary to cure the default prior to
exercise of any remedies by Lender. In no event shall Lender be precluded from exercising
remedies, subject to any cure periods included herein, if its security becomes or is about to become
materially jeopardized by any failure to cure a default or the default is not cured within 180 days
after the first notice of default is given. If the default is not cured after notice within the time periods
stated above, Borrower and each surety, endorser, and guarantor waive all demand for payment,
presentation for payment, notice of intention to accelerate maturity, notice of acceleration of
maturity, protest, and notice of protest, to the extent permitted by law.
Borrower’s Limited Partner and Special Limited Partner, as identified in the Partnership
Agreement, shall have the right to cure any default existing under the Loan documents, which
right must be exercised by the later of (a) the cure period provided in the Loan documents, or (b)
15 days after receipt of written notice of default by the Limited Partner. For the Limited Partner
or Special Limited Partner to exercise effectively its cure rights, the Limited Partner or Special
Limited Partner must fully pay the amount past due or perform the defaulted obligations,
including the payment of any amounts due for legal expenses incurred in connection with the
default. Notwithstanding anything to the contrary in the Loan documents, upon the occurrence of
any default arising out of: (i) the bankruptcy, insolvency or assignment of assets for the benefit of
creditors by the General Partner of Borrower, or (ii) the withdrawal from Borrower of the
Borrower’s General Partner, or the death or incapacity of a General Partner, or (iii) a breach of the
representations concerning such General Partner, the Limited Partner shall have the option, but
not the obligation, within 45 days of receipt of written notice of such default from Lender, to cure
any such default by appointing a substitute or additional General Partner that is an affiliate of the
Limited Partner to act as such General Partner. The pledge to the Investor Limited Partner by
Borrower’s General Partner of the General Partner’s interest in the Partnership Agreement as
security for the performance of all of the General Partner’s obligations under the Partnership
Agreement shall not be an event of default under the Loan documents.
Borrower also promises to pay reasonable and actually incurred attorney's fees and court
and other costs if this Note is placed in the hands of an attorney to collect or enforce the Note.
These expenses will bear interest from the date of default at the Annual Interest Rate on Matured,
Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place
for Payment. These expenses and interest will become part of the debt evidenced by the Note and
will be secured by the Security for Payment as well as any other security provided herein.
PROMISSORY NOTE – $150K UDAG FUNDS Page 5
FWAI to FW Hughes House, LP
4884-0908-7565.v3
Interest on the debt evidenced by this Note will not exceed the maximum rate or amount
of non-usurious interest that may be contracted for, taken, reserved, charged, or received under
law. Any interest in excess of that maximum amount will be credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. On any acceleration or required or permitted
prepayment, any excess interest will be canceled automatically as of the acceleration or
prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if
the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions
in this Note and all other instruments concerning the debt.
Each Borrower, as applicable, is responsible for all obligations represented by this Note.
Borrower may prepay this Note in any amount at any time before the Maturity Date
without penalty or premium; however, pre-payment will not relieve Borrower of its obligations to
comply with all federal and City requirements under the Developer Loan Agreement.
When the context requires, singular nouns and pronouns include the plural.
The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the
prior payment in full of the indebtedness to be hereafter evidenced by (i) a Note (Multistate) dated
April 1, 2023, made byBorrower and payable to Mason Joseph, LLC(“Senior Lender”) (the “Senior
Indebtedness”) to the extent and in the manner provided in that certain Subordination Agreement
dated April 1, 2023 among Senior Lender, Borrower and Lender (the “Subordination Agreement”),
(ii) a Promissory Note dated April 1, 2023, in the original principal amount of $325,000.00 made by
Borrower and payable to Lender (the “FWHFC PSH Loan”), and (iii) a Promissory Note dated April
1, 2023, in the original principal amount of $1,000,000.00 made by Borrower and payable to City(the
“City HOME Loan”, and together with the FWHFC PSH Loan, the “Senior Subordinate Loans”).
The Deed of Trust securing this Note is and shall be subject and subordinate in all respects to the
liens, terms, covenants and conditions of the documents evidencing the Senior Indebtedness (“Senior
Loan Documents”) as more fully set forth in the Subordination Agreement, and the liens, terms,
covenants and conditions of thedocuments evidencing the FWHFC PSH Loan and City HOME Loan
(“Senior Subordinate Loan Documents”). The rights and remedies of the payee and each
subsequent holder of this Note under the Deed of Trust securing this Note are subject to the
restrictions and limitations set forth in the Subordination Agreement and/or the Senior Subordinate
Loan Documents. Each subsequent holder of this Note shall be deemed, by virtue of such holder’s
acquisition of the Note, to have agreed to perform and observe all of the terms, covenants and
conditions to be performed or observed by the Subordinate Lender as defined in the Subordination
Agreement.
Subject to the terms of the Subordination Agreement and any cure periods provided in the
Senior Loan Documents, if there is a default in payment of any part of principal or interest of the
Senior Indebtedness and/or the Senior Subordinate Loans, or a breach of any covenants contained
in the Senior Loan Documents and/or the Senior Subordinate Loan Documents, the debt evidenced
by this Note will immediately become payable at the option of Lender. If Borrower fails to
PROMISSORY NOTE – $150K UDAG FUNDS Page 6
FWAI to FW Hughes House, LP
4884-0908-7565.v3
perform any of Borrower's obligations in the Senior Loan Documents and/or the Senior
Subordinate Loan Documents, and to the extent allowedby the Subordination Agreement, Lender
may perform those obligations and be reimbursed by Borrower, on demand, at the Place for
Payment for any amounts advanced, including attorney's fees, plus interest on those amounts from
the date of payment at the Annual Interest Rate on Matured, Unpaid Amounts. The amount to be
reimbursed will be secured by all instruments securing this Note.
A default exists under this Note if (1) (a) Borrower or (b) any other person liable
on any part of this Note (an “Other Obligated Party”) fails to timely pay or perform any
obligation or covenant in any written agreement between Lender and Borrower or such Other
Obligated Party with respect to the project; (2) any warranty, covenant, or representation in this
Note or in any other written agreement between Lender and Borrower or any Other Obligated
Party with respect to the project is materially false when made; (3) a receiver is appointed for
Borrower, any Other Obligated Party, or any property on which a lien or security interest is
created as security (the “Collateral Security”) for any part of this Note; (4) any Collateral
Security is assigned for the benefit of creditors other than the holder(s) of the Senior Note or the
Senior Subordinate Loan Documents; (5) a bankruptcy or insolvency proceeding is commenced
by Borrower or an Other Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is
commenced against Borrower or an Other Obligated Party and (b) the proceeding continues
without dismissal for 120 days, the party against whom the proceeding is commenced admits the
material allegations of the petition against it, or an order for relief is entered; (7) any of the
following parties is dissolved, begins to wind up its affairs, is authorized to dissolve or wind up
its affairs by its governing body or persons, or any event occurs or condition exists that permits
the dissolution or winding up of the affairs of any of the following parties: (i) Borrower, or (ii) an
Other Obligated Party; and (8) any Collateral Security is materially impaired by loss, theft,
damage, levy and execution, issuance of an official writ or order of seizure, or destruction, unless
it is promptly replaced with insurance proceeds, collateral security of like kind and quality or
restored to its former condition.
The execution and delivery of this Note are required under the Developer Loan
Agreement.
If any provision of this Note conflicts with any provision of the Developer Loan
Agreement, the Deed of Trust, or any other document evidencing the same transaction between
Lender and Borrower, the provisions of the Developer Loan Agreement will govern to the extent
of the conflict.
This Note will be construed under the laws of the state of Texas without regard to
choice-of-law rules of any jurisdiction.
This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any of its
Partners nor any other party shall have any personal liability for repayment of the Loan described
PROMISSORY NOTE – $150K UDAG FUNDS Page 7
FWAI to FW Hughes House, LP
4884-0908-7565.v3
in the Developer Loan Agreement. The sole recourse of Lender under the Loan documents for
repayment of the Loan shall be the exercise of its rights against the Security for Payment.
[SIGNATURE FOLLOWS]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
THE DEVELOPER LOAN AGREEMENT, NOTE AND THE DEED OF TRUST
CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
FW HUGHES HOUSE, LP,
a Texas limited partnership
By: FW Hughes House GP, LLC,
a Texas limited liability company,
its general partner
By: Fort Worth Affordability, Inc.,
a Texas nonprofit corporation,
its sole memb r
By: '
Name: Mar -Mar a •et ons
Title: Secretary/ asurer
By: Cavile Place MBS SLP, Inc.,
a Texas corporation,
its Special Limited Partner
By:
Name: Kim Hartmann
Title: Vice PresidendTreasurer
PROMISSORY NOTE —$ISOK UDAC FUNDS Page 8
FWAI to FW Hughes House, LP
4884-0908-7565
THE DEVELOPER LOAN AGREEMENT, NOTE AND THE DEED OF TRUST
CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT SE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS 4F THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
FW HUGHES HOUSE, LP,
a Texas limited partnership
By: FW Hughes House GP, LLC,
a Texas limited liability company,
its general partner
By: Fort Worth Affordability, Inc.,
a Texas nonproiit corporation,
its sole member
By:
Name: Mary-Margaret Lemons
Title: Secretary/Treasurer
By: Cavile Place MBS SLP, Inc.,
a Texas corporation,
its Special Limite� Partner
By: : �" �-;��__ - _
Name: Kim H�ann
Title: Vice President/Treasurer
PROMISSORY NOTE —$150K UDAG FUNDS Page S
FWAI to FW Hughes House, LP
4884-0908-7565
PROMISSORY NOTE – $150K UDAG FUNDS Page 9
FWAI to FW Hughes House, LP
4884-0908-7565.v3
EXHIBIT “A”
LEGAL DESCRIPTION
TRACT 1
BEING a 2.1456 acre (93,464 square foot) tract of land situated in the George W. Coonrod Survey,
Abstract No. 291, City of Fort Worth, Tarrant County, Texas, and being a portion of Lot 1, Block A,
Cavile Addition, an addition to the City of Fort Worth, according to the plat recorded in Instrument No.
