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Contract 58784
STATE OF TEXAS § COUNTY OF TARRANT § CSC No. 58784 This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City" or "Lender") and FW Hughes House, LP, (hereafter "Developer"), a Texas limited partnership. Lender and Developer may be referred to individually as a "Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, Lender has received a grant from the United States Department of Housing and Urban Development through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239, with which Lender desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments, local lenders, private industry and neighborhood -based nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq., is to benefit low and moderate income individuals and families by providing them with affordable housing; WHEREAS, Lender and the Housing Authority of the City of Fort Worth doing business as Fort Worth Housing Solutions ("FWHS") were co -applicants for a federal Choice Neighborhood Initiatives ("CNI") grant; WHEREAS, 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 ("Project") to be located at 4830 E. Rosedale Street ("Property"), as more particularly depicted in the attached Exhibit "A" — Map and Property Description, made a part of this Contract for all purposes, and will use a portion of the CNI grant funds among various other funding sources; WHEREAS, Developer proposes to use HOME funds for the development, construction and operation of the Project, an eligible project under the HOME Regulations, whereby Developer will receive the funds from Lender in the form of a non -forgivable loan; WHEREAS, Developer is a Texas limited partnership consisting of FW Hughes House GP, LLC a Texas limited liability company, with Fort Worth Affordability, Inc., ("FWAI") as its sole member, as General Partner; Cavile Place MBS SLP, Inc., a Texas corporation, as Special Limited Partner; and a Limited Partner ("Investor"); OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 1 WHEREAS, FWAI is an instrumentality of FWHS and operates as a Texas nonprofit corporation with a purpose of assisting with the creation, development, and rehabilitation of affordable, decent, and safe housing in Fort Worth; 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; and WHEREAS, City residents and the City Council have determined that the development of quality, accessible, affordable housing is needed for moderate, low, and very low-income City residents. NOW, THEREFORE, in consideration of the mutual covenants and obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated, the Parties understand and agree as follows: 1. INCORPORATION OF RECITALS. Lender and Developer hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract, the following terms shall have the definitions ascribed to them as follows: Accessible Units means units accessible to handicapped tenants. Developer must comply with Section 504 requirements and all other applicable Federal accessibility requirements. The Required Improvements must contain 13 Accessible Units. Of these 16 units, 9 must be accessible to individuals with mobility impairments, and the other 4 must be accessible to individuals with visual or hearing impairments. Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit published annually by HUD, with adjustment for the bedroom size of the housing unit as more particularly described on Exhibit "A" — Project Summary. Affordability Period means the period of time that HOME Units must be leased to HOME Eligible Households for Affordable Rent. The Affordability Period for this Project is 20 years. The Affordability Period begins on the date that the Project status is changed to "complete" in IDIS. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 2 Affordability Requirements means the HOME Units remain occupied by HOME Eligible Households paying Affordable Rent throughout the Affordability Period in accordance with the terms of this Contract and the HOME Regulations. Area Median Income or AMI means the median family income for the Fort Worth -Arlington metropolitan statistical area as set annually by HUD. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 24534-11-2020, as may be amended from time to time. Complete Documentation means the following documentation as applicable: 1. Attachments I and II of Exhibit "F", with supporting documentation as follows: a. Proof of expense: invoices, leases, service contracts, expenses based on work completed and costs actually incurred or other documentation showing the nature of the cost and that payment is due Developer. b. Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by Developer were actually paid by Developer. 2. Other documentation: (i) final lien releases signed by the general contractor or subcontractors, if applicable; (ii) copies of all City permits and City -issued "pass" inspections for such work; (iii) documentation to show compliance with BDE or DBE bidding process for procurement or Contract activities, as applicable; (iv) proof of contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any other documents or records reasonably necessary to verify costs spent for the Project. 3. Complete Documentation shall meet the standards described in Exhibit "J" — Standards for Complete Documentation. Completion means the substantial completion of the Required Improvements as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD Compliance Inspection Report and any other applicable final inspection approval from Lender showing that the Required Improvements have met City and HOME standards. Completion Deadline means June 1, 2025. Conversion means the earlier of (i) the date the Project's construction financing converts to permanent financing and begins principal amortization, or (ii) February 28, 2026. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means any deed of trust from Developer to Lender securing a loan or performance made using Lender's HOME Funds and covering the Project and securing the indebtedness evidenced therein and Developer's performance of the requirements of the Loan and the HOME Regulations, as the same may be extended, amended, restated, supplemented or otherwise modified. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 3 Deed Restrictions means the recorded deed restriction, covenant running with the land, or agreement restricting the use of the Property, which imposes the Affordability Requirements beginning after Project completion as required by 24 CFR Part 92.252(e)(1) which will give Lender the right to require specific performance, among other enforcement rights. The Parties agree to the use of the Deed Restriction in substantially the same form attached as Exhibit "L" — Deed Restriction. Director means the Director of the City's Neighborhood Services Department or any successor department thereto. Effective Date means the date of this Contract is fully executed by the Parties as shown by the date written under their respective signatures. Ground Lease means the lease agreement for the Property executed between Cavile Public Facility Corporation as lessor and Developer as lessee, as amended or modified from time to time. High HOME Unit means a unit that must be leased to High HOME Eligible Tenant for High HOME Rent. High HOME Units can float among units that are materially similar in number of bedrooms, square footage, and amenities; however, if the units are not materially similar, then the High HOME units must be fixed. The Project contains 0 High HOME Units. High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High HOME Unit, a tenant whose annual income adjusted for family size does not exceed 60% of AMI, and (ii) for a tenant who is not the first to occupy a High HOME Unit, a tenant whose annual income adjusted for family size does not exceed 80% of AMI. Tenant income must be verified using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject to the income verification requirements of Section 7.2. High HOME Rent means a rent amount that is the lesser of (i) the HUD -established Fair Market Rent for existing comparable housing units in the area, or (ii) 30% of the adjusted income of a family whose annual income equals 65% of AMI with adjustment for the bedroom size of the housing unit. High Home Rent may not exceed the maximum rent limitations set by HUD minus utility allowances as more particularly described in Section 7.5.4. HOME means the HOME Investment Partnerships Program. HOME Eligible Household means a household whose annual income adjusted for family size does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances. The definition of annual income to determine tenant income eligibility shall be the definition at 24 CFR Part 5.609, as amended from time to time. HOME Funds means the HOME Program grant funds supplied by Lender to Developer under the terms of this Contract. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 4 HOME Regulations means the HOME Investment Partnerships Program Final Rule at 24 CFR Part 92 et seq. HOME Unit means a housing unit subject to the HOME Regulations leased to a HOME Eligible Household at Affordable Rent for the duration of the Affordability Period as further described in Exhibit "A" — Project Summary. The HOME Units can be designated as either High and/or Low HOME units. The HOME Units are floating. The Project contains 5 Home Units. Of these HOME Units, 3 are one -bedroom units and 2 are two -bedroom units. Housing Tax Credits means the federal housing tax credits allocated by the Texas Department of Housing and Community Affairs under Section 42(h) of the Internal Revenue Code of 1986, as amended. HUD means the United States Department of Housing and Urban Development. IDIS means Integrated Disbursement Information System, HUD's project tracking system. Investor means the limited partner of Developer, and any successors and assigns. Loan means the HOME Funds provided to Developer by Lender for the purpose described in the Loan Documents. Loan Documents means security instruments which Developer has executed and delivered to Lender including without limitation, the Promissory Note, the Deed of trust, or any other similar security instruments evidencing, securing or guaranteeing Lender's interest and further evidencing, securing, or guaranteeing Developer's performance of all City and federal requirements, including the Affordability Requirements during the Affordability Period, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Low HOME Eligible Tenant means a tenant whose annual income adjusted for family size does not exceed 50% of AMI set by HUD. Tenant income must be verified using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject to Section 7.2 of this Contract. Low HOME Rent means a rent amount that is no more than 30% of the annual income of a family at 50% of AMI adjusted for family size. Low Home Rent may not exceed the maximum rent limitations established by HUD minus utility allowances as more particularly described in Section 7.5.4. Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant for Low HOME Rent. Low HOME Units can float among units that are materially similar in number of bedrooms, square footage, and amenities; however, if the units are not materially similar, then the Low HOME units must be fixed. If there are more than 5 HOME Units, then 20% of the total HOME units must be designated as Low. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 5 The Project contains 5 Low HOME Units. Of these Low HOME Units, 3 are one -bedroom units and 2 are two -bedroom units. Neighborhood Services Department means the City's Neighborhood Services Department or any successor department thereto. Permanent Supportive Housing Program or PSH Program means the combination of dedicated PSH Units and the accompanying supportive services provided by the Supportive Services Provider to the tenants of the PSH Units. Permanent Supportive Housing Tenant means a tenant of the PSH Units. Permanent Supportive Housing Unit or PSH Unit means a housing unit for which supportive services are provided to assist homeless persons with disabilities to live independently. The Project contains 13 PSH Units. Plans means the plans and specifications related to the Required Improvements prepared by the Developer's architect which have been delivered to and then reviewed and approved by Lender on or before the Effective Date, and any and all amendments thereto approved by Lender. 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. Promissory Note means any note in the amount of the HOME Funds executed by Developer payable to the order of Lender, as the same may be extended, amended, restated, supplemented or otherwise modified. The Parties agree to the use of a Promissory Note in substantially the same form attached as Exhibit "E" — Loan Documents. Property means the land on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Ground Lease, the Developer Deed of Trust and the Deed Restrictions. Required Improvements or the Project means all the improvements for a 162-unit mixed -income affordable family housing multifamily rental housing project to be constructed on the Property, together with all fixtures, tenant improvements and appurtenances now or later to be located on the Property and/or in such improvements. The Required Improvements are commonly known as the Hughes House Apartments. The current address for the Project is 4830 East Rosedale Street, Fort Worth, Texas 76105. Reimbursement Request means all reports and other documentation described in Section 10 submitted by Developer to Lender. Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of 1973 to provide accessible housing to persons with disabilities. Section 504 requires that 5% of the units (but not less than 1 unit) in a newly constructed multifamily project must be accessible to individuals with mobility impairments, and an additional 2% of the units (but not less than 1 unit) must be accessible to individuals with sensory impairments. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 6 Special Limited Partner means Cavile Place MBS SLP, Inc., and any Person who becomes a Substitute Special Limited Partner as provided herein, in each such Person's capacity as special limited partner. Subordination Agreement means the Subordination Agreement among Developer's construction and permanent financing lenders, Lender, and Developer outlining the relative priorities of the construction and permanent loans and Lender's Loan for the Project. TDHCA means the Texas Department of Housing and Community Affairs. Tenant Documentation means any documentation allowed under the definition of annual income in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible Household. Documentation may include but is not limited to copies of paychecks, Social Security and disability verification letters, interest or rental income statements, retirement income statements, child support and alimony verification, unemployment benefit letters, and the like for initial tenant income eligibility verifications, and the tenant income verification required every 611 year of the Affordability Period. Documentation for tenant income eligibility verifications for other than the initial lease and the 6tn year of the Affordability Period shall be a Lender -approved income self - certification form. 3. TERM AND EXTENSION. 3.1 Term of Contract. The term of this Contract commences on the Effective Date and ends 40 years after Project Stabilization occurs, unless earlier terminated as provided in this Contract. All provisions relating to completion of the Required Improvements terminate in 3 years unless earlier terminated as provided in this Contract or extended as provided in Section 3.2. All provisions relating to the HOME Program, the HOME Regulations and the HOME Units shall remain in full force and effect until the end of the Affordability Period. 3.2 Extension of Contract. This provisions in this Contract relating to completion of the Required Improvements may be extended for 2 one-year extensions upon Developer submitting a request for an extension in writing at least 60 days prior to the end of the initial 3 year period described in Section 3.1, or the end of the first one-year extension. The first one-year extension request shall be granted upon the written request of Developer. The second one-year extension request shall include the reasons for the extension, Developer's anticipated budget, construction schedule and goals for the additional time. It is specifically understood that it is within Lender's reasonable discretion whether to approve or deny Developer's request for a second one-year extension to complete the Required Improvements. Any such extension shall be in the form of an amendment to this Contract. It shall be an event of default under this contract if the Required Improvements are not completed within the time period required herein, including any extensions. 3.3 Term of Loan. The term of the Loan shall commence on the date of the Promissory Note and ends 40 years after Project Stabilization, so long as the terms and conditions of this Contract and the Loan Documents have been met. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 7 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide HOME Funds. Lender shall provide up to $1,000,000.00 of HOME Funds to Developer in the form of a non -forgivable Loan to fund part of the construction of the Required Improvements, under the terms and conditions of this Contract and the Loan Documents. 4.2 Lender Will Monitor. Lender will monitor the activities and performance of Developer and any of its contractors, subcontractors or vendors throughout the Affordability Period, but no less than annually as required by 24 CFR Part 92.504. 5. DUTIES AND RESPONSIBILITIES OF DEVELOPER. 