D223052961, Official Public Records, Tarrant County, Texas, and being more particularly described as
follows:
BEGINNING at a 1/2-inch iron rod found at the northernmost southeast corner of said Lot 1, and being
on the west right-of-way line of Amanda Avenue, a variable width right-of-way;
THENCE South 89°49'04" West, departing the said west right-of-way line, and along the easternmost
south line of said Lot 1, a distance of 257.35 feet to a point for corner in the easternmost west line of
said Lot 1;
THENCE North 00°39'10" West, along the said easternmost west line, a distance of 89.84 feet to a
5/8-inch iron rod with “KHA” cap set for corner, being an interior corner of said Lot 1;
THENCE North 89°30'10" West, along the northernmost south line of said Lot 1, a distance of 119.00
feet to a 5/8-inch iron rod with “KHA” cap set for the northernmost southwest corner of said Lot 1, and
being in the east right-of-way line of Langston Street (a variable width right-of-way);
THENCE North 00°41'51" West, along the said east right-of-way line, a distance of 177.33 feet to a
5/8-inch iron rod with “KHA” cap set for corner at the southwest end of a corner clip at the intersection
of the said east right-of-way line, and the south right-of-way line of Rosedale Street (a variable width
right-of-way);
THENCE North 44°26'43" East, along the said corner clip, a distance of 14.11 feet to a 5/8-inch iron
rod with “KHA” cap set for corner at the northeast end of the said corner clip;
THENCE North 89°35'17" East, along the said south right-of-way line, a distance of 343.76 feet to a
5/8-inch iron rod with “KHA” cap set for corner at the northwest end of a corner clip at the intersection
of the said south right-of-way line and the aforementioned west right-of-way line of Amanda Avenue;
THENCE South 45°17'49" East, along the said corner clip, a distance of 29.71 feet to a 5/8-inch iron
rod with “KHA” cap set for corner at the southeast end of the said corner clip;
THENCE South 00°04'43" East, along the said west right-of-way line, a distance of 207.76 feet to a
5/8-inch iron rod with “KHA” cap set for corner at an angle point in the said west right-of-way line;
THENCE North 89°49'04" East, continuing along the said west right-of-way line, a distance of 4.33 feet
to a 5/8-inch iron rod with “KHA” cap set for corner at an angle point in the said west right-of-way line;
THENCE South 00°10'56" East, continuing along the said west right-of-way line, a distance of 51.26
feet to the POINT OF BEGINNING and containing 93,464 square feet or 2.1456 acres of land, more or
less.
TRACT 2
PROMISSORY NOTE – $150K UDAG FUNDS Page 10
FWAI to FW Hughes House, LP
4884-0908-7565.v3
BEING all of Lot 1, Block B, Cavile Addition, an addition to the City of Fort Worth, Tarrant County,
Texas, according to the plat recorded in Instrument No. D223052961, Official Public Records, Tarrant
County, Texas.
D223059634 04/11/2023 08:58 AM Page: 1 of 22 Fee: $103.00 Submitter: First American Title Insurance Company - NC
Electronically Recorded by Tarrant County Clerk in Official Public Records -�,��
MARY LOUISE NICHOLSON
COUNTY CLERK
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECITRITY NUMBER OR YOUR DRIVER'S LICF,NSE NUMBER.
Leasehold Deed of Trust
Security Agreement - Financing Statement
UDAG Funds
Terms
Date: April l, 2023
Grantor: FW Hughes House, LP, a Texas Limited Partnership
Grantor's Mailing Address:
FW Hughes House, LP
c/o Fort Worth Affordability, Inc.
1407 Texas Street
Fort Worth, TX 76102
With a copv to:
Cavile Place MBS SLP, Inc.
c/o McCormack Baron Salazar
100 N. Broadway, Suite 100
St. Louis, MO 63102
Attention: Hillary Zimmerman
And to:
Klein Hornig LLP
101 Arch Street, Suite 1101
Boston, MA 02110
Attention: Daniel Rosen
And to:
Coats Rose, P.C.
9 Greenway Plaza, Suite 1000
Houston, TX 77046
Attention: Barry J. Palmer
And to:
LEASEHOLD DEED OF TRUST —$150K UDAG FUNDS Page 1
FW Hughes House, LP to FWAI
4868-1885-8061.v3
D223059634
Wincopin Circle LLLP
c/o Enterprise Community Asset Management, Inc.
11000 Brolcen Land Parkway, Suite 700
Columbia, MD 21044
Attention: General Counsel
Trustee: Jo Ann Gunn or Denis McElroy
Trustee's Mailing Address:
The City Attorney's Office
The City of Fort Worth
200 Texas St.
Fort Worth TX 76102
Tarrant County
Lender: Fort Worth Affordability, Inc., a Texas nonprofit corporation
Lender's Mailing Address:
Fort Worth Affordability, Inc.
1407 Texas Street
Fort Worth, TX 76102
Loan Authority:
The loan evidenced by the Note (the "Loan") and secured by this Leasehold Deed of
Trust Security Agreement — Financing Statement ("Deed of Trust") is being made
pursuant to grant proceeds connected to that certain Urban Development Action Grant
("UDAG") Agreement between the City of Fort Worth ("City") and the United States
Department of Housing and Urban Development ("HUD"), UDAG Grant No. B-79-AA-
48-0013 (City Secretary Contract No. 10610), for authorized community or economic
development activities eligible for assistance under Title I of the Housing and
Community Development Act of 1974, 42 USC 5301 et seq., as amended (the "UDAG
Program").
Obligations
Note
Date: Apri12, 2023
Original principal amount: $150,000.00
Borrower: FW Hughes House, LP
Lender: Fort Worth Affordability, Inc.
Maturity Date: 40 years after the date of Project Stabilization, but not
later than December 31, 2065.
Terms of Payment: As provided in the Note
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In addition, Obligations shall include compiiance by Grantor with the requirements of
the Contract (as defined below) and Section E.
Property (including any improvements): Tenant's Leasehold Estate.
Lease
Date: April 1, 2023
Landlord: Cavile Public Facility Corporation
Tenant: Grantor
Premises:
Real property in the City of Fort Worth, County of Tarrant, State of
Texas, described as follows:
4830 E. Rosedale Street, intersection of Amanda Avenue and Rosedale
Street, Fort Worth, TX 76105 being more particularly described in the
attached Exhibit "A", incorporated herein by reference for all purposes
(the "Property")
Leasehold Estate:
All of Tenant's rights under the Ground Lease dated April 1, 2023
executed by and between Cavile Public Facility Corporation, Landlord,
and FW Hughes House, LP, Tenant
Together with the following personal property to the extent owned by Grantor:
All fixtures, supplies, building materials, and other goods of every nature
now or hereafter located, used, or intended to be located or used on the Property;
All plans and specifications for development of or construction of
improvements on the Property;
All contracts and subcontracts relating to the construction of
improvements on the Property;
All accounts, contract rights, instruments, documents, general intangibles,
and chattel paper arising from or by virtue of any transactions relating to the
Property;
All permits, licenses, franchises, certificates, and other rights and
privileges obtained in connection with the Property;
All proceeds payable or to be payable under each policy of insurance
relating to the Property; and
All products and proceeds of the foregoing.
Together with all improvements located or hereafter located on the Property.
Notwithstanding any other provision in this Deed of Trust, the term "Property" does not
include personal effects used primarily for personal, family, or household purposes.
In addition to creating a deed-of-trust lien on the Leasehold Estate and all the other
Property described above, Grantor also grants to Lender a security interest in all of the
above-described personal property pursuant to and to the extent permitted by the Texas
Uniform Commerciai Code.
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Prior Liens:
The lien created by this Deed of Trust is and shall be subject and subordinate in all respects
to the liens, terms, covenants and conditions of (i) the Multifamily Deed of Trust,
Assignment of Leases and Rents and Security Agreement securing that certain Note
(Multistate) dated April 1, 2023 made by Grantor and payable to Mason Joseph, LLC
("Senior Lender") evidencing the indebtedness arising from the loan by Senior Lender to
Grantor ( the "Senior Indebtedness"), to the extent and in the manner provided in that
certain Subordination Agreement dated April 1, 2023 among Senior Lender, Lender, and
Grantor (the "Subordination Agreement"), (ii) a Promissory Note dated April l, 2023, in
the original principal amount of $325,000.00 made by Grantor and payable to Lender (the
"FWHFC PSH Loan"), and (iii) a Promissory Note dated April 1, 2023, in the original
principal amount of $1,000,00.00 made by Grantor and payable to City (the "City HOME
Loan", and together with the FWI-�C PSH Loan, the "Senior Subordinate Loans"). This
Deed of Trust is and shall be subject and subordinate in all respects to the liens, terms,
covenants and conditions of the loan documents evidencing the Senior Indebtedness
("Senior Loan Documents") as more fully set forth in the Subordination Agreement, and
the liens, terms, covenants and conditions of the loan documents evidencing the FWHFC
PSH Loan and City HOME Loan (collectively the "Senior Subordinate Loan
Documents"). The rights and remedies of Lender and each subsequent assignee of the lien
under this Deed of Trust are subject to the restrictions and limitations set forth in the
Subordination Agreement.
Subject the terms of the Subordination Agreement and to waiver, notice, grace and cure
period, if any, provided in the Senior Loan Documents and/or the Senior Subordinate
Loan Documents, if default occurs in payment of any part of principal or interest of the
Senior Indebtedness and/or the Senior Subordinate Loans, or in observance of any
covenants contained in the Senior Loan Documents and/or the Senior Subordinate Loan
Documents, the entire debt secured by this Deed of Trust will immediately become
payable at the option of Lender to the extent permitted by the Subordination Agreement.
Other Exceptions to Conveyance and Warranty:
The Permitted Exceptions set forth on Exhibit "B" attached hereto and incorporated
herein for all purposes, to the extent that they relate to the Leasehold Estate.
For value received and to secure performance of the Obligations, Grantor conveys the
Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property,
subject to the Other Exceptions to Conveyance and Warranty. On performance of the
Obligations, including payment of the Loan and all other amounts secured by this Deed of Trust
and performance of the requirements of the UDAG Program, this Deed of Trust will have no
further effect, and Lender will release it at Grantor's expense.
Clauses and Covenants
A. Grantor's Obligations
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Grantor agrees to-
1. perform all of Tenant's obligations under the Lease and Contract and deliver, on
Lender's written request, satisfactory evidence of timely payment of all rents and other charges
due under the Lease and Contract;
2, enforce Landlord's obligations under the Lease;
3. within 10 business days after receipt, deliver a copy of each notice received by
Grantor from Landlord to Lender;
4. timely exercise each option to extend the term of the Lease as long as the
Obligations remain unpaid or otherwise outstanding and concurrently deliver to Lender a copy of
the notice doing so. If Grantor does not exercise an option to extend the term of the Lease,
Lender may, at its option, exercise the option on behalf of Grantor. Grantor appoints Lender its
attorney-in-fact to execute and deliver all instruments necessary to extend the term of the Lease
or to exercise any other rights, powers, or privileges under the Lease in the event Grantor fails to
do so; this power, being coupled with an interest, is irrevocable as long as the Obligations remain
unpaid or are otherwise outstanding;
5. use commercially reasonable efforts to deliver to Lender, within 20 days after
written request by Lender, an estoppel certificate from Landlord setting forth to the extent
accurate (a) that the Lease has not been modified or, if it has been modified, the date of each
modification (together with copies of each modification), (b) the date to which all rent has been
paid by Tenant under the Lease, and (c) whether there are any defaults of Tenant under the Lease
and, if there are, setting forth the nature of the default(s) in reasonabie detail;
6. execute and deliver on the request of Lender any instruments required to permit
Lender to cure any defauit under the Lease or preserve the interest of Lender in the Leasehold
Estate;
7. defend leasehold title to the Property subject to the Other Exceptions to
Conveyance and Warranty and preserve the lien's priority as it is established in this Deed of
Trust;
8. obey all laws, ordinances, and restrictive covenants applicable to the Property;
9. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all prior
lien notes pursuant to their respective terms and abide by or cause to be abided by all prior lien
instruments; and
10. notify Lender of any change of address.
Grantor agrees not to-
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1. do or intentionally or knowingly permit anything to be done that will impair the
security of this Deed of Trust or will be grounds for terminating the Lease unless cured within
any applicable cure period; or
2. consent, without Lender's prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed, to (a) any waiver, cancellation, or amendment of
any provision of the Lease or (b) the subordination of the Lease to any mortgage of the fee
interest of Landlord in the Premises.
Grantor represents that-
the Lease is enforceable;
2. except as set forth above, there are no amendments to the Lease; and
3. Grantor is not in default under the Lease and, to the best of Grantor's knowledge,
Landlord is not in default under the Lease, and, to the best of Grantor's lcnowledge, no event
exists that, with the passage of time or the giving of notice, or both, would constitute a default
under the Lease.: When used in this Deed of Trust or any of the other Loan Documents,
"knowledge" or "notice" means the actual lcnowledge of any fact or matter by or written notice
to the following officers of the Grantor: FW Hughes House GP, LLC.
B. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee,
succeeding to all rights and responsibilities of Trustee.
2. If the proceeds of the Loan are used to pay any debt secured by prior liens, Lender
is subrogated to all the rights and liens of the holders of any debt so paid, subject to the
Subordination Agreement.
3. Notwithstanding the terms of the Note to the contrary, and unless applicabie law
prohibits, all payments received by Lender from Grantor with respect to the Obligations or this
Deed of Trust may, at Lender's reasonable discretion, be applied first to amounts payable under
this Deed of Trust and then to amounts due and payable to Lender with respect to the
Obligations, to be applied to late charges, principal, or interest in the order Lender in its
discretion determines.
4. If Grantor fails to perform any of Grantor's obligations under this Deed of Trust,
subject to prior written notice and cure period, Lender may perform those obligations and be
reimbursed by Grantor on demand for any amounts so paid, including reasonable and actually
incurred attorney's fees, plus interest on those amounts from the dates of payment at the rate
stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by
this Deed of Trust.
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5. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's obligations under this Deed of Trust and the default continues after any required notice
of the default and the time allowed to cure ("Event of Default"), Lender may-
a. declare any unpaid principal balance and earned interest on the
Obligations immediately due;
b. direct Trustee to foreclose this lien, in which case Lender or Lender's
agent will cause notice of the foreclosure sale to be given as provided by
the Texas Property Code as then in effect; and
c. purchase the Property at any foreclosure sale by offering the highest bid
and then have the bid credited on the Obligations.
Notwithstanding anything to the contrary, if a monetary event of default occurs under the
terms of any of the Loan documents, prior to exercising any remedies Lender shall give Grantor and
each of the Partners of Grantor, as identified in the First Amended and Restated Agreement of
Limited Partnership Agreement of Grantor dated on or about the date hereof (the "Partnership
Agreement"), simultaneous written notice of such default. Grantor and each of its Partners on
behalf of Grantor shall have a period of 15 days after such notice is given within which to cure the
default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding
anything to the contrary, if a non-monetary event of default occurs under the terms of any of the
Loan documents, prior to exercising any remedies, Lender shall give Grantor and each of Grantor's
Partners, as identified in the Partnership Agreement, simultaneous written notice of such default. If
the default is reasonably capable of being cured within 45 days, Grantor and each of its Partners on
behalf of Grantor shall have such period to effect a cure prior to exercise of remedies by Lender
under the Loan documents. If the default is such that it is not reasonably capable of being cured
within 45 days, and if Grantor or any of its Partners (a) initiates corrective action within said period,
and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then
Grantor or each of its Partners on behalf of Grantor shall have such additional time as is reasonably
necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender
be precluded from exercising remedies, subject to any cure periods included herein, if its security
becomes or is about to become materially j eopardized by any failure to cure a default or the default
is not cured within 180 days after the first notice of default is given. If the default is not cured after
notice within the time periods stated above, Borrower and each surety, endorser, and guarantor
waive all demand for payment, presentation for payment, notice of intention to accelerate
maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted
by law.
6. Lender may remedy any default without waiving it and may waive any default
without waiving any prior or subsequent default.
7. If Grantor fails to perform any of its obligations, covenants, or agreements under
the Lease or Contract, Lender may do any act it deems reasonably necessary to cure such failure.
During an Event of Default, Lender may enter the Premises with or without notice and do
anything that Lender reasonably deems necessary or prudent to do.
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8. If Lender elects to malce any payments or do any act or thing required to be paid
or done by Grantor as Tenant under the Lease, Lender will be fully subrogated to the rights of
Landlord, and any sums advanced by Lender are a part of the Obligations.
C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will-
1. either personally or by agent give notice of the foreclosure sale as required by the
Texas Property Code as then in effect;
2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash
with a general warranty binding Grantor, subj ect to the Prior Lien and to the Other Exceptions to
Conveyance and Warranty and without representation or warranty, express or implied, by
Trustee;
from the proceeds of the sale, pay, in this order-
a. expenses of foreclosure, including a reasonable commission to Trustee;
b. to Lender, the full amount of principal, interest, reasonable attorney's
fees, and other charges due and unpaid;
c. any amounts required by law to be paid before payment to Grantor; and
d. to Grantor, any balance; and
4. to the extent permitted by applicable law, be indemnified, held harmless, and
defended by Lender against all costs, expenses, and liabilities incurred by Trustee for acting in
the execution or enforcement of the trust created by this Deed of Trust, which includes all court
and other costs, including reasonable attorney's fees, incurred by Trustee in defense of any action
or proceeding taken against Trustee in that capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Trust, Grantor must immediately
surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at
sufferance of the purchaser, subject to an action for forcible detainer.
2. Recitals in any trustee's deed conveying the Property will be presumed to be true,
absent evidence to the contrary.
3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any
other remedy will not constitute an election of remedies.
4. This lien will remain superior to liens later created even if the time of payment of
all or part of the Obligations is extended or part of the Property is released, unless a
subordination agreement is executed by Lender.
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5. If any portion of the Obligations cannot be lawfully secured by this Deed of
Trust, payments will be applied �rst to discharge that portion.
6. Subject to the rights of senior lien holders, Grantor assigns to Lender all amounts
payable to or received by Grantor from condemnation of all or part of the Property, from private
sale in lieu of condemnation, and from damages caused by public worlcs or construction on or
near the Property. After deducting any expenses incurred, including reasonable attorney's fees
and court and other costs, Lender will apply such amounts to reduce the Obligations and any
excess proceeds shall be paid to Grantor. Lender will not be liable for failure to coilect or to
exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice
of any actual or known threatened proceedings for condemnation of all or part of the Property.