5.1 Construction of Required Improvements. Developer shall complete the construction of the Required Improvements as described in Exhibit "A" — Project Summary in accordance with the Plans, the schedule set forth in Exhibit "C" - Construction and Reimbursement Schedule, and the terms and conditions of this Contract. 5.1.1 Written Cost Estimates, Construction Contracts and Construction Documents. Developer shall submit any written cost estimates, construction contracts and construction documents (collectively, the "Construction Documents") to Lender to show the work to be undertaken for the Required Improvements in sufficient detail that Lender can perform all required inspections in accordance with 24 CFR Part 92.251 (a)(2)(iv). Lender shall review and approve written cost estimates for the construction of the Required Improvements to determine that such costs are reasonable prior to the commencement of construction. In the event Lender in its reasonable discretion determines that such costs are unreasonable, Developer shall revise said costs estimates to Lender's satisfaction. 5.2 Use of HOME Funds. 5.2.1 Costs in Compliance with HOME Regulations and Contract. Developer shall be reimbursed for eligible Project costs with HOME Funds only if Lender determines in its sole discretion that: 5.2.1.1 Costs are eligible expenditures in accordance with the HOME Regulations. 5.2.1.2 Costs comply with the requirements of the HOME program and as otherwise listed in this Contract and are reasonable and consistent with industry norms. 5.2.1.3 Complete Documentation, as applicable, is submitted by Developer. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 8 5.2.2 BudLFet. Developer agrees that the HOME Funds will be paid on a reimbursement basis in accordance with Exhibit `B" - Budget and Exhibit "C" - Construction and Reimbursement Schedule. Developer may increase or decrease line item amounts in the HOME Funds Budget with the Director's prior written approval, which approval shall be in the Director's sole discretion. Any such increase or decrease in line items in the Budget shall comply with Section 5.2.1, Exhibit "A — Project Summary, and shall not increase the total amount of HOME Funds. 5.2.3 Change in Budget. 5.2.3.1 Developer will notify Lender promptly of any additional funds it receives for construction of the Project, and Lender reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation and subsidy layering. 5.2.3.2 Developer agrees to utilize the HOME Funds to supplement rather than supplant funds otherwise available for the Project. 5.3 Pavment of HOME Funds to Developer. HOME Funds will be disbursed to Developerwithin ten (10) days of Lender's approval of Developer's Reimbursement Requests, including submission of Complete Documentation to Lender in compliance with Section 10. Developer must provide complete documentation to support the reimbursement request. As more particularly described in the HOME Funds Budget and in Exhibit "C" - Construction and Reimbursement Schedule, Lender will hold back $50,000.00 of the HOME Funds until Lender verifies that all HOME Units have been leased to HOME Eligible Households. It is expressly agreed by the Parties that any HOME Funds not reimbursed to Developer shall remain with Lender. 5.4 Identifv Proiect Expenses Paid with HOME Funds. Developer agrees to keep accounts and records in such a manner that Lender may readily identify and account for Project expenses reimbursed with HOME Funds. These records shall be made available to Lender for audit purposes and shall be retained as required hereunder. 5.5 Acknowledgement of Lender Pavment of HOME Funds. Within 90 days of Completion, Developer shall sign an acknowledgement that Lender has paid all HOME Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying all or any portion of the HOME Funds that Lender has not been paid to Developer. Once Lender has met all of its obligations for payment of HOME Funds hereunder, an officer of Developer shall sign an acknowledgement of same. 5.6. Security for Lender's Interest and Developer's Performance. To secure Lender's interest in the Required Improvements and Lender's interest in preserving the affordability of the HOME Units, in accordance with the requirements of the HOME Regulations , Developer shall execute the Deed Restriction and Deed of Trust, which must be recorded in lien priority agreed to by Lender at the earlier of (i) the acquisition of the Property, or (ii) the closing of Developer's construction loan. No HOME Funds will be paid or reimbursed until the Deed of Trust and the Deed Restriction are recorded. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 9 5.6.1 Loan Terms and Conditions. 5.6.1.1 Developer will be required to: 5.6.1.1.1 Execute and deliver the Deed Restriction, the Promissory Note and Deed of Trust along with any other Loan Documents required by Lender. 5.6.1.1.2 Provide Lender with a Mortgagee's Policy of title insurance in the amount of the Loan. 5.6.1.1.3 Pay all costs associated with closing the Loan. 5.6.1.1.4 Provide Lender with an estimated settlement statement from the title company at least 3 Business Days before closing. 5.6.1.1.5 Ensure Lender's lien is subordinate only to the permitted exceptions shown on the Mortgagee's Policy of title insurance. Lender must approve in writing any secured financing for the Project that is to be subordinate to the Loan. Lender hereby approves the following loans to the Developer that are subordinate to the Loan: The $150,000 UDAG loan from FWAI to Developer, the $529,729 loan from Cavile Public Facility Corporation to Developer, the $3,800,000 bridge loan from FWAI to Developer, and the $12,268,653 CNI loan to Developer. 5.6.1.1.6 INTENTIONALLY OMITTED. 5.6.1.1.7 Make all required payments on The Loan. The Loan is a deferred payment loan and shall bear 0% simple interest on an annual basis. All unpaid amounts are due at Maturity. After the Maturity Date, Borrower promises to pay any unpaid principal balance plus 12% interest. Payment shall be made to the order of Lender and delivered to Neighborhood Services Department, or any successor department thereto, at the address listed in the notice section of this Contract ("Place for Payment"). 5.6.1.2 Developer acknowledges that: 5.6.1.2.1 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract or the HOME Regulations including but not limited to the Affordability Requirements and other HOME requirements. The Deed of Trust shall secure both repayment of the HOME Funds and performance by Developer of its obligations under this Contract during the Affordability Period and through the end of the Loan Term. This Contract and the Promissory Note shall secure repayment of the HOME Funds and performance by Developer of all obligations under this Contract during the term of the Loan. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 10 5.6.1.2.2 Except for permanent loan conversion with Developer's permanent lender, any future refinancing by Developer or any new or subordinate financing shall require the review and prior written approval of Lender for the purpose of ensuring compliance with the underwriting and subsidy layering requirements of the HOME Regulations, which approval shall not be unreasonably withheld, conditioned or delayed. Such approval will be based on Lender's review of the then -current financial information, underwriting and subsidy layering requirements, and may require renegotiation of the Loan terms to comply with the HOME Regulations. 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 the HOME Regulations. A refinance of the Senior Loan or any subsequent refinance shall not automatically cause repayment of the Loan. Notwithstanding the foregoing, refinancing by Developer of the Senior Indebtedness will not require prior written approval of Lender 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 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's rights to modify the Loan as allowed herein. 5.6.1.2.3 Failure by Developer to comply with this Section 5.6.1 will be an event of default under this Contract and the Loan Documents. 5.7 Maintain Affordability Requirements. The HOME Units must be occupied by HOME Eligible Households throughout the Affordability Period as required by the HOME Regulations. Developer must notify Lender in writing within 30 days of either of the following occurrences: (i) a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, or (ii) a HOME Unit remains vacant for more than 90 days. In the event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, Developer shall have 45 days to determine if another tenant qualifies as a HOME Eligible Household or fill an empty unit with a HOME Eligible Household. If either (i) or (ii) takes place and is not cured within the time limits described in this Section, then Developer shall pay to Lender 10% of the Loan amount as liquidated damages within thirty days after notice is provided by Lender to Developer. The Parties agree that Lender's actual damages in the event of either (i) or (ii) happening and remaining uncured are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by Lender or otherwise impact Lender's HOME grant or other federal grant funds. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 11 to Lender is liquidated damages and not a penalty. Failure by Developer to make payment under this section shall be an event of default under this Contract. 5.8 Deed Restriction. Developer shall execute and deliver the Deed Restriction, which shall secure the Affordability Requirements for the Affordability Period, as required by HUD Regulations. Early repayment of the Loan shall not relieve Developer of the obligations under the Deed Restriction, this Contract, or the HOME Regulations including but not limited to the Affordability Requirements and other HOME requirements. 5.9 Affordability Requirements Survive Transfer. The HOME Units must remain affordable without regard to the term of any mortgage or transfer of ownership, pursuant to the terms of the Loan Documents, the Deed Restriction, or any other mechanism provided by HUD. Developer agrees that any sale or transfer of the Project during the Loan Term, excluding a transfer due to condemnation or to obtain utility services, may at Lender's sole discretion require the repayment of the HOME Funds unless the new owner or transferee affirmatively assumes in writing the obligations established hereunder for the HOME Units for whatever time remains of the Affordability Period, subject to Lender's consent in its sole discretion, which shall not be unreasonably withheld or delayed. Failure of the new owner or transferee to promptly assume all of Developer's obligations under this Contract, the Loan Documents, and/or the Deed Restriction will result in immediate termination of this Contract and any HOME Funds already paid to Developer must be repaid to Lender within 30 days of such termination. In addition, Lender may pursue any of its remedies under the Loan Documents or the Deed Restriction if the new owner or transferee fails to assume Developer's obligations to maintain the Affordability Requirements throughout the Affordability Period or any other obligation hereunder throughout the Loan Term. 6. CONSTRUCTION. 6.1. Construction Schedule. Developer shall construct the Required Improvements in accordance with the schedule set forth in the attached Exhibit "C" — Construction and Reimbursement Schedule. Developer shall not begin construction until Lender sends a Notice to Proceed. Developer's failure to meet the Construction Schedule (as it may be modified in accordance with Section 14.19) or the Completion Deadline shall be an event of default under this Contract and the Loan Documents. Subject to Section 14.19, Developer may not change the Construction Schedule without the Director's prior written approval, which approval shall be in the Director's reasonable discretion. 6.1.1 Construction Inspections. Lender will conduct progress and final inspections of construction of the Project to ensure that the work is done in accordance with the applicable building codes and the Construction Documents. The construction of the Project must pass a Neighborhood Services Department Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any other applicable HUD -required inspections during the construction period, along with any applicable final inspection approval from the City building inspectors at the completion of the construction of the Project. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 12 6.2 Applicable Laws, Building Codes and Ordinances. Developer shall require that the Plans and construction for the Required Improvements (i) conform to all applicable Federal, state, City and other local laws, ordinances, codes, rules and regulations, including the HOME Regulations; (ii) meet all City building codes; (iii) meet the Energy Conservation requirements as required by the State of Texas in Chapter 11 of the International Residential Code; (iv) if new construction, must conform to the Model Energy Code published by the Council of American Building Officials; and (v) must pass a HUD Compliance Inspection Report and inspection by City's Neighborhood Services Department inspectors. 6.3 Property Standards During Construction. Developer shall comply with the following as applicable during the construction of the Required Improvements: (i) the Property Standards in 24 CFR Part 92.251(a), (ii) accessibility standards under 24 CFR Part 92.25 1 (a)(2)(i), (iii) any City property standards, and (iv) all other applicable accessibility standards for the Project. 6.4 Lead -Based Paint Requirements. Developer shall comply with any applicable Federal lead -based paint requirements including lead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair and Painting Program Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the Required Improvements. 6.5 Approval of Plans and Specifications by Lender Not Release of Responsibility. Approval of the Plans by Lender shall not constitute or be deemed (i) to be a release of the responsibility or liability of Developer or any of its contractors or subcontractors, or their respective officers, agents, employees and lower tier subcontractors, for the accuracy or the competency of the Plans or the Construction Documents, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other documents; or (ii) an assumption of any responsibility or liability by Lender for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and specifications or other documents by Developer or any of its architects, contractors or subcontractors, and their respective officers, agents, employees and lower tier subcontractors. 6.6 Contractor, Subcontractor and Vendor Requirements. Developer shall use commercially reasonable efforts to ensure that all contractors or vendors utilized by Developer or subcontractors utilized by Developer's general contractor are appropriately licensed and such licenses are maintained throughout the construction of the Required Improvements and the operation of the Project when applicable. Developer shall ensure that all contractors utilized by Developer, subcontractors utilized by Developer's general contractor in the construction of the Required Improvements, or vendors utilized by Developer in the operation of the Project are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by Lender, the State of Texas, or the Federal government. For purposes of this Contract, the term "vendors" does not include suppliers or materialmen. Developer acknowledges that 2 CFR Part 200 forbids Developer from hiring or continuing to employ any contractor, subcontractor or vendor that is listed on the Federal Excluded Parties List System for Award Management, www.sam.gov ("SAM"). Failure to submit or require such proofs of search shall be an event of default. In the event that Lender determines HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 13 that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's general contractor shall immediately cause such contractor, subcontractor or vendor to immediately stop work on the Project and Developer shall not be reimbursed for any work performed by such contractor, subcontractor or vendor. However, this Section should not be construed to be an assumption of any responsibility or liability by Lender for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to the SAM shall survive the termination of this Contract and be applicable for the length of the Affordability Period. 6.7 Furnish Complete Set of "As Built" Plans. Developer shall furnish Lender a complete set of "as built" or marked -up plans for the Project at completion of construction after all final approvals have been obtained. 6.8 Broadband Infrastructure Requirements. In compliance with the requirements of 24 CFR Part 5.100, Developer shall provide for the installation of broadband infrastructure, to include cables, fiber optics, wiring, or other permanent infrastructure, including wireless infrastructure, that is capable of providing access to Internet connections in individual housing units, and that meets the definition of "advanced telecommunications capability" determined by the Federal Communications Commission under Section 706 of the Telecommunications Act of 1996 (47 U.S.C. 1302). 7. TENANT AND LEASE REOUIRMENTS. PROPERTY STANDARDS DURING AFFORDABILITY PERIOD. 7.1 Income Eligibility. Developer (1) must use the definition of annual income used by 24 CFR 5.609 to establish tenant income eligibility, (2) shall use the most current HUD Income Guidelines, and (3) shall maintain Tenant Documentation sufficient to show that the HOME Units are occupied by HOME Eligible Households. This Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Affordability Period. 7.2 Income Verification. Developer shall comply with the following: 7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible Households with full Tenant Documentation at the time the initial lease for a HOME Unit is executed. Tenants must certify the number of people in tenant's household along with such person's names and ages. Developer shall obtain financial information on all members of a tenant's household. 