Notwithstanding the above, and subject to the rights and requirements of any senior lien
holder, in the event of any fire or other casualty to the Property or eminent domain proceedings
resulting in condemnation of the Property or any part thereof, Grantor shall have the right to rebuild
the Property, and to use all available insurance or condemnation proceeds therefor, provided that (a)
such proceeds are sufficient to keep the Obligations in balance and rebuild the Property in a manner
that provides adequate security to Lender for repayment or performance of the Obligations or if
such proceeds are insufficient then Grantor shall have funded any deficiency, (b) Lender shall have
the right to approve plans and specifications for any major rebuilding and the right to approve
disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or
similar arrangement, and (c) no material default then exists under the Loan documents other than
attributable to the casualty or condemnation. If the casualty or condemnation affects only part of
the Property and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and
partial repayment of the Obligations in a manner that provides adequate security to Lender for
repayment of the remaining balance of the Obligations, and any excess proceeds shall be paid to
Grantor.
7. Subject to the rights of senior lien holders, Grantor assigns to Lender all present
and future rent and other income and receipts from the Property pursuant to Chapter 64 of the
Texas Property Code, as may be amended from time to time. If Grantor defaults in payment or
performance of the Obligations or performance of this Deed of Trust, Lender may, upon notice,
cause all rent and other income and receipts that have accrued but remain unpaid on the date of
notice and that accrue on or after the date of notice to be paid to Lender. Payments to Lender
under this paragraph shall begin within thirty days of the date of notice. Lender neither has nor
assumes any obligations as lessor or landlord with respect to any occupant of the Property.
Lender may exercise Lender's rights and remedies under this paragraph without taking
possession of the Property. Lender will apply all rent and other income and receipts collected
and retained by Lender under this paragraph first to expenses incurred in exercising Lender's
rights and remedies hereunder and then to Grantor's obligations with respect to the Obligations
and this Deed of Trust in the order determined by Lender. Lender is not required to act under
this paragraph, and acting under this paragraph does not waive any of Lender's other rights or
remedies.
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8. Interest on the debt secured by this Deed of Trust will not exceed the maximum
amount of non-usurious interest that may be contracted for, talcen, reserved, charged, or received
under law. Any interest in excess of that maximum amount will be credited on the principal of
the debt or, if that has been paid, refunded. On any acceleration or re'quired or permitted
prepayment, any excess interest will be canceled automatically as of the acceleration or
prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt
has been paid, refunded. This provision overrides any conflicting provisions in this and all other
instruments concerning the debt.
9. In no event may this Deed of Trust secure payment of any debt that may not
lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law.
10. When the context requires, singular nouns and pronouns include the plural.
11. The term Note includes all extensions, modifications, and renewals of the Note
and all amounts secured by this Deed of Trust.
12. Grantor agrees to (a) keep at Grantor's address, or such other place as Lender may
approve, accounts and records reflecting the operation of the Property and copies of all written
contracts, leases, and other instruments that affect the Property; (b) prepare iinancial accounting
records in compliance with generally accepted accounting principles consistently applied; and
(c), at Lender's request on reasonable notice from time to time, permit Lender to examine and
make copies of such boolcs, records, contracts, leases, and other instruments at any reasonable
time.
13. Grantor agrees to deliver to Lender, at Lender's request from time to time,
internally prepared financial statements of Grantor prepared in accordance with generally
accepted accounting principles consistently applied, in detail reasonably satisfactory to Lender
and certified to be materially true and correct by the chief iinancial officer of Grantor or its
certified public accountant, as applicable.
14. If Lender orders an appraisal of the Property while a default exists, following any
applicable notice and cure period, or to comply with legal requirements affecting Lender,
Grantor, at Lender's request, agrees to reimburse Lender for the reasonable cost of any such
appraisal. If Grantor fails to reimburse Lender for any such appraisal within 30 days of Lender's
written request, that failure is a default under this Deed of Trust.
15. Grantor agrees to allow Lender or Lender's agents to enter the Property at
reasonable times and inspect it and any personal property in which Lender is granted a security
interest by this Deed of Trust.
16. Grantor may not sell, transfer, or otherwise dispose of any Property, whether
voluntarily or by operation of law, except for transfer to the landlord, condemnation, residential
leases or to obtain utility or other necessary easements, without the prior written consent of
Lender. If granted, consent may be conditioned upon (a) the grantee's integrity, reputation,
character, creditworthiness, and management ability being satisfactory to Lender; and (b) the
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grantee's executing, before such sale, transfer, or other disposition, a written assumption
agreement containing any terms Lender may reasonably require, such as a principal pay down on
the Obligations, an increase in the rate of interest payable with respect to the Obligations, a
transfer fee, or any other modification of the Note, this Deed of Trust , or any other instruments
evidencing or securing the Obligations.
Grantor may not cause or knowingly permit any Property to be encumbered by any liens,
security interests, or encumbrances other than the liens securing the Obligation and the liens
securing ad valorem taxes not yet due and payable and the Permitted Exceptions set forth on
E�ibit B hereto without the prior written consent of Lender, which shall not be unreasonably
withheld, conditioned or delayed. If granted, consent may be conditioned upon Grantor's
executing, before granting such lien, a written modification agreement containing any terms
Lender may reasonably require, such as a principal pay down on the Obligations, an increase in
the rate of interest payable with respect to the Obligations, an approval fee, or any other
reasonable modification of the Note, this Deed of Trust, or any other instruments evidencing or
securing the Obligations. Lender hereby specifically approves the execution of the proposed
Declaration of Land Use Restrictive Covenants ("LURA") which will be executed by Grantor on
the form required by the Texas Department of Housing and Community Affairs ("TDHCA"),
the Regulatory Agreement for Multifamily Projects ("HUD Regulatory Agreement") on the
form required by HLTD, the Choice Neighborhoods Implementation Grant Program Declaration
of Restrictive Covenants ("CNI DORC") on the form required by HUD, and the City of Fort
Worth HOME Investment Partnerships Program Deed Restrictions ("HOME Deed
Restrictions"). Approval of the LCIR_A shall be reflected by Lender's execution of the form of
Consent and Subordination of Lienholder which is required by the TDHCA.
Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate
Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust
without the prior written consent of Lender. If granted, consent for a Subordinate Instrument
may be conditioned upon the Subordinate Instrument's containing express covenants to the effect
that-
a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate
Instrument, no action may be taken that would terminate any occupancy or
tenancy without the prior written consent of Lender, and that consent, if granted,
may be conditioned in any manner Lender determines;
c. rents, if collected by or for the holder of the Subordinate Instrument, will be
applied first to the payment of the Obligations then due and to expenses incurred
in the ownership, operation, and maintenance of the Property in any order Lender
may determine, before being applied to any indebtedness secured by the
Subordinate Instrument;
d. written notice of default under the Subordinate Instrument and written notice of
the commencement of any action to foreclose or otherwise enforce the
Subordinate Instrument must be given to Lender concurrently with or
immediately after the occurrence of any such default or commencement; and
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e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to
the Obligations and this Deed of Trust will be payable in full before any
payments on the indebtedness secured by the Subordinate Instrument.
Lender acknowledges and agrees that, in the event of a foreclosure of its interest
under this Deed of Trust, the following rule contained in Section 42(h)(6)(E)(ii) of the
Internal Revenue Code (the "Code") shall apply:
For a period of 3 years from the date of foreclosure, with respect to any unit that
had been regulated by the LURA, (i) none of the eligible tenants occupying those
units at the time of foreclosure may be evicted or their tenancy terminated (other
than for good cause), and (ii) no rent for said units may be increased except as
otherwise permitted under Section 42 of the Code.
Grantor may not cause or permit any of the following events to occur without the prior
written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the
sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability
company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any
of its Partnership interests; (c) a general partnership or joint venture, the dissolution of the
partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership
or joint venture interests, or the withdrawal from or admission into it of any general partner or
joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2) the sale,
pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal
from or admission into it of any general partner, or (3) except for a limited partnership interest in
a low income housing project, the withdrawal from or admission into it of any controlling
limited partner or partners. If granted, consent may be conditioned upon (a) the integrity,
reputation, character, creditworthiness, and management ability of the person succeeding to the
ownership interest in Grantor (or security interest in such ownership) being reasonably
satisfactory to Lender; and (b) the execution, before such event, by the person succeeding to the
interest of Grantor in the Property or ownership interest in Grantor (or security interest in such
ownership) of a written modification or assumption agreement containing such terms as Lender
may reasonably require, such as a principal pay down on the Obligations, an increase in the rate
of interest payable with respect to the Obligations, a transfer fee, or any other modification of the
Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations.
Permitted Transfers. Notwithstanding anything to the contrary herein or in any other Loan
document, the following shall not constitute a default or Event of Default under any of the Loan
documents-
a. the withdrawal, removal, replacement, and/or addition of a General Partner, Special
Limited Partner or Limited Partner of the Grantor in accordance with the
Partnership Agreement, or the withdrawal, replacement, and/or addition of any of
Grantor's Partners or its Partners' general partners or members, provided that any
additional or substitute Grantor's General Partner, Special Limited Partner or
Limited Partner is reasonably acceptable to Lender and is selected with reasonable
promptness. Any additional or substitute General Partner, Special Limited Partner
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or Limited Partner that is an affiliate of any of Grantor's Partners are hereby
deemed acceptable to Lender;
a. the sale, transfer, conveyance or pledge of partnership interests in the Grantor;
b. the sale, transfer, conveyance or pledge of any partnership interest in Grantor's
Limited Partner or Special Limited Partner;
c. the dilution of General Partner's interest in cash flow and/or capital transaction
proceeds in Grantor in accordance with the terms of the Partnership Agreement;
d. assignment of the loan to a borrower that is an affiliate of the Borrower or its
partners, subject to consent from Lender and the City of Fort Worth. Any
assignment shall also require an assumption of the loan terms, including all federal
and City of Fort Worth restrictions; and
e. any amendment to the Partnership Agreement which does not affect terms that
impact loan repayment, and does not otherwise adversely affect Lender's security
interest in the Property.
Further, none of the actions described in this paragraph will constitute a material change in
ownership which would trigger termination of the Contract, as hereinafter defined.
17. Except as otherwise related to the project as defined in the Contract (as
hereinafter defined), Grantor agrees not to grant any lien or security interest in the Property or to
permit any junior encumbrance to be recorded or any claim to otherwise become an
encumbrance against the Property other than the proposed Li_1RA, the HOME Deed Restrictions,
the CNI DORC, or HIJD Regulatory Agreement, and any other lien or security interest approved
in advance by Lender. If an involuntary encumbrance is filed against the Property, Grantor
agrees, within 30 days of actual notice, to either remove the involuntary encumbrance or insure
against it or provide a bond acceptable to Lender against the involuntary encumbrance
18. This Deed of Trust binds, beneiits, and may be enforced by the successors in
interest of all parties.
19. If Grantor and Borrower are not the same person, the term Grantor includes
Borrower.
20. Grantor and each surety, endorser, and guarantor of the Obligations waive all
demand for payment, presentation for payment, notice of intention to accelerate maturity, notice
of acceleration of maturity, protest, and notice of protest, to the extent permitted by law.
21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other
actually incurred costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust
is placed in the hands of an attorney for enforcement.
22. If any provision of this Deed of Trust is determined to be invalid or
unenforceable, the validity or enforceability of any other provision will not be affected.
Page 13 of 22
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4868-1885-8061.v3
D223059634
23. As long as the Obligations remain unpaid or otherwise not performed, unless
Lender otherwise consents in writing, the fee title to the Premises and the Leasehold Estate will
not merge but will always remain separate, notwithstanding a union of the estates.
24. This Deed of Trust does not constitute an assignment of the Lease, and Lender
has no liability or obligation under the Lease by reason of its acceptance of this Deed of Trust.
Lender is liable for the obligations of Tenant arising out of the Lease for only that period of time
after Lender has acquired, by foreclosure or otherwise, and is holding Grantor's interest in the
Leasehold Estate.
25. The term Lender includes any mortgage servicer for Lender.
26. The debt and the performance secured by this Deed of Trust is a nonrecourse
obligation of Borrower. Neither Borrower nor any of its Partners nor any other party shall have
any personal iiability for repayment of the Loan described in the Contract (as hereafter defined).
The sole recourse of Lender under the Loan documents for repayment of the Loan or
performance of any of the Obligations shall be the exercise of its right against the security for
payment as defined in the Note.
27. Lender shall have the right to assign this Deed of Trust to the City of Fort Worth
without prior consent of Grantor.
E. Construction Loan Mortgage
1. This Deed of Trust is a"construction mortgage" within the meaning of section
9.334 of the Texas Business and Commerce Code. The liens and security interests created and
granted by this Deed of Trust secure an obligation incurred for the construction of improvements
on land, including the acquisition costs of the Leasehold Estate.
2. Grantor agrees to comply with the terms, covenants and conditions of Loan
Agreement between Grantor and Lender (the "Contract") which requires the Note and this Deed
of Trust. All advances made by Lender under the Contract will be indebtedness of Grantor
secured by the liens created by this Deed of Trust, and such advances are conditioned as
provided in the Contract. °
3. All amounts disbursed by Lender before completion of the improvements to
protect the security of this Deed of Trust up to the principal amount of the Note will be treated as
disbursements under the Contract. All such amounts will bear interest from the date of
disbursement at the rate stated in the Note, unless collections from Grantor of interest at that rate
would be contrary to applicable law, in which event such amounts will bear interest at the rate
stated in the Note for matured, unpaid amounts and will be payable on notice from Lender to
Grantor requesting payment.
4. From time to time as Lender deems reasonably necessary to protect Lender's
interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form as
Page 14 of 22
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4868-1885-8061.v3
D223059634
Lender directs but subject to the rights of any senior lien holders, assignments of any and all
rights or claims that relate to the construction of improvements on the Property.
5. In case of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or
without entry on the Property, may (a) invoke any of the rights or remedies provided in the
Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies
provided in this Deed of Trust, or (c) do both.
F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RESTRICTIONS:
The Note secured by this Deed of Trust is the Note required in the Contract between
Grantor and Lender and has been executed and delivered in accordance with its terms.
The funds advanced by Lender are UDAG funds and the Contract requires that Grantor
meet the requirements of the UDAG regulations for use of the UDAG funds (the "UDAG
Requirements") and the City's full-time employment requirements as further described in
the Contract ("FTE Requirements"):
The Loan and any sums due under the Note or this Deed of Trust will be in default
and may be declared immediately payable if the Project as de�ned in the Contract does not
meet the UDAG Requirements or the FTE Requirements. In the event of such default,
following any applicable notice and cure period, Lender may invoke any remedies
provided herein or in the Contract.
This Deed of Trust has also been executed and delivered pursuant to the terms of
the Contract. Grantor agrees to perform each and every obligation set forth in the
Contract and will not permit a default to occur thereunder, following any applicable notice
and cure period. Any default in the performance of Grantor's obligations under the terms
of the Contract or the UDAG Program, following any applicable notice and cure period,
shall be deemed an Event of Default in the terms of the Note and Lender may invoke any
remedies provided herein for an Event of Default, subject to the terms and conditions of
the Subordination Agreement.
THE CONTRACT, THE NOTE AND THIS DEED OF TRUST CONSTITUTE
THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAT,
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAI�
AGREEMENTS BETWEEN THE PARTIES.
[SIGNATURES AND NOTARIZATION FOLLOW]
Page 15 of 22
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4868-1885-8061.v3
D223059634
FW HUGHES HOUSE, LP,
a Texas limited partnership
By: FW Hughes House GP, LLC,
a Texas limited liability company,
its general partner
By: Fort Worth Affordability, Inc.,
a Texas nonprofit corporation,
its sole member
� ��
By: � ��
Name: Mar - arga t Le ns
Title: Secretary/Tre surer
By: Cavile Place MBS SLP, Inc.,
a Texas corporation,
its Special Limited Partner
By:
Name: Kim Hartmann
Title: Vice President/Treasurer
Page 16 of 22
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4868-1885-8061.v1
D223059634
FW HUGHES HOUSE, LP,
a Texas limited partnership
By: FW Hughes House GP, LLC,
a Texas limited liability cornpany,
its general partner
By: Fort Worth Affordability, Inc.,
a Texas nonprofit corporation,
its sole member
By:
Naine: Mary-Margaret Lemons
Title: Secretary/Treasurer
By: Cavile Place MBS SLP, Inc.,
a Texas corporation,
its Special Limited Partner
,,� r
% � � . �_____
By: ;, ;;�_ ` ti�>-
Name: �`�K�m;�, � �artmann
Title: Vice President/Treasurer
Page 17 of 22
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4868-1885-8061.v1
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Page 18 of 22
STATE OF TEXAS
§
COUNTY OF TARRANT §
I HEREBY CERTIFY that on or about this ,,��- , day of ��° , 2023, before me, a
Notary Public for the state aforesaid, personally appeared Mary-Margaret Lemons, known to me
or satisfactorily proven to be the person whose name is subscribed to the foregoing or attached
document, who acknowledged that she is the Secretary/Treasurer of Fort Worth Affordability,
Inc., a Texas nonprofit corporation, the sole member of FW Hughes House GP, LLC, a Texas
limited liability company, the general partner of FW Hughes House, LP, a Texas limited
partnership; that she has been duly authorized to execute, and has executed, such instrument on
its behalf for the purposes therein set forth; and that the same is its act and deed of said limited
partnership.
IN WITNESS WHEREOF, I have set my hand aH�d Notar�Seal, the day and year first above
written. �
Notary Public, S�ate of Texas
STATE OF MISSOURI
COUNTY OF ST. LOUIS
EVA C KEY
Notary ID i110943269
My Commission Expires
August 15, 2025
On this, the day of , 2023, before me, the undersigned
officer, personally appeared Kim Hartmann, who states that she is the Vice President/Treasurer
of Cavile Place MBS SLP, Inc., a Texas corporation, the special limited partner of FW Hughes
House, LP, known to me (or satisfactorily proven) to be the person whose name is subscribed to
the within instrument and acknowledged that she, being authorized to do so, executed the same
for the purpose therein contained, and desires the same to be recorded as such.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public, State of Missouri
AFTER RECORDING RETURN TO:
City of Fort Worth City Attorney's Of�ce
Attention: Jo Ann Gunn
200 Texas Street
Fort Worth, Texas 76102
LEASEHOLD DEED OF TRUST —$150K UDAG FUNDS
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4868-1885-8061.v1
Page 17
D223059634
STATE OF TEXAS
§
COUNTY OF TARR.ANT §
I HEREBY CERTIFY that on or about this day of , 2023, before me, a
Notary Public for the state aforesaid, personally appeared Mary-Margaret Lemons, lcnown to me
or satisfactorily proven to be the person whose name is subscribed to the foregoing or attached
document, who acicnowledged that she is the Secretary/Treasurer of Fort Worth Affordability,
Inc., a Texas nonproft corporation, the sole member of FW Hughes House GP, LLC, a Texas
limited liability company, the general partner of FW Hughes House, LP, a Texas limited
partnership; that she has been duly authorized to execute, and has executed, such instrument on
its behalf for the pu�poses therein set forth; and that the same is its act and deed of said limited
partnership.
IN WITNESS WHEREOF, I have set my hand and Notarial Seal, the day and year first above
written.