7.2.2 Developer must verify the income of the tenants of the HOME Units annually after the initial lease is executed, but may use a Lender -approved tenant self -certification form as Tenant Documentation. Notwithstanding the foregoing, Developer must verify the income eligibility of all HOME Eligible Households with full Tenant Documentation every 6th year of the Affordability Period. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 14 7.2.3 Developer must maintain copies of Tenant Documentation as required under this Contract. 7.2.4 Lender will review Tenant Documentation during the Affordability Period as part of its monitoring. 7.3 Tenant Lease. 7.3.1 Developer shall submit to Lender the form of its tenant lease prior to leasing any HOME Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253 regarding the following issues: 7.3.1.1 Length of lease term shall not exceed 2 years and may not be shorter than 1 year for the initial lease term. If the lease is renewed, tenant and landlord may agree to a longer or shorter term. 7.3.1.2 Lease may not include agreement by tenant to allow landlord to take, hold or sell tenant's personal property without notice and a court decision on the rights of the parties. 7.3.1.3 Lease may not include agreement by the tenant to excuse owner or owner's agents from responsibility for any action or failure to act, whether intentional or negligent acts. 7.3.1.4 Lease may not authorize landlord to institute a lawsuit without notice to the tenant. 7.3.1.5 Lease may not include agreement by tenant to waive a jury trial or right of appeal. 7.3.1.6 Lease may not include an agreement by tenant to pay legal costs of court proceeding even if the tenant prevails in those proceedings regardless of outcome. 7.3.1.7 Lease may not include an agreement by the tenant to be sued, to admit guilt or to a judgment in favor of the owner in a lawsuit brought in connection with the lease. 7.3.1.8 Lease may not include an agreement by the tenant that the owner may evict the tenant or household members without instituting civil court proceedings in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties. 7.3.1.9 Lease may not include an agreement by the tenant to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 15 7.3.1.10 Lease may not include an agreement by the tenant to accept supportive services that are offered. 7.3.2 Termination of Tenancv of HOME Units. Developer shall not terminate the tenancy of a HOME Eligible Household in a HOME Unit except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable federal, state or local laws; or for other good cause. Good cause does not include an increase in the income of the HOME Eligible Household. To terminate or refuse to renew the tenancy, Developer must serve written notice upon the tenant specifying the grounds for the action at least 30 days before the termination of tenancy. 7.3.3 Revised Lease Forms. Developer shall provide Lender copies of revised lease forms within 30 days of any change to its lease form. All changes to Developer's lease form shall comply with the requirement of Section 7.3.1. 7.4 Tenant Household Characteristics. 7.4.1 Developer shall provide Lender with the information about the household characteristics of the first tenant renting a HOME Unit on Exhibit "G" — Project Compliance Report: Rental Housing. 7.4.2 At Lender's request, Developer shall provide demographic information on all tenants in the Project in order to show compliance with Section 7.7 during the Affordability Period. 7.5 Tenant Rent. 7.5.1 Rents charged to tenants of the HOME Units are subject to 24 CFR 92.252 (a) and (b) and are subject to review and approval by Lender at initial lease up and prior to any rent increases. Under no circumstances may the maximum rent charged to tenants of HOME Units exceed the High Home Rent minus utility allowances (excluding telephone). Developer agrees to abide by and does abide by the HUD -approved schedules of HOME rent levels. 7.5.2 Lender shall provide Developer with information on updated HOME rent limits so that rents may be adjusted (not to exceed the maximum HOME rent limits). Developer shall provide Lender annually with information on rents and occupancy of the HOME Units to demonstrate compliance with 24 CFR Part 92.252 (a) and (b). Lender shall review the rents for compliance and approve or disapprove them every year. 7.5.3 Any increase in rents for the HOME Units is subject to the provisions of any outstanding leases for said units. Developer shall provide tenants of the HOME Units with not less than 30 days prior written notice before implementing any increase in rents. 7.5.4 Lender shall adopt utility allowances in accordance with HOME Regulations and HUD guidance. Such allowances shall be updated regularly, and shall be furnished to Developer. Developer shall adjust tenant rents accordingly in compliance with HOME Regulations. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 16 7.6 Tenant Selection. Within 120 days prior to commencement of initial lease up, Developer must submit to Lender for Lender's approval Developer's tenant selection policy and criteria that address the following: 7.6.1 The tenant selection policy must be consistent with the purpose of providing housing for very low and low income persons. 7.6.2 The tenant selection policy must provide for: 7.6.2.1 Selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; 7.6.2.2 Prompt written notification to any rejected applicant of the grounds for such rejection; and 7.6.2.3 Bi-lingual leasing and management assistance. 7.6.3 Holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or similar subsidy) must not be excluded from renting a unit in the Project. 7.6.4 The tenant selection policy must address non-discrimination and affirmative marketing as discussed in Section 7.7. 7.6.5 Developer shall market Accessible Units in the following order: 7.6.5.1 Within the Project to persons requiring an accessible unit. 7.6.5.2 To persons on the waiting list requiring an accessible unit. 7.6.5.3 To the general community for persons requiring accessible unit. 7.6.5.4 To persons that do not require an accessible unit. 7.6.6 The tenant selection policy must (i) address the lease requirements described in Section 7.3, (ii) address managing HOME Unit requirements, and (iii) must comply with state and local tenant/landlord laws. 7.7 Affirmative Marketing. Developer must adopt and implement affirmative marketing procedures as required by 24 CFR 92.351 if the Project involves the construction of 5 or more HOME Units. The procedures and requirements must include methods for informing the public, owners and potential tenants about fair housing laws and policies so as to ensure that all individuals are given an equal opportunity to participate in the Project without regard to sex, age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender. The procedures shall include methods to be used by Developer to inform and solicit applications for tenancy from persons in the housing market area HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 17 who are not likely to apply for the housing without special outreach (e.g., through the use of community organizations, places of worship, employment centers, fair housing groups, or housing counseling agencies.) The procedures and requirements must designate an individual who will be responsible for marketing the Project and must establish a clear application screening plan. Developer's affirmative marketing procedures must be submitted to Lender for approval prior to implementation; provided however, Lender shall have no responsibility for affirmative marketing of the Project. 7.7.1 Developer shall keep records describing actions taken to affirmatively market the HOME Units and the Project sufficient to enable Lender to assess the results of the affirmative marketing. 7.8 Proverty Inspections During Initial Lease -Up of HOME Units. Annual Inspections of HOME Units. Lender shall inspect units in the Project before they are placed into service. Lender shall inspect the HOME Units prior to a HOME Eligible Household occupying such unit to ensure that each HOME Unit meets the appropriate HOME standards. Thereafter, Lender will inspect the HOME Units annually. Developer shall comply with inspection requirements. 7.9 Proiect Maintenance and Inspections During Affordabilitv Period. Developer shall ensure that the Project is maintained in accordance with all applicable HUD property standards for the duration of the Affordability Period, which at a minimum shall be those property standards required in 24 CFR Part 92. Lender will verify maintenance of the Project to these standards through on -site inspections every year. 7.10 Violence Against Women Act Requirements. 7.10.1 As Applicable, Developer agrees to comply with the Violence Against Women Act ("VAWA") and shall ensure that its property manager shall, at the time of application for a unit in the Project, provide all potential tenants receiving rental assistance with a Notice of Occupancy Rights under the Violence Against Women Act in substantially the same form as the form attached and incorporated as Exhibit "N" — VAWA Forms in compliance with VAWA and 24 CFR Part92.359 of the HOME Regulations. 7.10.2 Developer agrees that no applicant for a unit in the Project may be denied on the basis or as a direct result of the fact that they are or have been a victim of domestic violence, dating violence, sexual assault, or stalking, as long as they would otherwise qualify for the unit. 7.10.3 Developer agrees to be responsible for reviewing VAWA and any applicable regulations and shall respond to all emergency transfer requests in accordance with the requirements of those provisions. Developer may request that all tenants requesting an emergency transfer under VAWA fill out the form attached and incorporated in Exhibit "N" — VAWA Forms or its own form that is substantially the same. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 18 8. ADDITIONAL HOME REQUIREMENTS. 8.1 Environmental Review. HOME Funds will not be paid and costs cannot be incurred until Lender has conducted and completed an environmental review and completed an Environmental Review Record as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the Project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including if applicable, property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance. Any violation of this Section will (i) cause this Contract to terminate immediately; (ii) Developer shall repay to Lender any HOME Funds received and forfeit any future payments of HOME Funds within thirty days of receiving notice from Lender; and (iii) Developer shall pay 10% of the Loan to Lender as liquidated damages within thirty days after notice from Lender. The Parties agree that Lender's actual damages in the event of Developer violating this Section are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by Lender or otherwise impact Lender's HOME grant or other Federal grant funds. Therefore, the Parties agree that payment of 10% of the Loan amount by Developer to Lender under this Section is liquidated damages and not a penalty. 8.1.1 Mitigation. Developer agrees to take the mitigation actions outlined in Exhibit "A-2" — Environmental Mitigation Actions. Failure to complete the required mitigation action is an event of default under this Contract. 8.2 Contract Not Constituting Commitment of Funds. Notwithstanding any provision of this Contract, the Parties agree and acknowledge that this Contract does not constitute a commitment of HOME Funds, and that such commitment or approval may occur only upon satisfactory completion of environmental review and receipt by Lender of an authorization to use grant funds from HUD under 24 CFR Part 58. 8.3. Monitoring. 8.3.1 Developer understands and agrees that it will be subject to monitoring by Lender for compliance with the HOME Regulations, the terms of this Contract, and the Loan Documents, during the Affordability Period. Developer shall provide reports and access to Project files as requested by Lender during the Affordability Period and for 5 years after it ends. 8.3.2 Representatives of Lender, HUD, HUD Office of the Inspector General, and the United States Comptroller General shall have access during regular business hours, upon at least 48 hours prior notice, to Developer's offices and records and to Developer's officers and agents that are related to the use of the HOME Funds and the requirements of the HOME Regulations during the Affordability Period, and to Developer's officers, agents, employees, contractors, subcontractors and vendors for the purpose of such monitoring 8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring, Lender reserves the right to perform desk reviews or on -site monitoring of Developer's compliance with the terms and conditions of this Contract and the Loan Documents. After each monitoring HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 19 visit, Lender shall provide Developer with a written report of the monitor's findings. If the monitoring report notes deficiencies in Developer's performance, the report shall include requirements for the timely correction of said deficiencies by Developer. Failure by Developer to take the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein, or Lender may take all actions allowed in the Contract and the Loan Documents. 8.3.4 Developer agrees to annually provide to Lender the results of any state or federal monitoring related to the Project including any monitoring by TDHCA. Such results shall be submitted annually to Lender with the submission of its annual audit and financial statements. 8.3.5 This Section 8.3 shall be applicable for the duration of the Affordability Period and shall survive the earlier termination or expiration of this Contract. 8.4 Compliance with the Uniform Relocation Act. If applicable, Developer shall comply with the relocation requirements of 24 CFR Part 92.353 and all other applicable federal and state laws and City ordinances and requirements pertaining to relocation. 8.5 Compliance with Davis -Bacon Act. If applicable, Developer and its general contractor and all lower tier subcontractors shall comply with the Davis -Bacon Act as described in Section 14.14 and Exhibit "H" — Federal Labor Standards Provisions - Davis -Bacon Requirements. 8.6 Developer Procurement Standards. Developer shall ensure that procurement of materials and services is done in a cost effective manner, that Developer complies with all applicable federal, state and local laws, regulations, and ordinances for making procurements under this Contract or the Developer Loan Agreement, and that Developer establishes written procurement procedures to ensure that materials and services are obtained in a cost-effective manner. 8.7 Cost Principles/Cost Reasonableness. The eligibility of costs incurred for performance rendered shall be determined in accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost reasonableness and allocability. 8.8 Financial Management Standards. Developer shall adhere to the accounting principles and procedures required in 2 CFR Part 200, as applicable, utilize adequate internal controls, and maintain necessary supporting and back- up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part 200.303. 8.9 Uniform Administrative Requirements. Developer shall comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably equivalent procedures and requirements that Lender may require. 8.10 Compliance with FFATA and Whistleblower Protections. Developer shall provide Lender with all necessary information for Lender to comply with HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 20 the requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and Transparency Act ("FFATA") governing requirements on executive compensation and provisions governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. 8.10.1 Developer shall provide Lender its DUNS number prior to the payment of any Reimbursement Requests. 8.11 Internal Controls. In compliance with the requirements of 2 CFR 200.303, Developer shall: 8.11.1 Establish and maintain effective internal control over the HOME Funds that provides reasonable assurance that Developer is managing the HOME Funds in compliance with federal statutes, regulations, and the terms and conditions of this Contract. These internal controls shall be in compliance with guidance in "Standards for Internal Control in the Federal Government" issued by the Comptroller General of the United States or the "Internal Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"); 8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this Contract; 8.11.3 Comply with statutes, regulations and the terms and conditions of this Contract and the Loan Documents; 8.11.4 Take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; and 8.11.5 Take reasonable measures to safeguard protected personally identifiable information and other information that HUD or Lender designates as sensitive or Developer considers sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and obligations of confidentiality. 8.12 Couvright and Patent Rights. No reports, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of Developer. HUD and Lender shall possess all rights to invention or discovery, as well as rights in data which may arise as a result of Developer's performance under this Contract. 