Notary Public, State of Texas
STATE OF MISSOURI
COUNTY OF ST.�L OUI�S §
On this, the �� day of ��`�' �'�`-- , 2023, before me, the undersigned
ofiicer, personally appeared Kim Hartmann, who states that she is the Vice President/Treasurer
of Cavile Place MBS SLP, Inc., a Texas corporation, the special limited partner of FW Hughes
House, LP, lcnown to Ine (or satisfactorily proven) to be the person whose name is subscribed to
the within instrument and acicnowledged that she, being authorized to do so, executed the same
for the purpose therein contained, and desires the same to be recorded as such.
IN WITNESS WHEREOF, I hereunto set my hand and ofiicial seal,
? ��, ;� _�y--�'� �._ .
�'�_�'
I�otary Public, State of Missouri ����i�����it��
AFTER RECORDING RETURN TO:
City of Fort Worth City Attorney's Of�ce
Attention: Denis McElroy
200 Texas Street
Fort Worth, Texas 76102
LEASEHOLD DEED OF TRUST —�150K UDAG FUNDS
FW Hughes House, LP to FWAI
4868-1885-8061.v1
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Page 17
Page 19 of 22
D223059634
A LEASEHOLD ESTATE IN THE FOLLOWING REAL PROPERTY:
TRACT 1
BEING a 2.1456 acre (93,464 square foot) tract of land situated in the George W. Coonrod Survey,
Abstract No. 291, City of Fort Worth, Tarrant County, Texas, and being a portion of Lot 1, Block A, Cavile
Addition, an addition to the City of Fort Worth, according to the plat recorded in Instrument No.
D223052961, Official Public Records, Tarrant County, Texas, and being more particulariy described as
follows:
BEGINNING at a 1/2-inch iron rod found at the northernmost southeast corner of said Lot 1, and being on
the west right-of-way line of Amanda Avenue, a variable width right-of-way;
THENCE South 89°49'04" West, departing the said west right-of-way line, and along the easternmost
south line of said Lot 1, a distance of 257.35 feet to a point for corner in the easternmost west line of said
Lot 1;
THENCE North 00°39'10" West, along the said easternmost west line, a distance of 89.84 feet to a 5/8-
inch iron rod with "KHA" cap set for corner, being an interior corner of said Lot 1;
THENCE North 89°30'10" West, along the northernmost south line of said Lot 1, a distance of 119.00 feet
to a 5/8-inch iron rod with "KHA" cap set for the northernmost southwest corner of said Lot 1, and being in
the east right-of-way line of Langston Street (a variable width right-of-way);
THENCE North 00°41'51" West, along the said east right-of-way line, a distance of 177.33 feet to a 5/8-
inch iron rod with "KHA" cap set for corner at the southwest end of a corner clip at the intersection of the
said east right-of-way line, and the south right-of-way line of Rosedale Street (a variable width right-of-
waY):
THENCE North 44°26'43" East, along the said corner clip, a distance of 14.11 feet to a 5/8-inch iron rod
with "KHA" cap set for corner at the northeast end of the said corner clip;
THENCE North 89°35'17" East, along the said south right-of-way line, a distance of 343.76 feet to a 5/8-
inch iron rod with "KHA" cap set for corner at the northwest end of a corner clip at the intersection of the
said south right-of-way line and the aforementioned west right-of-way line of Amanda Avenue;
THENCE South 45°17'49" East, along the said corner clip, a distance of 29.71 feet to a 5/8-inch iron rod
with "KHA" cap set for corner at the southeast end of the said corner clip;
THENCE South 00°04'43" East, along the said west right-of-way line, a distance of 207.76 feet to a 5/8-
inch iron rod with "KHA" cap set for corner at an angle point in the said west right-of-way line;
THENCE North 89°49'04" East, continuing along the said west right-of-way line, a distance of 4.33 feet to
a 5/8-inch iron rod with "KHA" cap set for corner at an angle point in the said west right-of-way line;
THENCE South 00°10'56" East, continuing along the said west right-of-way line, a distance of 51.26 feet
to the POINT OF BEGINNING and containing 93,464 square feet or 2.1456 acres of land, more or less.
Page 20 of 22
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D223059634
TRACT 2
BEING all of Lot 1, Block B, Cavile Addition, an addition to the City of Fort Worth, Tarrant County, Texas,
according to the plat recorded in Instrument No. D223052961, Official Public Records, Tarrant County,
Texas.
Page 21 of 22
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EXHIBIT "B"
PERMITTED ENCUMBRANCES
All those listed in First American Policy of Title Insurance File No. NCS-
1047223-STLO.
2. That certain Texas Department of Housing and Community Affairs low-income
housing tax credit land use restriction agreement to be executed and recorded
after the effective date of this Deed of Trust.
Page 22 of 22
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4868-1885-8061.v3
UDAG Loan Agreement Page 36
Fort Worth Affordability, Inc. Hughes House Apartments
EXHIBIT
FORT WORTH AFFORDABILITY, INC.
INVOICE FORMS
INVOICE
Agency: Fort Worth Affordability, Inc.
Address: 1407 Texas Street
City, State, Zip: Fort Worth, TX 76102
Program: Hughes House Apartments Project
Period of Service:
FEIN #
Program/Project Amount
This Invoice Cumulative to Date
Hughes House Apartments
Agency's Certification: By signing this report, I certify to the best of my
knowledge and belief that the report is true, complete, and accurate, and
the expenditures, disbursements and cash receipts are for the purposes
and objectives set forth in the terms and conditions of the Federal award.
I am aware that any false, fictitious or fraudulent information, or the
omission of any material fact, may subject me to criminal, civil, or
administrative penalties for fraud, false statements, false claims, or
otherwise. U.S. Code Title 18, Sec. 1001 and Title 31, Sec. 3729-3730
and 3801-3812.
Signature and Date:
Name: Mary-Margaret Lemons
Title: Secretary, Treasurer
UDAG Loan Agreement Page 37
Fort Worth Affordability, Inc. Hughes House Apartments
Attachment II
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Agency: Fort Worth Affordability, Inc.
Program: Hughes House Apartments Project
Line No.
Check
No. Date Payee Description Account Code Amount
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
TOTAL
UDAG Loan Agreement Page 38
Fort Worth Affordability, Inc. Hughes House Apartments
FORT WORTH AFFORDABILITY, INC.
PROJECT COMPLETION REPORT
UDAG Loan Agreement Page 39
Fort Worth Affordability, Inc. Hughes House Apartments
Hand delivery: By mail:
Neighborhood Services Department City of Fort Worth
Community Development Division Neighborhood Services Department
Attn: Leticia Rodriguez Attn: Leticia Rodriguez
908 Monroe Street, 3rd Floor 200 Texas Street
Fort Worth, TX 76102 Fort Worth, TX 76102
For assistance call: (817) 392-7319
You may also forward an electronic copy of the completed report to: Leticia.Rodriguez@fortworthtexas.gov. Please note that if you
do not submit this form electronically, you must submit an original hard copy of the report and all attachments to the above stated
physical address for proper filing and review.
UDAG Loan Agreement Page 40
Fort Worth Affordability, Inc. Hughes House Apartments
FORT WORTH AFFORDABILITY, INC.
ANNUAL EVALUATION REPORT
UDAG Loan Agreement Page 41
Fort Worth Affordability, Inc. Hughes House Apartments
City of Fort Worth
Neighborhood Services Department
Attn: Mrs. Leticia Rodriguez Neighborhood Development Coordinator
200 Texas Street
Fort Worth, TX 76102
For assistance call: (817) 392-7319
You may also forward an electronic copy of the completed report to: Leticia.Rodriguez@fortworthtexas.gov. Please note that if you do not
submit this form electronically, you must submit an original hard copy of the report and all attachments to the above stated physical address for
proper filing and review.
UDAG Loan Agreement Page 42
Fort Worth Affordability, Inc. Hughes House Apartments
FORT WORTH AFFORDABILITY, INC.
AUDIT REQUIREMENTS
INTENTIONALLY DELETED
UDAG Loan Agreement Page 43
Fort Worth Affordability, Inc. Hughes House Apartments
I
FORT WORTH AFFORDABILITY, INC.
INSURANCE REQUIREMENTS
Borrower shall furnish to Lender in a timely manner, but not later than the Effective Date,
certificates of insurance as proof that it has required Developer or its general contractor to secure and
paid for policies of commercial insurance as specified herein. If Lender has not received such
certificates by the Effective Date, Borrower shall be in default of the Contract and Lender
may, at its option, terminate the Agreement.
Borrower maintain and shall require that Developer maintain coverage in the form of
insurance or bond in the amount of $150,000.00, which is the total amount of the UDAG Loan
and the Developer Loan, to insure against loss from the fraud, theft or dishonesty of any of
Borrower The proceeds of
such insurance or bond shall be used to reimburse Lender for any and all loss of UDAG Funds
occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall
include a rider stating that reimbursement for any loss or losses shall name the Lender as a Loss
Payee.
Such insurance shall cover all insurable risks incident to or in connection with the execution,
performance, attempted performance or nonperformance of this Agreement. Developer shall maintain,
or require its general contractor to maintain, the following coverages and limits thereof:
Commercial General Liability (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non-Profit Organization Liability or Directors & Officers Liability (if applicable)
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate Limit
Business Automobile Liability Insurance
$ 300,000 each accident on a combined single-limit basis
Insurance policy shall be endorsed to cover "Any Auto", defined as autos
owned, hired and non-owned. Pending availability of the above coverage and at
the discretion of Lender, the policy shall be the primary responding insurance
policy versus a personal auto insurance policy if or when in the course of
Developer's business as contracted herein.
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
UDAG Loan Agreement Page 44
Fort Worth Affordability, Inc. Hughes House Apartments
Note: Such insurance shall cover employees performing work on any and all projects
including but not limited to construction, demolition, and rehabilitation. Developer or its
contractors shall maintain coverages, if applicable. In the event the respective contractors do
not maintain coverage, Developer shall maintain the coverage on such contractor, if
applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at Lender's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30 days
following notice to Developer of such requirements.
Developer will submit to Lender documentation that it has obtained insurance coverage and has
executed bonds as required in this Agreement prior to payment of any monies provided hereunder.
Where applicable, insurance policies required herein shall be endorsed to include Lender as an
additional insured as its interest may appear. Additional insured parties shall include employees,
officers, agents, and volunteers of Lender.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation,
also referred to as a waiver of rights of recovery, in favor of Lender.
Any failure on part of Lender to request certificate(s) of insurance shall not be construed as a waiver of
such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas
by the Department of Insurance or be otherwise eligible and authorized to do business in the state
of Texas. Insurers shall be acceptable to Lender insofar as their financial strength and solvency and
each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VIl
or other equivalent insurance industry standard rating otherwise approved by Lender.
Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise
approved by Lender.
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 insurers (as their interest may
appear) on their respective insurance policies.
Developer shall require its general contractor to maintain builders risk insurance at the value of the
construction.
UDAG Loan Agreement Page 45
Fort Worth Affordability, Inc. Hughes House Apartments
UDAG Loan Agreement Page 46
Fort Worth Affordability, Inc. Hughes House Apartments
L
FORT WORTH AFFORDABILITY, INC.
MAP OF CENTRAL CITY
6/2/22, 12:02 PM
CITY COUNCIL AGENDA
Create New From This M&C
M&C Review
DATE: 5/24/2022 REFERENCE **M&C 22- LOG NAME:
NO.: 0400
CODE: C TYPE: CONSENT PUBLIC
HEARING:
19HUGHES HOUSE - HOME
UDAGFUNDS
�
��RT�'�ORTII
-�~-
SUBJECT: (CD 5) Approve Financial Actions in Support of the Hughes House Affordable Housing
Development Located at 4830 and 4908 East Rosedale Street as part of the Choice
Neighborhoods Implementation Grant for the Cavile Place/Historic Stop Six Area and
Consisting of (A) Authorizing: (i and ii) Expenditure of $1,000,000.00 of HOME Investment
Partnerships Program Grant Funds as a Non-forgivable Loan to FW Hughes House, LP,
which Loan may Convert to Forgivable on Specified Conditions Being Met, and Execution
of Related Contracts (iii and iv) Expenditure of $150,000.00 of Urban Development Action
Grant Miscellaneous Revenue as a Loan to Fort Worth Affordability Inc., and Execution of
Related Contracts; (v) Acceptance of Assignment from Fort Worth Affordability Inc., of
Contracts and Loan Documents for its loan to FW Hughes House, LP and
(vi) Authorization of Assignment from Fort Worth Affordability Inc. to FW Hughes House,
LP of Federal Grant Obligations; (vii and viii) Execution of Necessary Amendments and
Extensions to All Contracts and Documents to Facilitate Project Completion; (ix) Authorize
Execution of Agreement with the Housing Authority of the City of Fort Worth, Texas For the
Conversion of the HOME Investment Partnerships Program Loan to Forgivable Under
Specified Conditions; and (x) Authorize the Substitution of Funding Years; (B) Finding that
the Loans Serve a Public Purpose and that Adequate Controls are in Place; and (C)
Adopting Attached Appropriation Ordinance
RECOMMENDATION:
It is recommended that the City Council take the following actions associate with support of the
Hughes House affordable housing development located at 4830 and 4908 East Rosedale Street:
1. Authorize expenditure in the amount of $1,000,000.00 of HOME Investment Partnerships
Program grant funds in the form of a non-forgivable loan to FW Hughes House, LP;
2. Authorize execution of an agreement with the Housing Authority of the City of Fort Worth,
Texas, doing business as Fort Worth Housing Solutions, to allow for the conversion of the
non-forgivable HOME Loan to a forgivable loan so long as certain conditions are met,
including without limitation the condition that Fort Worth Affordability Inc., the Housing
Authority of the City of Fort Worth or an affiliate acquires the Project in fee simple or 100\%
of the interests in FW Hughes House, LP following the expiration of the Compliance Period.
For the avoidance of doubt, the HOME Loan shall not be forgivable unless the Project is
directly or indirectly owned 100\% by Fort Worth Affordability Inc., the Housing Authority of
the City of Fort Worth, Texas and/or an affiliate thereof;
3. Authorize expenditure of $150,000.00 of Urban Development Action Grant Miscellaneous
Revenue as a forgivable loan to Fort Worth Affordability Inc.;
4. Authorize the City Manager, or his designee, to execute all related contracts, loan documents,
and other documents necessary for lending activities with specified terms;
5. Authorize the acceptance of an assignment to City by Fort Worth Affordability, Inc. of the
loan documents for the $150,000.00 loan to be made by Fort Worth Affordability Inc., to FW
Hughes House, LP for the benefit of the Project;
6. Authorize the assignment of the Urban Development Action Grant Miscellaneous Revenue
obligations from Fort Worth Affordability Inc., to FW Hughes House, LP to ensure compliance
with applicable federal regulations;
7. Authorize the City Manager or his designee to extend the contracts if such extensions are
necessary for completion of the Project, and to extend all other required documents for
lending activities as necessary for the development of the Project;
apps.cfwnet.org/council_packet/mc_review.asp?ID=29953&councildate=5/24/2022 1 /5
6/2/22, 12:02 PM
M&C Review
8. Authorize the City Manager, or his designee, to amend the contracts and other required
documents if necessary to achieve project goals, provided that the amendments are within
the scope of the Project and in compliance with City policies and applicable laws and
regulations governing the use of federal funds;
9. Authorize the substitution of current and prior funding years in order to meet commitment,
disbursement, and expenditure deadlines for grant funds from the United States Department
of Housing and Urban Development;
10. Find that providing a forgivable Urban Development Action Grant Miscellaneous Revenue loan
and a non-forgivable HOME Loan that may be converted to forgivable so long as certain
conditions are met, serves the public purpose of providing decent, safe, and sanitary housing
for low-income residents and that adequate controls are in place through the various loan
documents and agreements to ensure the public purpose is carried out; and
11. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations
in the Grants Operating Other Fund in the amount of $116,868.97, from Urban Development
Action Grant Miscellaneous Revenue program income, to support the Urban Development
Action Grant Miscellaneous Revenue loan.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to approve financial actions in
support of an affordable housing development in the Cavile Place/Historic Stop Six area as part of the
multi-year Choice Neighborhoods Implementation grant.
On October 22, 2019, City Council authorized the City to act as a co-applicant with the Housing
Authority of the City of Fort Worth, Texas doing business as Fort Worth Housing Solutions (FWHS) for
a Choice Neighborhoods Implementation (CNI) grant from the United States (U.S.) Department of
Housing and Urban Development (HUD), adopted a revised Cavile Place/Historic Stop Six
Neighborhood Transformation Plan (Transformation Plan), and committed $39,375,654.00 over a six-
year period for various improvements and activities in the Cavile Place and Historic Stop Six
neighborhood, subject to receipt of the CNI grant. In spring 2020, the City was notified that the City
and FWHS had been awarded the CNI grant (M&C 19-0268). As co-applicant, the City agreed to
support FWHS in implementing the CNI Grant and Transformation Plan by providing resources for
eligible activities, including a commitment of $3,000,000.00 in HOME Investment Partnerships
Program (HOME) funds, $3,250,000.00 in Community Development Block Grant (CDBG) funds, and
$1,110,000.00 in Urban Development Action Grant (UDAG) funds, for a total of $7,360,000.00 to be
awarded over six years.
On June 22, 2021, City Council authorized the expenditure of $500,000.00 of HOME funds,
$750,000.00 of CDBG funds, and $360,000.00 of UDAG funds, for a total of $1,600,000.00, for the
first phase of the six-year CNI Grant and Transformation Plan, known as the Cowan Place Senior
Apartments (M&C 21-0498 and M&C 21-0499).
The purpose of this M&C is to move forward with the City's part of the second phase and award a total
of $1,000,000.00 in HOME funds and $150,000.00 in UDAG funds for a total of $1,150,000.00 for
eligible activities. Staff determined that the use of HOME funds would be more appropriate for the
construction of new housing and replace the $500,000.00 CDBG commitment with additional HOME
funding.
The Hughes House Apartments (Project) will consist of a new, affordable multifamily apartment
complex. The complex will be a 210-unit mixed-income family development with 1-, 2-, 3-, and 4-
bedroom apartments, including sixty (60) project-based voucher (PBV) units for returning families from
Cavile Place, seventy-two (72) units restricted to households earning sixty percent or less of area
median income (AMI), sixty-five (65) units dedicated as market rate units, and thirteen (13) units
reserved for Permanent Supportive Housing (PSH) units for persons experience chronic
homelessness.
The Project will consist of eleven (11) buildings, including two (2) elevator-accessed, mixed-use
buildings with approximately 12,000 square feet of ground floor retail/commercial space along
Rosedale and the historic commercial corridor, Amanda Avenue. The commercial area may be divided
between community space, space for community partners and social service providers, and retail
space. Amenities will include a property management office, furnished fitness space, a clubhouse, a
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kids' activity room, two children's playscapes, a gazebo, a fully enclosed dog park, a swimming pool
and splash pad. It is anticipated that the construction of Hughes House will commence on or before
the third quarter in 2022 and will take approximately 20 months to complete.
McCormack Baron Salazar, Inc. and Fort Worth Housing Solutions (Co-Developers) will co-develop
Hughes House, and FW Hughes House, LP (Owner), will own the Project. FW Hughes House, LP is a
Texas limited partnership consisting of FW Hughes House GP, LLC as the general partner (owned by
an affiliate of FWHS), Cavile Place MBS SLP, Inc. as a Special Limited Partner (owned by McCormack
Baron Salazar, Inc.), and an affiliate of Enterprise as the Investor Limited Partner.