8.13 Terms Applicable to Contractors, Subcontractors and Vendors. All terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which are in any way paid with HOME Funds or who perform any work in connection with the Project. Developer shall cause all applicable provisions of this Contract to be included in and made a part of any contract or subcontract executed in the performance of its obligations hereunder, including its obligations regarding the Affordability Requirements and the HOME Regulations during the Affordability Period. Developer shall monitor the services and work performed by its contractors, HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 21 subcontractors and vendors on a regular basis for compliance with the Affordability Requirements, the HOME Regulations and Contract provisions. Developer understands and agrees it is responsible and obligated to cure all violations of the HOME Regulations committed by its contractors, subcontractors or vendors. Lender maintains the right to insist on Developer's full compliance with the terms of this Contract and the HOME Regulations and Developer shall be responsible for such compliance regardless of whether actions to fulfill the requirements of this Contract or the HOME Regulations are taken by Developer or by Developer's contractors, subcontractors or vendors. Developer acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Affordability Period and for 5 years thereafter. 8.14 Pavment and Performance Bonds. Developer shall furnish Lender with payment and performance bonds in the total amount of the construction cost in accordance with the requirement of 2 CFR Part 200.325. At Lender's discretion other forms of assurance, including a guarantee from Developer or other parties on Developer's behalf, may be acceptable so long as such assurance meets the requirements of the HOME Regulations. 9. RECORD KEEPING, REPORTING AND DOCUMENTATION REOUIREMENTS, RIGHT TO AUDIT. 9.1 Record Keeping. 9.1.1 Developer shall maintain a record -keeping system as part of its performance of this Contract and shall promptly provide Lender with copies of any document Lender deems necessary for the effective fulfillment of Lender's monitoring and evaluation responsibilities. Specifically, Developer shall keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation as well as all Tenant Documentation. Developer will maintain all records and documentation related to this Contract for 5 years after the end of the Affordability Period. If any claim, litigation, or audit related to this Contract or the Project is initiated before the expiration of the 5-year period, the relevant records and documentation must be retained until all such claims, litigation or audits have been resolved. 9.1.2 Access to Records. Lender representatives and HUD and any duly authorized officials of the federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's records pertaining to all matters covered by this Contract throughout the Affordability Period and for 5 years thereafter. Such access shall be during regular business hours upon at least 48 hours prior notice. 9.2 Reports. Developer shall submit to Lender all reports and documentation described in this Contract in such form as Lender may prescribe, which may also include a final performance and/or final financial report if required by Lender at the termination of this Contract and/or the termination of the Loan in such form and within such times as Lender may prescribe. Developer shall be responsible for the submission of all reports to the extent Developer has not submitted such report. Lender shall notify Developer of any such failure by Developer and shall provide 45 days' notice as required herein for Developer to cure. Failure to require the submission or Developer's HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 22 failure to actually submit any report or documentation to Lender required by this Contract shall be an event of default and Lender may exercise all of it remedies for default under this Contract, and the Loan Documents. Lender shall not exercise its rights hereunder for default until it gives Developer 45 days' notice of such failure and Developer has failed to cure such default. 9.2.1 Additional Information. Developer shall to provide Lender with additional information as may be required by state or federal agencies to substantiate HOME Program activities and/or expenditure eligibility. 9.3 Change in Reuorting Requirements and Forms. Lender retains the right to change reporting requirements and forms at its reasonable discretion. Lender will notify Developer in writing at least 30 days prior to the effective date of such change, and the Parties shall execute an amendment to the Contractand any other necessary documents reflecting such change, if necessary. 9.4 Lender Reserves the Right to Audit. Lender reserves the right to perform an audit of Developer's Project operations and finances at any time during the term of this Contract and during the Affordability Period and for 5 years thereafter, if Lender determines that such audit is necessary for Lender's compliance with the HOME Regulations or other City policies. Developer agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, Developer shall require that such questions must be resolved within 15 Business Days after notice to Developer of such questioned practice or expenditure. If questions are not resolved within this period, Lender reserves the right to withhold further funding under this Contract, the Developer Loan Agreement, and/or other contract(s) Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE LENDER THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST LENDER BY HUD BECAUSE OF SUCH ACTIONS WITHIN THIRTY DAYS FROM THE DATE THE LENDER PROVIDES NOTICE. 10. REIMBURSEMENT REQUIREMENTS. Developer shall provide Lender with Complete Documentation and the following reports as shown in Exhibit "F" — Reimbursement Forms with each Reimbursement Request: 10.1 Attachment I — Invoice. This report shall contain the amount requested for reimbursement in the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). This report must be signed by an authorized signatory of Developer. By signing Attachment 1, Developer is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Contract, and the data contained in the report is true and correct. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 23 10.2 Attachment II — Expenditure Worksheet. This report shall itemize each expense requested for reimbursement by Developer. In order for this report to be complete the following must be submitted: 10.2.1 Invoices for each expense with an explanation as to how the expense pertains to the Project, if necessary; and 10.2.2 Proof that each expense was paid by Developer, which proof can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3. Deadline for Submitting Reimbursement Requests. Developer shall submit all Reimbursement Requests along with Complete Documentation to Lender within 60 calendar days from each of the deadlines as shown in Exhibit "C" — Construction and Reimbursement Schedule. 10.3.1 LENDER SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.3.2 LENDER SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30 CALENDAR DAYS OF THE COMPLETION DEADLINE. 10.3.3 Final Pavment. Developer shall not be reimbursed for Final Payment until it submits Exhibit "G" — Project Compliance Report: Rental Housing to Lender. 10.4 Withholding Pavment. LENDER SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION. Lender shall notify Developer when it is withholding payment due to lack of required complete documentation within 10 Business Days of making such determination. 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin or Complete the Required Improvements 11.1.1 If Developer fails to begin construction within 3 months of the Effective Date, this Contract shall automatically terminate without further warning or opportunity to cure, and with no penalty or liability to Lender. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 24 11.1.2 If Lender determines that the Required Improvements were not completed by the Completion Deadline (as may be modified in accordance with Section 14.19) or have failed to pass any of the inspections described in Section 6.1.1 (or to promptly correct any noted deficiency and subsequently pass such inspection), within 45 calendar days following written notice by Lender (or such other longer notice period as may be specified herein), or if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 45 calendar days to cure, as determined by both Parties mutually and in good faith, Lender shall have the right to terminate this Contract with no penalty or liability to Lender, with such termination to be effective immediately upon written notice. Lender shall also be entitled to demand repayment of the HOME Funds from Developer and enforce any of the provisions of Loan documents for default. 11.2 Failure to Submit Comulete Documentation During Construction. 11.2.1 If Developer fails to submit all applicable Complete Documentation during construction of the Required Improvements in accordance with Exhibit "C" — Construction and Reimbursement Schedule, or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or the HOME Regulations as determined by Lender, Lender will notify Developer in writing and Developer will have 15 calendar days from the date of the written notice to submit or resubmit any such report or documentation. If Developer fails to submit or resubmit any such report or documentation within such time, Lender shall have the right to withhold payments. If such failure continues for an additional 30 days (a total of 45 days) Lender shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to Lender. Notwithstanding anything to the contrary herein, Lender will not be required to pay any HOME Funds to Developer during the period that any such report or documentation is not in compliance with this Contract or the HOME Regulations. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or the HOME Regulations as determined by Lender, Lender will notify Developer in writing of such default and Developer will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If Developer fails to cure the default within such time, Developer shall forfeit any payments otherwise due under such Reimbursement Request, and if such failure to resubmit such Reimbursement Request continues for an additional 30 days (a total of 45 days) the Lender shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to Lender. Notwithstanding anything to the contrary herein, Lender will not be required to pay any HOME Funds to Developer during the period that any such Reimbursement Request is not in compliance with this Contract or the HOME Regulations. 11.2.3 In the event of more than 3 instances of uncured default under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the Project, Lender reserves the right at its sole option to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to Lender. 11.2.4 Notwithstanding anything to the contrary herein, Lender will not be required to pay any HOME Funds to Developer during the period that any Reimbursement Requests, reports HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 25 or documentation are past due or are not in compliance with this Contract or the HOME Regulations, or during any period during which Developer is in default of this Contract. 11.2.5 In the event of termination under this Section 11.2, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to Lender by Developer within 30 days of termination under this Section. Failure to repay such HOME Funds will result in Lender exercising all legal remedies available to Lender under this Contract and the Loan Documents. For clarification, the defaults and related remedies set out in this Section 11.2 are not intended to arise from mathematical errors or other minor defects in a Reimbursement Request. 11.3 Failure to Submit Required Reports and Documentation During Affordabilitv Period. If Developer fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract after the Required Improvements are completed, or if the submitted report or documentation is not in compliance with this Contract or the HOME Regulations as determined by Lender, Lender will notify Developer in writing and Developer will have 45 calendar days from the date of the written notice to obtain or recreate the missing records or documentation, or submit or resubmit any such report or documentation to Lender. If Developer fails to maintain the required reports or documentation, or submit or resubmit any such report or documentation within such time, Lender shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to Lender. In the event of termination under this Section 11.3, any HOME Funds paid to Developer must be repaid to Lender by Developer within 30 days of termination, and that failure to repay such HOME Funds will result in Lender exercising all legal remedies available to Lender under this Contract and the Loan Documents. 11.4 In General. 11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided otherwise in this Contract, Developer shall be in default if Developer breaches any term or condition of this Contract, the Loan Documents, its obligations under the Ground Lease, or breaches any term of its loan agreements with FWAI that use other funds from Lender or the Fort Worth Housing Finance Corporation related to the Project. In the event that such a breach remains uncured after 45 calendar days following written notice by Lender (or such other longer notice period as may be specified herein or with respect to the Ground Lease, in the Ground Lease), or if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 45 calendar days to cure, as determined by both Parties mutually and in good faith, Lender shall have the right to elect, in Lender's sole discretion, to (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to Developer, or (iii) pursue any other legal remedies available to Lender. 11.4.2 Developer to acknowledges that Lender's remedies include but are not limited to: 11.4.2.1 Direct Developer to prepare and follow a schedule of actions for HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 26 carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implement the affected activities, including extending the Affordability Period. 11.4.2.2 Direct Developer to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 11.4.2.3 Cancel or revise activities likely to be affected by the performance deficiency, before expending HOME Funds for the activities. 11.4.2.4 Reprogram HOME Funds that have not yet been expended from affected activities to other eligible activities or withhold HOME Funds. 11.4.2.5 Direct Developer to reimburse Lender in any amount of HOME Funds not used in accordance with the HOME Regulations. 11.4.2.6 Suspend reimbursement of HOME Funds for affected activities. 11.4.2.7 Any other appropriate action including but not limited to any remedial action legally available such as declaratory judgment, specific performance, damages, temporary or permanent injunctions, termination of this Contract, the Loan Documents, or any other contracts held by Lender with Developer, and any other available remedies. 11.4.3 In the event of termination under this Section 11.4, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid by Developer to Lender within 30 days of termination. Failure to repay such HOME Funds will result in Lender exercising all legal remedies available to Lender under this Contract and the Loan Documents. 11.5 No Funds Disbursed While in Breach. Developer acknowledges and agrees that no HOME Funds will be paid to Developer until all defaults are cured to Lender's satisfaction. 11.6 No Comuensation After Date of Termination. Developer acknowledges that in the event of termination, Developer shall not receive any HOME Funds in compensation for work undertaken after the date of termination. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 27 11.7 Riuhts of Lender Not Affected. Developer acknowledges that termination shall not affect or terminate any of the existing rights of Lender against Developer, or which may thereafter accrue because of such default, and this provision shall be in addition to any and all other rights and remedies available to Lender under the law and various loan documents including, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terms of the Contract or the Loan Documents. Such termination does not terminate any applicable provisions of this Contract that have been expressly noted as surviving the term or termination of this Contract. No delay or omission by Lender in exercising any right or remedy available to it under this Contract shall impair any such right or remedy or constitute a waiver or acquiescence in any Developer default. 11.8 Waiver of Breach Not Waiver of Subseauent Breach. The waiver of a breach of any term, covenant, or condition of this Contract, the Loan Documents, or the Ground Lease shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. 11.9 Civil, Criminal and Administrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or administrative penalties, including, but not limited to those set out in this Contract. 11.10 Termination for Cause. 11.10.1 Developer acknowledges that Lender may terminate this Contract in the event of Developer's default under this Contract, inability, or failure to perform, subject to notice, grace and cure periods. In the event Lender terminates this Contract for cause, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid to Lender by Developer within 30 calendar days of termination. Failure to repay such HOME Funds will result in Lender exercising all legal remedies available to Lender under this Contract and the Loan Documents. IF LENDER TERMINATES THIS CONTRACT FOR CAUSE, NEITHER DEVELOPER, NOR ANY AFFILIATES OF DEVELOPER, SHALL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. This provision shall not apply to the Investor. 11.10.2 Developer may terminate this Contract if Lender does not provide the HOME Funds substantially in accordance with this Contract. In such event, the termination of the Contract shall have the effect of returning the Parties to their respective circumstances as existed prior to the execution of this Contract, all HOME Funds shall be repaid to Lender by Developer within 30 calendar days, and no terms or obligations shall survive the date of termination, including but not limited to, reporting, inspections or the Affordability Period. 