Fort Worth Affordability, Inc. (FWAI) a Texas nonprofit corporation, which is the sole member of FW
Hughes House GP, LLC, and is an instrumentality of FWHS, has requested that it be the initial
borrower of the UDAG funds (the UDAG Loan Funds) instead of the Owner so that there is less risk
that the loan proceeds will be subject to taxation by the Internal Revenue Service. FWAI will execute a
loan agreement and promissory note in favor of the City for the UDAG Loan Funds and simultaneously
loan the UDAG Loan Funds to the Owner for the development of the Project. To collateralize the loan
from the City to FWAI and ensure compliance with federal requirements, FWAI will (1) assign its loan
documents (from the loan from FWAI to the Owner) to the City and (2) assign its obligations under the
City's UDAG contract to the Owner.
In an effort to further the implementation of the Transformation Plan and aid the infrastructure
improvements in support of the Project, staff recommends the following loan terms and conditions:
HOME Loan Terms:
1. Loan term to commence on execution of the loan documents and terminate 40 years after
project stabilization. Payment of principal and accrued, unpaid interest will be due 40 years
after project conversion, coterminous with final payment date of permanent loan;
2. Interest rate of zero percent so long as borrower complies with all of the terms of the
contract and loan documents;
3. Performance of the HOME requirements and payment of the HOME loan, if required, will be
secured by a deed of trust and HOME Deed Restrictions on the real property through the
affordability period or the loan term, whichever is longer;
4. Affordability period to begin on the date the project status is changed to ��Complete" in the
Integrated Disbursement and Information System (IDIS) and to continue for 20 years
thereafter;
5. HOME loan to be subordinate to any construction/permanent financing and any financing
provided by Fort Worth Housing Finance Corporation;
6. HOME-assisted units will be designated according to the HOME regulations with a 20-year
affordability period;
7. HOME funds will be provided on a reimbursement basis for eligible costs only; and
8. Development and operation will comply with all HOME Regulations in 24 CFR Part 92 et seq.
The expenditure of HOME funds is conditioned upon the following_
1. Satisfactory underwriting in accordance with federal guidance for use of HOME funds and City
policies for funding of HOME units;
2. Compliance with all HOME requirements contained in 24 CFR Part 92 et seq;
3. Construction and permanent financing acceptable to City;
4. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58;
5. Receipt of authorization to use grant funds from HUD;
6. Receipt of acceptable, fully executed loan documents; and
7. Closing on all other financing for the Project.
Approval of this M&C also authorizes the City to convert the HOME Loan from a non-forgivable
repayment loan to a forgivable loan only if FWHS, FWAI, or an affiliate acquires either (i) the Project in
fee simple or (ii) 100\% of the interests in Owner following the expiration of the Compliance Period. For
the avoidance of doubt, the HOME Loan shall not be forgivable unless the Project is directly or
indirectly owned 100\% by FWHS, FWAI and/or an affiliate thereof. This M&C further authorizes the
City to execute an agreement with FWHS to memorialize the terms on which the loan will be converted
to forgivable. In the event that these contingencies are satisfied and the HOME Loan is converted to a
forgivable loan, it shall only be forgiven if all loan terms and conditions are met and FWHS/Developer
has complied with all City and HOME regulations and requirements.
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UDAG Loan Terms:
M&C Review
1. Loan term to commence on the date of execution and terminate 40 years after project
stabilization. Final payment of principal and accrued, unpaid interest will be due 40 years
after project conversion, coterminous with final payment date of permanent loan;
2. Performance period to begin on the date the project status is changed to ��Complete" in the
Integrated Disbursement and Information System (IDIS) and to continue for 5 years
thereafter;
3. UDAG funds to be subordinate to any construction/permanent financing, the City's HOME
loan, and any financing provided by the Fort Worth Housing Finance Corporation;
4. Interest rate of zero percent so long as borrower complies with all of the terms of the
contract and loan documents;
5. UDAG funds will be used for eligible construction costs associated with the new multifamily
housing construction;
6. UDAG funds will be used in compliance with all CDBG requirements contained in 24 CFR Part
570, including but not limited to the Project being located in a CDBG-eligible census tract and
accomplishing the public benefit of furthering a CDBG National Objective of promoting
activities that benefit low-and-moderate income residents;
7.Owner must employ or must require property management company to employ the
equivalent of at least 2 full-time positions for Central City residents at all times during the
performance period;
8. UDAG funds shall be repaid by FWAI to the extent FWAI receives repayment from Owner;
9. UDAG funds shall be forgiven if all terms and conditions are met, FWAI has not received any
repayment from Owner, and Owner has complied with all City and CDBG regulations and
requirements; and
10. UDAG funds will be provided on a reimbursement basis for eligible construction costs only.
Staff recommends approving the expenditure and execution of contracts and related loan documents
with FWAI and Owner in the amount of $1,000,000.00 in HOME funds and $150,000.00 in UDAG
funds for the construction costs in support of the Project; approving acceptance of the collateral
assignment by FWAI to City of related UDAG loan documents, and approving the assignment of the
related UDAG obligations from FWAI to the Owner; and approval of an agreement between FWHS
and the City memorializing the conditions under which the HOME Loan may be converted to a
forgivable loan.
Through this M&C, the City Council finds that the Project serves a public purpose by assisting the City
in fulfilling its goals under the City's Comprehensive Plan, Choice Neighborhoods Implementation
Grant, Transformation Plan, and Consolidated Plan by providing quality, accessible, affordable
housing for low- to moderate- income residents and supporting economic development and
revitalization, and that the forgivable UDAG loan and the HOME Loan, which may be converted to
forgivable so long as the conditions listed above are met, are vital to the financial feasibility of the
Project. The Council further finds that adequate controls are in place through the various loan
documents and agreements to ensure that the public purpose is carried out.
Approval of this M&C also allows Action Plan funding years to vary and be substituted in order to
expend the oldest grant funds first. Appropriations supporting the HOME Loan will come from the
annual program appropriation for the funding years against which the loan is booked. A public
comment period for the 2021-2022 Action Plan was held from July 1, 2021 to July 31, 2021. Any
comments received are maintained by the Neighborhood Services Department.
UDAG Miscellaneous Revenue funds are rental revenues received from the lease of the City-owned
parking garage under General Worth Square (City Secretary Contract No. 11085, as amended and
assigned). UDAG Funds must be used for projects that meet certain CDBG program requirements,
including use in a CDBG-eligible area, qualification as a CDBG economic development project and
inclusion of private investment. Annual revenue from the parking garage is approximately
$108,000.00. Currently the City has an appropriated balance of $299,034.93 in UDAG funds. In
addition, the City is in receipt of, but has not appropriated, a total of $116,868.97 of UDAG Funds from
prior years. After funding this loan, and after all funds have been appropriated, the garage rental
revenues account will have a remaining balance of approximately $265,903.90. Adoption of the
attached appropriation ordinance will appropriate the prior years' unappropriated revenue of
$116,868.97 for use on this loan and will result in the entire current balance of program revenue being
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appropriated. Appropriated funds not used for this Project will be programmed to other eligible projects
in the future.
In addition to HOME and UDAG funding, the Fort Worth Housing Finance Corporation (FWHFC)
approved a resolution in support of the CNI grant and the Transformation Plan on October 22, 2019.
The resolution set aside $1,250,000.00 of FWHFC funds for construction-to-permanent loans for
affordable housing development financing and an additional $1,250,000.00 specifically for the
development of Permanent Supportive Housing (PSH). (Resolution No. FWHFC-2019-06). All
allocated FWHFC funds for construction-to-permanent loans were used for the Cowan Development
along with $225,000.00 of the FWHFC PSH funds. A total of $325,000.00 of the PSH funds are
anticipated to be used in support of the Project.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and adoption of
the attached appropriation ordinance, funds will be available in the current operating budget, as
appropriated, in the Grants Operating Federal Fund and Grants Operating Other Fund. Neighborhood
Services (and Financial Management Services) will be responsible for the collection and deposit of
funds due to the City. Prior to an expenditure being incurred, the Neighborhood Services has the
responsibility to validate the availability of funds. These are reimbursement and fee for services
grants.
Fund Department
ID
OM
Fund Department
ID
Account Project
ID
Account Project
ID
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Program � Activity
Program � Activity
Budget Reference # Amount
Year (Chartfield 2)
Budget Reference # Amount
Year IChartfield 21
Fernando Costa (6122)
Victor Turner (8187)
Chad LaRoque (2661)
Leticia Rodriguez (7319)
19HUGHES HOUSE - HOME UDAG FUNDS funds availability,pdf (Public)
19HUGHES HOUSE - HOME UDAG FUNDS Updated FID table.xlsx (CFW Internal)
19HUGHES HOUSE-HOME UDAG FUNDS 21003.docx (Public)
Hughes House Map.pdf (Public)
Multiple 1295 Forms.pdf (CFW Internal)
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Routing and Transmittal Slip
Neighborhood Services
Department
DOCUMENT TITLE: Hughes House Apartments
UDAG Loan Agreement
M&C 22--0400 CPN CSO #61437 RESERVED DOC# _
DATE:
TO: INITIALS DATE OUT
1. Leticia Rodriguez
2. Ronald Gonzales
3. Jannette Goodall
4. Allison Tidwell
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.
NEEDSTO BE NOTARIZED:Yes x No
RUSH:Yes No SAME DAY :Yes No NEXT DAY :Yes No
ROUTINGTO CSO:X Yes No
Action Required:
As Requested and Notary Tabs
For Your Information X Attach Signature
× Signature/Routingand or Recording
Comment
File
Return to: Please call Virginia Villalobos at ext. 7744 or email for pick up when completed. Thank you.