11.10.3 A default by Developer under the Ground Lease after the expiration of any applicable cure period will constitute a default under this Contract subject to all of the remedies for default under this Contract andthe Loan Documents. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 28 11.11 Termination for Convenience. In terminating in accordance with 2 CFR 200, Appendix II, this Contract may be terminated in whole or in part only as follows: 11.11.1 By Lender with the consent of Developer in which case the Parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated; or 11.11.2 By Developer upon written notification to Lender setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. In the case of a partial termination, Lender may terminate the Contract in its entirety if Lender determines in its sole discretion that the remaining portion of the Contract to be performed or HOME Funds to be spent will not accomplish the purposes for which this Contract was made. 11.12 Dissolution of Developer Terminates Contract. In the event Developer is dissolved or ceases to exist, this Contract shall terminate. In the event of termination under this Section, all HOME Funds are subject to repayment as required herein and/or Lender may exercise all of its remedies under this Contract andthe Loan Documents. 11.13 Reversion of Assets. Developer acknowledges that in the event this Contract is terminated with or without cause by either party, all tangible personal property owned by Developer that was acquired or improved with the HOME Funds included but not limited to plans, drawings, surveys, renderings, construction documents and any other real or personal property shall belong to Lender and shall automatically transfer to Lender or to such assignees as Lender may designate, subject to the rights of any senior lender. 11.14 Notice of Termination under Subordination Agreement. Lender shall not terminate this Contract without first giving notice and opportunity to cure as described herein. 11.15 Notice to Investor and Special Limited Partner of Default. Lender shall furnish the Investor and the Special Limited Partner with notice of any default under this Contract or any of the loan documents. Lender shall accept cure by the Investor and Special Limited Partner on the same terms as cure by Developer. 12. REPAYMENT OF HOME FUNDS. All HOME Funds are subject to repayment in the event the Project does not meet the requirements as set out in this Contract or in the HOME Regulations. If Developer takes any action that results in Lender being required to repay all or any portion of the HOME Funds to HUD, Developer agrees it will reimburse Lender for the full amount such repayment within thirty days of such notice. If Developer takes any action that results in Lender receiving a finding from HUD about the Project, whether or not repayment to HUD is required of Lender, Developer agrees it will pay Lender an additional 10% of the Loan HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 29 amount as liquidated damages. Developer acknowledge that Lender's damages in the event of either repayment to HUD being required or receiving a finding from HUD are uncertain and would be difficult to ascertain and may include an impact on Lender's HOME grant or other Federal grant funds, in addition to a finding by HUD or a repayment of funds to HUD by Lender; therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to Lender is liquidated damages and not a penalty. 13. MATERIAL OWNERSHIP CHANGE. Developer acknowledges that, except as provided in the Deed of Trust and the Deed Restriction, and transfers in accordance with Developer's Partnership Agreement, as may be amended and restated from time to time to admit Investor or other partners, or otherwise with Lender consent, if ownership of Developer materially changes after the date of this Contract, Lender may, but is not obligated to, terminate this Contract. Lender has 30 days to make such determination after receipt of notice from Developer and failure to make such determination in that time period will constitute a waiver. In the event of termination under this Section 13, all HOME Funds awarded but not yet paid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds, and any HOME Funds already paid to Developer must be repaid to Lender within 30 days of termination under this Section in accordance with the terms of this Contract. Notwithstanding anything to the contrary contained herein, Lender approves the assumption of the Loan by FWHS, or its designated affiliate, in the event the right of first refusal is exercised by FWHS, or its designated affiliate, in accordance with the Developer's Partnership Agreement. 14. GENERAL PROVISIONS. 14.1 Developer an Independent Contractor. Developer shall operate hereunder as an independent contractors and not as an officer, agent, servant or employee of Lender. Developer shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 14.2 Doctrine of Respondeat Superior. The doctrine of respondeat superior shall not apply as between Lender and Developer, any officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. Nothing herein shall be construed as the creation of a partnership or joint enterprise between Lender and Developer. It is further understood that Lender shall in no way be considered a Co -employer or a Joint employer of Developer or any officers, agents, servants, employees or subcontractor of Developer. Neither Developer nor any officers, agents, servants, employees or subcontractor of Developer shall be entitled to any employment benefits from Lender. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractor. Lender does not have the legal right to control the details of the tasks performed hereunder by Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, licensees or invitees. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 30 14.3 Developer Proverty. Lender shall under no circumstances be responsible for any property belonging to Developer, any officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY, SAVE AND EXCEPT THOSE ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY, ITS OFFICERS, AGENTS OR EMPLOYEES. 14.4 Religious Organization. Developer acknowledges that no portion of the HOME Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for tenants of a HOME -funded property. 14.5 Venue. Venue for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract or the Developer Loan Agreement, shall lie in Tarrant County, Texas. 14.6 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by federal law, the choice of law shall be the laws of the State of Texas. 14.7 Severabilitv. The provisions of this Contract are severable, and if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be invalid by a court or federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 14.8 Written Agreement Entire Agreement. This written instrument and the Exhibits, Addendums and Attachments attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitute the entire agreement by the Parties concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement which purports to vary the terms of this Contract shall be void. Any amendments to the terms of this Contract must be in writing and be executed by the Parties. 14.9 Paragraph Headings for Reference Onlv, No Legal Significance; Number. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 31 The words "include" and "including" whenever used herein shall be deemed to be followed by the words "without limitation". 14.10 Compliance With All Applicable Laws and Regulations. Developer shall comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the performance of this Contract. These laws include, but are not limited to: ➢ HOME Investment Partnerships Act as set out above ➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including provisions requiring recipients of federal assistance to ensure meaningful access by person of limited English proficiency ➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.) ➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 ➢ The Age Discrimination in Employment Act of 1967 ➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) ➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA") ➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24 CFR Part 8 where applicable ➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58. ➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no event shall any amount of the assistance provided under this Contract be utilized with respect to a facility that has given rise to a conviction under the Clean Air Act or the Clean Water Act. ➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.) specifically including the provisions requiring employer verifications of legal status of its employees ➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A ➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered persons ➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part 23, Subpart F ➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on participation by ineligible, debarred or suspended persons or entities ➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards for new construction projects ➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review ➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 32 ➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247 ➢ For contracts and subgrants for construction or repair, Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5 ➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers, Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5 ➢ Section 3 of the Housing and Urban Development Act of 1968, and implementing regulations related to housing and community development financial assistance at 24 CFR Part 75 ➢ Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by the Residential Lead -Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R ➢ Regulations at 24 CFR Part 92, Home Investment Partnerships Program Final Rule ➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200 et seq. ➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101) ➢ Federal Whistleblower Regulations, 10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310 ➢ Broadband Infrastructure Requirements, 24 CFR Part 5.100 and Section 706 of the Telecommunications Act of 1996, 47 U.S.C. 1302 14.11 HUD -Assisted Proiects and Emvlovment and other Economic Ouportunities. Section 3 Requirements. 14.11.1 Requirement to be included in Construction Contracts. As mandated by Section 3 of the Housing and Urban Development Act of 1968 and its related regulations at 24 CFR Part 75, Developer and Project Construction Contractors shall, to the greatest extent feasible, provide employment opportunities to low and moderate income workers and to low and moderate income residents of the Project Service Area and to businesses owned by or employing low and moderate income workers, as further defined and described in the Sections below. 14.11.2 Section 3 Definitions 14.11.2.1 Section 3 Worker means either a) a worker whose income is below the income established by HUD for Section 3 compliance, which is 80% of the area median income, or b) a worker that is employed by a Section 3 Business. 14.11.2.2 Targeted Section 3 Worker means a worker that lives within the Project Service area and also meets the definition of a Section 3 Worker. 14.11.2.3 Section 3 Business means a business that meets one of the following conditions: a) is at least 51 % owned by low or moderate income persons; b) has had over 75% of its labor hours performed over the last the months by low or moderate income persons; or c) is at HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 33 least 5 1 % owned by public housing residents or residents that currently live in Section 8-assisted housing. 14.11.2.4 Project Service Area means the geographic area within one mile of the Project Site which includes 5000 population, or the geographic area around the Project Site which is large enough to include 5000 residents, as represented on Section 3 Project Service Area Map attached as Exhibit I-1 to this Contract. 14.11.3 Developer's Responsibilities for Section 3 Reauirements. Lender and Developer understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 75, and all applicable rules and orders of HUD shall be a condition of the federal financial assistance provided to the Project binding upon Lender and Developer, and their respective successors, assigns, contractors and subcontractors. Failure to fulfill these requirements shall subject Developer and its contractors and subcontractors and their respective successors and assigns to those sanctions specified by the grant agreement through which federal assistance is provided and to such sanctions as are specified by 24 CFR Part 75. Developer's responsibilities for fulfilling Section 3 requirements include: 14.11.3.1 Implementing procedures to notify potential Section 3 Workers and Section 3 Businesses about training, employment, and contracting opportunities generated by this Contract; ; 14.11.3.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; 14.11.3.3 Facilitating the training and employment of Section 3 Workers and the award of contracts to Section 3 Businesses; 14.11.3.4 Assisting and actively cooperating with the Neighborhood Services Department in making contractors and subcontractors comply; 14.11.3.5 Documenting actions taken to comply with Section 3; and 14.11.3.6 Submitting Section 3 Reports to Lender as further described below. 14.11.4 Section 3 Reporting Requirements. In order to comply with the Section 3 requirements, Developer must: 14.11.4.1 Report to Lender within 30 days of award of the prime construction contract, and regularly thereafter, the names, hourly wages, hours worked, and related required information for all nonprofessional workers working on the Project, as shown on Exhibit G-1. This information must be reported through Lender's designated Section 3 and Davis -Bacon reporting software. These reports shall be submitted monthly, or with each construction draw request. 14.11.4.2 Require the Prime Contractor and all subcontractors to provide the HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 34 information required by Exhibit G-1 via Lender's designated Section 3 reporting software.. 14.11.4.3 Submit, via Lender's designated Section 3 reporting software, or on applicable forms as attached to this Contract, certifications regarding the Section 3 Worker and Targeted Section 3 Worker status of all nonprofessional workers on the Project. 14.11.4.4 Require all subcontractors to complete and submit Section 3 Business Certifications for subsequent submission to Lender. 14.11.4.5 Advertise employment opportunities created by the Project to the public for open competition within the City of Fort Worth, and within the Project Service Area(s), and provide copies of such advertisements to Lender with each quarterly Section 3 report, in the form of printout of Texas Workforce Commission posting, copy of newspaper advertisement, copy of flyers and listing of locations where flyers were distributed, and the like. 14.11.4.6 Report to Lender within 30 days of award of the Contract to the Prime Contractor, and on a monthly basis thereafter, a list of all contracts awarded to to subcontractors for the Project. This shall include name of all such subcontractors, their, addresses, zip codes, and the amounts of each subaward as of the date of the report, as well as the contact information for each subcontractor's Human Resources Department or primary hiring official 14.11.4.7 Participate in, and require the Prime Contractor and subcontractors to participate in at least one Neighborhood/Project Service Area Job Fair organized by the Neighborhood Services Department to promote employment of Section 3 and Targeted Section 3 Workers during the contract period. 14.11.4.8 Coordinate and cooperate with Lender in efforts to publicize employment and contracting opportunities associated with the Project, including programs of Lender's Minority and Women's Business Enterprise (MWBE) office, as described herein. 14.11.5 This Section 14.11 shall be included in its entirety in all Project construction contracts or subcontracts totaling $200,000 or more. 14.12 Prohibition Against Discrimination. 14.12.1 General Statement. Developer, in the execution, performance or attempted performance of this Contract shall comply with all non-discrimination requirements of 24 CFR 92.350 and the ordinances codified at Chapter 17, Article III, Division 4 — Fair Housing of the City Code. Developer may not HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 35 discriminate against any person because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will Developer permit its officers, members, agents, employees, contractors, vendors or Project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code, and Developer hereby covenant and agree that Developer, its officers, members, agents, employees and contractors, have fully complied with all provisions of same and that no employee, or applicant for employment has been discriminated against under the terms of such ordinances by either or its officers, members, agents, employees, contractors or vendors. 14.12.2 No Discrimination in EmWovment durine the Performance of this Contract. During the performance of this Contract, Developer agrees to the following provision, and will require that its contractors, subcontractors and vendors also comply with such provision by including it or a substantially similar provision in all contracts with its contractors and vendors: (Contractor's, Subcontractor's or Vendor's Name] will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. (Contractor's, Subcontractor's or Vendor's Namel will take affirmative action to ensure that applicants are hired without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (Contractor's, Subcontractor's or Vendor's Namel agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. [Contractor's, Subcontractor's or Vendor's Name] will, in all solicitations or advertisements for employees placed by or on behalf of [Contractor's, Subcontractor's or Vendor's Namel , state that all qualified applicants will receive consideration for employment without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. [Contractor's, Subcontractor's or Vendor's Name] covenants that neither it nor any of its officers, members, agents, employees, or contractors, while engaged in performing this Contract, shall, in connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age or because of any disability or perceived HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 36 disability, except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement. [Contractor's. Subcontractor's or Vendor's Namel further covenants that neither it nor its officers, members, agents, employees, contractors, or persons acting on their behalf, shall specify, in solicitations or advertisements for employees to work on this Contract, a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification, retirement plan or statutory requirement. 14.12.3 Developer's Contractors and ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Developer warrants that it will not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Developer. DEVELOPER SEPARATELY WARRANT IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL TO THE EXTENT PERMITTED BY APPLICABLE LAW, DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS, SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT OF ITS AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE - REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13 Conflict of Interest and Violations of Criminal Law. 14.13.1 Developer Safeguards. Developer shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Developer shall disclose to Lender any conflict of interest or potential conflict of interest described above, immediately upon discovery of such. 14.13.2 General Prohibition Against Conflicts of Interest. No persons who are employees, agents, consultants, officers or elected officials or appointed officials of Lender or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOME funds or who are in a position to participate in a decision -making process or gain inside information with regard to these activities may occupy a HOME Unit, may obtain a financial interest or benefit from a HOME -assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for 1 year thereafter, unless they are accepted in accordance with the procedures set forth at 24 C.F.R. Part 92.356. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 37 14.13.2.1 Developer shall establish conflict of interest policies for Federal Awards and shall provide such policies in writing to Lender in accordance with the requirements of 2 CFR Part 200.112. 14.13.3 Disclosure of Conflicts of Interest. In compliance with 2 CFR Part 200.112, Developer is required to timely disclose to Lender in writing any potential conflict of interest, as described in this Section. 14.13.4 Disclosure of Texas Penal Code Violations. Developer will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. 14.13.5 Disclosure of Federal Criminal Law Violations. In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to Lender all violations of federal criminal law involving fraud, bribery or gratuity violations potentially affecting this Agreement. 14.14 Labor Standards. Developer acknowledges and agrees to the following: 14.14.1 As applicable, Developer agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. 276a-7) as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract. Developer agree to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance with hour and wage requirements of this Contract and HOME Regulations. Such documentation shall be made available promptly to Lender for review upon request. 14.14.2 Developer agrees that, except with respect to the rehabilitation or construction of residential property containing less than 12 units assisted with HOME funds, all contractors engaged under contract for construction, renovation or repair work financed in whole or in part with assistance provided under this Contract, shall comply with Federal requirements adopted by Lender pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 14.14.3 If Davis -Bacon is applicable, Developer shall provide Lender access to employee payrolls, contractor and subcontractor payrolls and other wage information for persons performing construction of the Required Improvements. Payrolls must be submitted to the Neighborhood Services Department with each Reimbursement Request, and must be available to Neighborhood Services Department staff upon request. In addition, Developer shall ensure that Lender will have access to employees, contractors and subcontractors and their respective HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 38 employees in order to conduct onsite interviews with laborers and mechanics. Developer shall inform its contractors and subcontractors that Lender or federal agencies may conduct periodic employee wage interview visits during construction of the Project to ensure compliance. 14.15 Subcontracting with Small and Minoritv Firms, Women's Business Enterprises and Labor Surplus Areas. 14.15.1 For contracts $100,000.00 or larger, Developer agrees to abide by Lender's policy to involve certified Business Equity Firms and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required for the completion of the Project, as stated herein. For this Contract, Developer must comply with all federal Section 3 requirements. Additionally, Developer must make good faith efforts to work with the City of Fort Worth's Diversity and Inclusion Department to ensure that Business Equity Firms certified with the City are engaged to the extent possible for any covered contracts procured after the effective date of this Contract. 14.15.2 Developer acknowledges and agrees that it is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of supplies, equipment, construction and services. 14.15.3 In order to comply with the reporting requirements of 24 CFR Part 92.508 (a)(7)(ii), Developer must submit the form attached hereto as Exhibit "K" — Contract and Subcontract Activity Reporting Form for each contract or subcontract with a value of $25,000 or more paid, or to be paid, with HOME funds. This form shall be submitted with the final Reimbursement Request. 14.16 Other Laws. Failure to list any federal, state or City ordinance, law or regulation that is applicable to Developer does not excuse or relieve Developer from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Developer's failure to follow the law, if applicable. 14.17 Assignment. 14.17.1 Developer shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of Lender. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. Any approved assignment of this Contract shall include assumption of the HOME Loan. 14.18. Right to Inspect Developer Contracts. Lender has the right to inspect and approve in writing any proposed contracts or other legally binding documents between (i) Developer and its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as part of the construction of the Required Improvements, (ii) Developer and any vendor contracts arising out HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 39 of the operation of the Project, and (iii) Developer and any third party contracts to be paid with HOME Funds, prior to any charges being incurred. 14.19 Force Maieure. If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, pandemics and epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, commission or agency of the United States or of any States, civil disturbances, or explosions, inclement weather, or some other reason beyond Developer's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event and the completion date for such obligations shall be extended for a like period. Developer will give Lender written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give notice will result in the continuance of the Developer's obligation regardless of the extent of any existing Force Majeure Event. Developer will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 14.20 Survival. Any provision of this Contract that pertains to Affordability Requirements, indemnity obligations, reporting requirements, auditing, monitoring, tenant income eligibility, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to SAM, or any HOME requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Contract for the longer of (i) 5 years after the termination date of this Contract, or (ii) 5 years after the termination of the Affordability Period unless a different survival period is specifically set forth herein, and shall be enforceable by Lender against Developer. 14.21 REVIEW OF COUNSEL. The Parties acknowledge that each Party and its counsel have reviewed and revised this Contract and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Contract or any of the exhibits attached hereto. 15. INDEMNIFICATION AND RELEASE. DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, LENDER AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS OF ANY HIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER HIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 40 ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, BUT NOT FROM THE LENDER'S, OR LENDER'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND DEVELOPER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF LENDER AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER HINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF LENDER, BUT NOT FROM THE LENDER'S, OR LENDER'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FURTHER COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS LENDER FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF LENDER, BUT NOT FROM THE LENDER'S, OR LENDER'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND LENDER, THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES INDEMNITY BY DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO INDEMNIFY AND PROTECT LENDER FROM THE CONSEQUENCES OF LENDER'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH, BUT NOT THE LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AGREES TO AND SHALL RELEASE LENDER, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 41 LENDER'S SOLE OR CONCURRENT NEGLIGENCE, BUT NOT THE LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF LENDER IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 16. WAIVER OF IMMUNITY BY DEVELOPER. If Developer is a charitable or nonprofit organization and has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, Developer hereby expressly waives its rights to plead defensively such immunity or exemption as against Lender. This section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. 17. INSURANCE AND BONDING. Developer shall maintain coverage in the form of insurance or bond in the amount of $1,000,000.00, which is the total amount of the Loan, to insure against loss from the fraud, theft or dishonesty of any of Developer's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse Lender for any and all loss of HOME Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses shall name Lender as a Loss Payee. Developer shall furnish to Lender, in a timely manner, but not later than 60 days after the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. Further, if Lender has not received such certificates as set forth herein, Developer shall be in default of the Contract, and Lender may at its option, terminate the Contract. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thereof: Commercial General Liabilitv (CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit Business Automobile Liabilitv Insurance $300,000 each accident on a combined single -limit basis $300,000 Aggregate 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 HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 42 policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Developer's business as contracted herein. Workers' Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease -each employee $500,000 disease -policy limit Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation. Developer or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Developer shall maintain the coverage on such contractor, if applicable, for each applicable contract. Additional Reauirements Such insurance amounts shall be revised upward at Lender's reasonable option and no more frequently than once every 12 months, and Developer shall revise such amounts within 30 days following notice to Developer of such requirements. Developer must submit to Lender documentation that it, and its general contractor, have obtained insurance coverage and have executed bonds as required in this Contract prior to payment of any monies provided hereunder. where applicable and appropriate, insurance policies required herein shall be endorsed to include Lender as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of Lender. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of Lender. Any failure on part of Lender to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to Lender insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating otherwise approved by Lender. Deductible limits on the foregoing insurance policies shall be at commercially reasonable levels, and in no event exceed $100,000 per occurrence. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 43 In the event there are any local, federal or other regulatory insurance or bonding requirements for the Project, and such requirements exceed those specified herein, the former shall prevail. Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Developer shall require its contractors to provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall require its contractors to have Lender and Developer endorsed as additional insureds (as their interest may appear) on their respective insurance policies where applicable and appropriate. Developer shall require its builder to maintain builders risk insurance at the value of the construction. 18. CERTIFICATION REGARDING LOBBYING. that: The undersigned for Developer hereby certifies, to the best of its knowledge and belief, No Federal appropriated funds have been paid or will be paid, by or on behalf of Developer, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress in connection with the awarding of any Federal contract, the making of any federal grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, Developer shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying, " in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this Contract was made or entered into. Submission of this certificate is a prerequisite for making or entering into this Contract imposed by 31 U.S.C. Section 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. Developer shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of federal funds. 19. RELIGIOUS ORGANIZATION. Developer shall comply with all applicable requirements as more particularly described in 24 CFR Part 5.109. No portion of the HOME Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for tenants of a HOME -funded unit. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 44 19.1 Separation of Explicitly Religious Activities. Developer retains its independence and may continue to carry out its mission, including the definition, development practice, and expression of its religious beliefs, provided that it does not use HOME Funds to support or engage in any explicitly religious activities (including activities that involve overt religious content such as worship, religious instruction, or proselytization), or in any other manner prohibited by law. 19.2 Explicitly Religious Activities. If Developer engages in explicitly religious activities (including activities that involve overt religious content such as worship, religious instruction, or proselytization), the explicitly religious activities must be offered separately, in time or location, from the programs or activities supported by HOME Funds and participation must be voluntary for tenants of a HOME -funded unit. 20. LITIGATION AND CLAIMS. Developer shall give Lender immediate notice in writing of any action, including any proceeding before an administrative agency, filed against Developer in conjunction with this Contract or the Project generally. Developer shall furnish immediately to Lender copies of all pertinent papers received by Developer with respect to such action or claim. Developer shall provide a notice to Lender within 10 calendar days upon filing under any bankruptcy or financial insolvency provision of law. 21. NOTICE. All notices required or permitted by this Contract must be in writing and shall be effective upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail return receipt requested; (ii) by a nationally recognized overnight delivery service; (iii) by electronic mail or other commercially reasonable manner; and addressed to the other Parry at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. Lender: City Attorney's Office 200 Texas Street Fort Worth, TX 76102 Attention: Denis McElroy Telephone: 817-3 92-275 8 Copy to: Neighborhood Services Department 200 Texas Street Fort Worth, TX 76102 Attention: Chad LaRoque Telephone: 817-3 92-2661 HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 45 Developer: FW Hughes House LP 1407 Texas Street Fort Worth, TX 76102 Attn: Mary -Margaret Lemons With a copy to: FW Hughes House GP, LLC c/o Fort Worth Affordability, Inc. 1407 Texas Street Fort Worth, TX 76102 Attn: Mary -Margaret Lemons Investor: Wincopin Circle LLLP Attention: Asset Management c/o Enterprise Community Asset Management, Inc. 11000 Broken Land Parkway Suite 700 Columbia, MD 21044 Special Limited Partner: Cavile Place MBS SLP, Inc., c/o McCormack Baron Salazar, Inc. 100 N. Broadway, Suite 100 St. Louis, MO 63102 Attention: Hillary Zimmerman 22. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT. Developer represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Contract and to perform the responsibilities herein required. 23. INVESTOR'S AND SPECIAL LIMITED PARTNER'S RIGHTS TO CURE. The Parties agree that the Investor and the Special Limited Partner shall each independently have the right, but not the obligation, to cure any default by or complete any obligation of the Developer under this Contract and the Loan Documents during the cure period or completion period provided therein, and the Parties hereto agree to accept any such cure or completion tendered by the Investor or the Special Limited Partner. 24. BOYCOTTING ISRAEL PROHIBITED. Developer acknowledges that in accordance with Chapter 2270 of the Texas Government Code, Lender is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 46 Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Contract, Developer certifies that Developer's signature provides written verification to Lender that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Contract. 25. IMMIGRATION NATIONALITY ACT. Developer shall verify the identity and employment eligibility of its employees who perform work under this Contract, including completing the Employment Eligibility Verification Form (I-9). Upon request by Lender, Developer shall provide Lender with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Contract. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL INDEMNIFY LENDER AND HOLD LENDER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Lender, upon written notice to Developer, shall have the right to immediately terminate this Contract for violations of this provision by Developer. 26. COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument which may be sufficiently evidenced by one counterpart. 27. PROHIBITION ON BOYCOTTING ENERGY COMPANIES. In accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, Lender is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of Lender with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to Lender that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Contract. HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 47 28. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. Except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, Lender is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of Lender with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to Lender that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Contract. 29. ELECTRONIC SIGNATURES. This Contract may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. [SIGNATURES APPEAR ON NEXT PAGE] HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Page 48 IN WITNESS WHEREOF, the Parties have executed duplicate originals of this Contract to be effective as of the Effective Date. 'F Fogj.°wad ATTEST: Og°d, g 9a0 oa a�� a City Secretary M&C 22-0400 Dated May 24, 2022 Form 1295: CITY OF FORT WORTH By: Fernando Costa, Assistant City Manager Date: 41l ozZ AP VE O ORM AND LEGALITY: DenisUE1,tygsitant City Attorney 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: Mary -Margaret Lemons Title: Secretary/Treasurer By: Cavile Place MBS SLP, Inc., a Texas corporation, its Special Limited Partner By: Name: Kim Hartmann Title: Vice President/Treasurer 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. r f Chad LaRoque, Housing Development and Grants Manager HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Signature Page IN WITNESS WHEREOF, the Parties have executed duplicate originals of this Contract to be effective as of the Effective Date. ATTEST: City Secretary M&C 22-0400 Dated May 24, 2022 Form 1295: CITY OF FORT WORTH Lo Date: Fernando Costa, Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Denis McElroy, Assistant City Attorney 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: Mary argar Lemo ` Title: Secretary/Tres rer By: Cavile Place MBS SLP, Inc., a Texas corporation, its Special Limited Partner By: Name: Kim Hartmann Title: Vice President/Treasurer 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 HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Signature Page IN WITNESS WHEREOF, the Parties have executed duplicate originals of this Contract to be effective as of the Effective Date. ATTEST: City Secretary M&C 22-0400 Dated May 24, 2022 Form 1295: CITY OF FORT WORTH Date: Fernando Costa, Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Denis McElroy, Assistant City Attorney 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: Mary -Margaret Lemons Title: Secretary/Treasurer By: Cavile Place MBS SLP, Inc., a Texas corporation, its Special Limit -d Partner By: �--L� Name: Kim H, mann Title: Vice President/Treasurer 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. OFFICIAL RECORD CITY SECRETARY Chad LaRoque, Housing Development and Grants Manager FT. WORTH, Tx HOME DEVELOPER RENTAL CONTRACT Hughes House Apartments Signature Page EXHIBITS: Exhibit "A" — Project Summary Exhibit "A-1" — HUD Rent Limits Exhibit "A-2" — Environmental Mitigation Action Exhibit "B" — Budget Exhibit "C" — Construction and Reimbursement Schedule Exhibit "D" — Audit Requirements — Not Applicable Exhibit "E" — Loan Documents Exhibit "F" — Reimbursement Forms Exhibit "G" — Project Compliance Report: Rental Housing Exhibit "H" — Federal Labor Standards Provisions — Davis -Bacon Requirements Exhibit "I" — Section 3 Reporting Forms Exhibit "I-1" — Section 3 Project Service Area Map Exhibit "J" — Standards for Complete Documentation Exhibit "K" - Contract and Subcontract Activity Reporting Form Exhibit "L" - Deed Restriction Exhibit "M" - Not Applicable Exhibit "N" - VAWA Forms Exhibit "O"— HOME Requirements HOME DEVELOPER RENTAL CONTRACT Rev. 5/24/2022 Hughes House Apartments List of Exhibits Page EXHIBIT "A" PROJECT SUMMARY HUGHES HOUSE APARTMENTS Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: Developer will use HOME Funds for a portion of the costs to develop the Hughes House Apartments, an affordable housing development for families to be located at 4830 E. Rosedale Street, Fort Worth, Texas, 76105. The project will have 2 elevator -accessed, mixed -use buildings which will consist of up to 162 units including 93 one -bedroom units, 69 two -bedroom units, and approximately 8,8000 SF of ground floor retail/commercial space along Rosedale and Amanda Avenue. The commercial area will be divided between community space, space for social service providers, and retail space. Hughes House will feature amenities to serve all residents including: a property management office, furnished fitness space, clubhouse, areas for children, and other amenities. The common areas will be lighted to provide added security for residents and Hughes House Apartments will be located within close proximity to public transportation and nearby amenities including Rosedale Plaza Park. In consideration for the HOME Funds, Developer agrees to provide the following information and meet the following requirements: • Designate 13 Accessible Units in accordance with Section 504 requirements and the terms of the Contract, of which 9 must be accessible to individuals with mobility impairments, and 4 must be accessible to individuals with visual impairments. Accessible Units shall be marketed in accordance with Section 7.7 of the Contract. • Designate 5 floating HOME Units in the project. Of these 5 HOME Units, 0 will be High HOME Units and 5 will be Low HOME Units. HOME Rents will be charged in accordance with the rents set forth in Exhibit "A-1" — HUD Rent Limits, published annually by HUD, and shall not exceed the Low HOME Rent. • Submit Exhibit "G" - Project Compliance Report: Rental Housing regarding the household income, size, race, ethnicity, gender of head of household, disability status, and rental assistance type for the initial tenant of the first HOME Unit to be leased. LENDER WILL WITHHOLD $50,000.00 OF THE HOME FUNDS UNTIL LENDER VERIFIES THAT ALL HOME UNITS ARE LEASED TO HOME ELIGIBLE HOUSEHOLDS. • If the 5 HOME Units do not qualify as affordable rental housing immediately upon lease -up or at any time during the Affordability Period, Lender may invoke any remedies provided in the Contract or the Loan Documents. • Submit to Lender, throughout the Affordability Period, a copy of its annual audit and annual reports that are submitted to TDHCA. SPECIFIC PURPOSE: The specific purpose of this project is to benefit low- and moderate -income individuals and families by providing them with affordable housing. PROJECT OBJECTIVES: The project will provide 162 mixed -income family development including with 1- and 2-bedroom apartments, including sixty (60) project -based voucher (PBV) units for returning families from Cavile Place; thirteen (13) PBV units reserved for Permanent Supportive Housing (PSH) units for persons experiencing chronic homelessness; seventy-two (72) units restricted to households earning sixty percent or less of area median income (AMI); and seventeen (17) units dedicated as market rate units. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Rev. 05/24/2022 Hughes House Apartments Page 1 KH 775126.1 EXHIBIT 66A-1" HUD RENT LIMITS HUGHES HOUSE APARTMENTS U.S DEPARTMENT OF HUD STATE:TEXAS PROGRAM Fort Worth -Arlington. TX = Metro FHR Area 1GW HOME PMgT LIMIT HIGH HOME PENT LIMIT Far Intormation only FAIR K&RKET RENT 50% RENT LIMIT 65'6 RENT LIMIT *Rent limits are published annually by HUD. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments 2022HOME PROGRAM RENTS EFFICIENCY 1 BR 2 BR 3 BR 751 848 1017 1175 939 1.061 1269 1492 939 1.064 1299 1685 751 a49 1017 1175 10-08 1081 1299 1&92 4BR 5BR 6BR 1211 1446 1582 1645 1797 1949 2-098 2413 2727 1311 1446 1582 1645 17S 7 1949 Effective May 24, 2022 Rev. 08/19/2021 Page 2 EXHIBIT 66A-2" ENVIRONMENTAL MITIGATION ACTION HUGHES HOUSE APARTMENTS HOME Funds may be reimbursed for exempt activities; however, HOME funds will not be paid, and costs cannot be incurred, until Lender has conducted and completed an environmental review of the proposed project site as required under 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction until satisfactory completion of environmental review and receipt by Lender of an authorization to use grant funds from HUD under 24 CFR Part 58. Special conditions, procedures, and requirements identified for the project may include and are not limited to mitigation of any adverse effects identified by the environmental review process. The special conditions, procedures, and requirements may differ and are subject to approval by Lender and HUD. Environmental Mitigations are as follows: Lender will provide Developer the executed environmental review record and certifications. Developer agrees to abide by the special conditions, procedures, and requirements of the executed environmental review certification approved by HUD. Law, Authority, or Factor Mitigation Measure Noise Abatement and A noise assessment for the portion of the subject property SOUTH of Ave G Control was conducted on September 28, 2021. Future NAL projections for the year Noise Control Act of 1972, 2040 for the site were determined to be less than 65 dBA, in the "acceptable" as amended by the Quiet range. No noise mitigation is required on that portion of the project site. A Communities Act of 1978; noise assessment for the portion of the subject property NORTH of Ave G 24 CFR Part 51 Subpart B was conducted on December 14, 2021. Future NAL projections for the year 2040 for the site were determined to be between 65 dBA and 75 dBA. Because HUD only requires noise projections for 10 years into the future, 70 dBA was estimated to be the noise level in 2031, in the "normally unacceptable" range. Noise in this area requires mitigation, which will be implemented as follows: Before construction of each phase of development can begin, the finalized site plan and finalized architectural elevations for the respective phase must be supplied to the City. Calculations from HUD's Sound Transmission Classification Assessment Tool (STraCAT) confirming that materials used in the construction of all residential buildings north of Ave G sufficiently reduce interior noise to a day -night average of below 45 dBA, factoring in fenestration (due to the fact that the architectural elevations show there to be balconies on some of the units facing Rosedale). Documentation showing that exterior noise at all outdoor noise -sensitive uses shown to be north of Ave G (including dog parks, parks, playgrounds, etc.) is reduced to 65 dBA must also be supplied. Finally, for all residential buildings with balconies north of Ave G, an Operations and Maintenance plan must be in place that requires periodically inspecting seals and repairing or replacing building components when their performance diminishes. Contamination and Toxic To address the contamination issues on Parcel F, petroleum contaminants Substances exceedances in the groundwater must be addressed under the TCEQ PST 24 CFR 50.3(i) & 58.5(i)(2)] Program. The arsenic in soil and metals in groundwater exceedances on Parcel F must be addressed under the Texas Risk Reduction Program (TRRP) or other applicable TCEQ Program. Any action required under the TRRP, HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 3 PST Program, or other TCEQ Program, including investigation, monitoring, and remediation, must be conducted in accordance with 30 TAC, 334; 30 TAC, 350; or other applicable TCEQ program rules. Before grading or building permits can be pulled for Phase III, a No Further Action Letter issued by the TCEQ stating that the site meets residential standards must be supplied to the City. -To address the arsenic exceedances on the remainder of the subject property, which are believed to be naturally occurring, a TRRP Report must be prepared and submitted to TCEQ to gain their concurrence on the Tier 2 and representative concentration evaluations. Before grading or building permits can be pulled for Phases II, III, or IV, a No Further Action Letter issued by the TCEQ stating that the site meets residential standards must be supplied to the City. -AARST "Soil Gas Control Systems in New Construction of Buildings" (CC-1000 2018) must be used in the design and construction of buildings located on Parcels E, D, H, and I. -Before any development can begin on Parcel E, hand dug well must be backfilled. If any redevelopment occurs in the area of the hand dug well, assuming that the hand dug well will not be completely removed by the planned construction, then a geotechnical engineer must be consulted. Waste Water and Sanitary Infrastructure improvements will be made to both the water and sanitary Sewers sewer systems. Design development for these improvements, which will also (Feasibility and Capacity) serve Cavile Phases III and IV, is in -progress for Cavile Phase II. Prior to construction of each phase, the associated waste water infrastructure plan must be submitted to and approved by the City of Fort Worth. Water Supply Public improvements will be made to both the water and sanitary sewer (Feasibility and Capacity) systems. Design development for these improvements, which will also serve Cavile Phases III and IV, is in -progress for Cavile Phase II. Design work for additional improvements that will be completed for Phases III and IV has not yet started. Prior to construction of each phase, the associated municipal water infrastructure plan must be submitted to and approved by the City of Fort Worth. The municipal water supply is safe from a chemical and bacteriological standpoint. See attached water and wastewater infrastructure map, and most current Drinking Water Quality report available. The final water plan must be approved by the City of Fort Worth prior to construction. Vegetation, Wildlife During construction, all active nests should be avoided, and if found, a biologist with the USFWS must be notified. No trees or bushes that have active nests in them may be cut down without first consulting with the USFWS, who will then determine if an onsite assessment from a qualified biologist is necessary. Solid Waste Disposal / Solid waste and recycling providers must be selected and in place before Recycling construction can begin. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 4 EXHIBIT "B" BUDGET HUGHES HOUSE APARTMENTS SOURCES AND USES Development Name: I Hughes House Apartments Source # Funding Description 1 Construction Loan 2 Equity Bridge Loan FWHFC Permanent Supportive Housing 3 (PSH) Funds HOME Investment Partnerships Program 4 (HOME) Urban Development 5 Action Grant (UDAG) 6 Land/Seller Loan 7 FWAI Bridge Loan Choice Neighborhood Implementation (CNI) 8 Loan FWAI PSH Match GP Cap Contribution Tax Credit Equity Deferred Developer Fee TOTAL SOURCES OF FUNDS Priority of Lien 1 st 2nd 3rd 4th 5th 6th 7th 8th N/A N/A N/A N/A Construction Financing Permanent Financing Financing Participants $16,111,000 $16,111,000 Mason Joseph Enterprise Community $4,780,000 $0 Loan Fund $325,000 $325,000 FWAI $1,000,000 $1,000,000 Lender $150,000 $150,000 FWAI Cavile Public $529,729 $529,729 Facility Corporation $2,773,181 $3,800,000 FWAI $12,268,653 $12,268,653 FWAI $325,000 $325,000 FWAI $100 $100 $10,467,767 $17,344,250 Enterprise $0 $2,706,737 $48,730,430 $53,560,469 HOME Funds Budget Construction Hard Costs $950,000* Holdback** $50,000* TOTAL $1,000,000 *Developer agrees to be reimbursed for eligible expenses and based on work completed and costs actually incurred. The amounts are estimates and are subject to change. * * Lender will hold back $50,000.00 of the HOME Funds until Lender verifies that all HOME Units are leased to HOME Eligible Households as well as the other requirements in Exhibit "C" - Construction and Reimbursement Schedule. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 5 EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE HUGHES HOUSE APARTMENTS Activity HOME Funds Land Acquisition PHASE I ACTIVITIES: $0 Predevelopment Soft Costs PHASE I COMPLETE by: First Payment** $0 June 1, 2023 PHASE II ACTIVIITES: Construction Hard Costs $250,000 Prior to Reimbursement in Phase II, Developer must submit PHASE II the contractor/subcontractor/vendor searches under the COMPLETE by: Federal System for Award Management (www.sam.gov). $250,000 January 1, 2024 Second Payment** (approx. 25% complete)*** PHASE III ACTIVIITES: Construction Hard Costs $350,000 Prior to Reimbursement in Phase II, Developer must submit PHASE III the contractor/subcontractor/vendor searches under the COMPLETE by: Federal System for Award Management (www.sam.gov). June 1, 2024 Third Payment** (approx. 50% complete)*** $350,000 PHASE IV ACTIVIITES: Construction Hard Costs $350,000 Prior to Reimbursement in Phase III, Developer must submit PHASE IV the contractor/subcontractor/vendor searches under the COMPLETED by: Federal System for Award Management (www.sam.gov). $350,000 December 1, 2024 Third Payment** (approx. 75% complete)*** PHASE IV ACTIVITIES: Initial Lease -up of HOME Units $50,000.00 PHASE V Prior to Reimbursement in Phase IV, Developer must COMPLETED by: June submit the following items: 1, 2025 1. Rent Schedule for HOME Units. See Section 7.5 2. Tenant Selection Policy. See Section 7.6 3. Affirmative Marketing Plan. See Section 7.7 $50,000.00* Prior to Reimbursement for Final Payment, Exhibit "G" - Project Compliance Report: Rental Housing must be submitted to Lender. Final Payment** (Lease -Up of all HOME Units)*** TOTAL $1,000,000.00 *Developer will request reimbursement for eligible expenses and based on work completed and costs actually incurred. The amounts are estimates and are subject to change. **Developer must submit Complete Documentation with Reimbursement Request within 60 days from each of the abovementioned deadlines in order to be reimbursed. Failure to timely submit HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 6 Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. ***If milestone is reached before the Phase completion date, reimbursement will be made when the milestone percentage is reached and Lender is provided all required documentation. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 7 Exhibit E EXHIBIT "D" AUDIT REQUIREMENTS HUGHES HOUSE APARTMENTS NOT APPLICABLE HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 8 EXHIBIT "E" LOAN DOCUMENTS HUGHES HOUSE APARTMENTS HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 9 Promissory Note HOME 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 Lender: City of Fort Worth, a Texas home rule municipality Place for Payment: City of Fort Worth Neighborhood Services Department Attn: Assistant Director 200 Texas Street Fort Worth, Tarrant County, Texas 76102, or any other place that Lender may designate in writing. Principal Amount: $1,000,000.00 Loan Authority: The loan evidenced by this HOME Note (the "HOME Loan") is being made pursuant to the HOME Investment Partnerships Program authorized under Title II of the Cranston -Gonzalez National Affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. ("HOME Program") and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations") with HOME funds for the development of the Hughes House Apartments, located in Fort Worth, Texas (the "Project"). Annual Interest Rate: 0% simple annual interest Maturity Date: 40 years after Project Stabilization as defined in City Secretary Contract No. 58784 between Borrower and Lender for the HOME Loan (the "HOME Contract" and, together with this HOME Note and any other documents evidencing the HOME Loan, the "HOME Loan Documents"), but no later than December 31, 2065. Annual Interest Rate on Matured, Unpaid Amounts: 12% Terms of Payment: PROMISSORY NOTE — HOME FUNDS Page 1 FW Hughes House, LP — Hughes House Apartments The Principal Amount is a no interest, deferred -payment loan. All unpaid amounts are due at 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. After the Maturity Date, Borrower promises to pay any unpaid principal balance plus 12% interest. This HOME Note is the Note required in the HOME Contract and has been executed and delivered in accordance with that contract. The funds advanced by Lender are HOME funds and the HOME Contract requires that the 5 residential rental units described below and located on the Property must qualify and remain affordable rental housing in accordance with the HOME Program and the HOME Regulations for the 20-year Affordability Period more particularly defined in the HOME Contract. The obligations described in the HOME Contract pertaining to the HOME Program and the HOME Regulations including the Affordability Period as well as the HOME Loan evidenced by this HOME Note will be in default if the 5 HOME - assisted rental units more particularly described in the HOME Contract do not remain affordable rental housing for the duration of the Affordability Period, subject to the "next available unit rule" under the Internal Revenue Code Section 42 (g) (2) (D). In the event of default under the HOME Loan, Lender may invoke any remedies provided in the HOME Contract for default. Security for Payment: Execution by Borrower of the Loan Documents, including this Promissory Note dated April 1, 2023, in the original principal amount of $1,000,000.00 payable to Lender by Borrower and Leasehold Deed of Trust Security Agreement — Financing Statement of even date from Borrower to Lender. Property to be secured by Loan Documents: Borrower's Leasehold interest in 4830 E. Rosedale Street, intersection of Amanda Avenue and Rosedale Street, Fort Worth, TX 76105 as described in EXHIBIT "A-1" — Legal Description. Other Security for Payment: As set forth in the HOME Contract and the HOME Deed Restrictions. Borrower promises to pay to the order of Lender the Principal Amount on the Maturity Date. This HOME Note is payable at Place for Payment listed in the HOME Contract. 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 PROMISSORY NOTE — HOME FUNDS Page 2 FW Hughes House, LP — Hughes House Apartments 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 HOME Note or in the performance of its obligations under the HOME Contract or the HOME Deed Restrictions, or in the performance of any obligation in any instrument securing or collateral to this HOME Note, following any applicable notice and cure periods, Lender may declare the unpaid Principal Amount, any earned interest, and any other amounts owed on this HOME Note immediately due and payable. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the HOME 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 HOME Loan Documents. Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms of any of the HOME Loan Documents, prior to exercising any remedies, Lender shall 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 shall have such period to effect a cure prior to exercise of remedies by Lender under the HOME 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 (i) initiates corrective action within said period, and (ii) 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 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 also promises to pay reasonable attorney's fees and court and other costs if this HOME Note is placed in the hands of an attorney to collect or enforce this HOME Note or the HOME Regulations by Lender. 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 HOME Note and will be secured by any security for payment. PROMISSORY NOTE — HOME FUNDS Page 3 FW Hughes House, LP — Hughes House Apartments Interest on the debt evidenced by this HOME 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 HOME Note and all other instruments concerning the debt. Each Borrower, as applicable, is responsible for all obligations represented by this HOME Note. Borrower may prepay this HOME Note in any amount at any time before the Maturity Date without penalty or premium; provided however, early payment will not relieve Borrower of its obligations under the HOME Contract or the HOME Regulations including but not limited to its obligation to provide the five (5) HOME -assisted units throughout the Affordability Period. 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 by Borrower 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) and a Promissory Note dated April 1, 2023, in the original principal amount of $325,000.00 made by Borrower and payable to Lender (the "PSH Loan"). The Deed of Trust securing this Note is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the documents evidencing the Senior Indebtedness ("Senior Loan Documents") as more fully set forth in the Subordination Agreement, and the liens, terms, covenants and conditions of the documents evidencing the PSH Loan ("Senior FWAI 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 FWAI 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 FWAI Loans, or a breach of any covenants contained in the Senior Loan Documents and/or the Senior FWAI Loan Documents, PROMISSORY NOTE — HOME FUNDS Page 4 FW Hughes House, LP — Hughes House Apartments the debt evidenced by this HOME Note will immediately become payable at the option of Lender. If Borrower fails to perform any of Borrower's obligations in the Senior Loan Documents and/or the Senior FWAI Loan Documents, and to the extent allowed by the Subordination Agreement, Lender may perform, but is not obligated to 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 HOME Note if (1) (a) Borrower or (b) any other person liable on any part of this HOME Note (an "Other Obligated Party") fails to timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower, Lender and Fort Worth Affordability, Inc., a Texas non-profit corporation ("FWAI"), FWAI and Borrower, or FWAI and the Fort Worth Housing Finance Corporation ( "FWHFC"), regarding the Project or such Other Obligated Party with respect to the Project; (2) any warranty, covenant, or representation in this HOME 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 HOME Note; (4) any Collateral Security is assigned for the benefit of creditors other than the holder(s) of the Senior Note or the Senior FWAI 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, FWAI, any partner of Borrower, FWHS, or (ii) an Other Obligated Party; (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; or (9) the Project is not completed by June 1, 2025. The execution and delivery of this HOME Note and HOME Loan Documents are required under the HOME Contract. If any provision of this HOME Note conflicts with any provision of the HOME Contract, the HOME Deed Restrictions, or any other document evidencing the same transaction between Lender and Borrower, the provisions of the HOME Contract will govern to the extent of the conflict. Capitalized terms not defined herein shall have meanings assigned to them in the HOME Contract. This HOME Note will be construed under the laws of the state of Texas without regard to choice -of -law rules of any jurisdiction. PROMISSORY NOTE — HOME FUNDS Page 5 FW Hughes House, LP — Hughes House Apartments This HOME Note is a nonrecourse obligation of Borrower. Neither Borrower nor any nor any other party shall have any personal liability for repayment of the HOME Loan described in the HOME Contract. The sole recourse of Lender under the HOME Loan Documents for repayment of the HOME Loan shall be the exercise of its rights against the Security for Payment. [SIGNATURE FOLLOWS] PROMISSORY NOTE — HOME FUNDS Page 6 FW Hughes House, LP — Hughes House Apartments THE HOME CONTRACT, HOME NOTE, HOME DEED OF TRUST, AND HOME DEED RESTRICTIONS 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 member INAM)Awo By: Name: M -Mar ret Lj Title: Secretary/ easurer CAVILE PLACE MBS SLP, INC., a Texas corporation, its special limited partner By: Name: Kim Hartmann Title: Vice President/Treasurer PROMISSORY NOTE — HOME FUNDS Signature Page FW Hughes House, LP — Hughes House Apartments THE HOME CONTRACT, HOME NOTE, HOME DEED OF TRUST, AND HOME DEED RESTRICTIONS 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, hie., a Texas nonprofit corporation, its sole member By: Name: Mary -Margaret Lemons Title: Secretary/Treasurer CAVILE PLACE MBS SLP, INC., a Texas corporation, its special limited partner By: Name: Kim ilartmann Title: Vice President/Treasurer PROMISSORY NOTE — HOME FUNDS Signature Page FW Hughes House, LP — Hughes House Apartments EXHIBIT "A-1" FW HUGHES HOUSE, LP LEGAL DESCRIPTION Borrower's leasehold interest in the following: BLOCK A, PHASE 2 - 2.2064 ACRES 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°4F51" 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; PROMISSORY NOTE — HOME FUNDS Page 8 FW Hughes House, LP — Hughes House Apartments 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 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. PROMISSORY NOTE — HOME FUNDS Page 9 FW Hughes House, LP — Hughes House Apartments D223059632 04/11/2023 08:58 AM Page: 1 of 23 Fee: $107.00 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 SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Leasehold Deed of Trust Security Agreement - Financing Statement HOME Funds Terms Date: April 1, 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 copy to: Cavile Place NIBS SLP, Inc. 100 N. Broadway, Suite 100 St. Louis, MO 63102Attention: Hillary Zimmerman And to: Klein Hornig LLP 101 Arch Street, Suite 1101 Boston, MA 02110 Attention: Daniel Rosen 1 .� Coats Rose, R.C. 9 Greenway Plaza, Suite 1000 Houston, TX 77046 Attention: Barry J. Palmer LEASEHOLD DEED OF TRUST — $1M HOME FUNDS Page 1 FW Hughes House LP to City of Fort Worth KH 775128.1 D223059632 Page 2 of 23 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: City of Fort Worth, a Texas home rule municipality Lender's Mailing Address: c/o Neighborhood Services Department ATTN: Projects Team 200 Texas Street Fort Worth, Texas 76102 Loan Authority: The loan evidenced by the Note (the "Loan") and secured by this Leasehold Deed of Trust Security Agreement — Financing Statement (this "Deed of Trust") is being made pursuant to the HOME Investment Partnerships Program authorized under Title II of the Cranston -Gonzales National Affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. (the "HOME Program") and the HOME Investment Partnership Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations") with HOME funds. Obligations Note Date: Original principal amount: $1,000,000.00 Borrower/Grantor: FW Hughes House, LP Lender: City of Fort Worth Maturity Date: 40 years after Project Stabilization as defined in the HOME Contract, City Secretary Contract No. 58784, between Grantor and Lender, for a HOME Loan ("HOME Contract"), but no later than December 31, 2065 Terms of Payment: As provided in the Note In addition, Obligations shall include compliance by Grantor with the requirements of the HOME Program for the 20-year Affordability Period more particularly described in Section F. below. Property (including any improvements): Tenant's Leasehold Estate. LEASEHOLD DEED OF TRUST — $1M HOME FUNDS FW Hughes House LP to City of Fort Worth Page 2 D223059632 Page 3 of 23 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 commonly known as 4830 E. Rosedale Street, intersection of Amanda Avenue and Rosedale Street, Fort Worth, TX 76105 as described in EXHIBIT "A" — Legal Description (the "Property"). Leasehold Estate: All of Tenant's rights under the Ground Lease dated <date> 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. 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 Commercial Code. Prior Liens: The lien created by this Deed of Trust is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of (i) the Multifamily 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 Company, LLC ("Senior LEASEHOLD DEED OF TRUST — $1M HOME FUNDS FW Hughes House LP to City of Fort Worth Page 3 D223059632 Page 4 of 23 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 and Grantor (the "Subordination Agreement") and (ii) a Promissory Note dated April 1, 2023, in the original principal amount of $325,000.00 made by Grantor and payable to Fort Worth Affordability, Inc. (the "PSH Loan"). This Deed of Trust is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the loan documents evidencing the Senior Indebtedness ("Senior Loan Documents") as more fully set forth in the Subordination Agreement, and the liens, terms, covenants and conditions of the loan documents evidencing the PSH Loan (collectively the "Senior FWAI 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 FWAI Loan Documents, if default occurs in payment of any part of principal or interest of the Senior Indebtedness and/or the FWAI Loans, or in observance of any covenants contained in the Senior Loan Documents and/or the Senior FWAI 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. Any future refinancing by Grantor or any new or subordinate financing shall require the review and prior written approval of Lender for the purpose of ensuring compliance with the underwriting and subsidy layering requirements of the HOME Regulations, which approval shall not be unreasonably withheld, conditioned or delayed. Such approval will be based on Lender's review of the then -current financial information, underwriting and subsidy layering requirements, and may require renegotiation of the Loan terms to comply with the HOME Regulations. 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 the HOME Regulations. A refinance of the Senior Loan or any subsequent refinance shall not automatically cause repayment of the Loan. Notwithstanding the foregoing, refinancing by Grantor of the Senior Indebtedness will not require prior written approval of the City of Fort Worth 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 City 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 City's rights to modify the Loan as allowed herein. LEASEHOLD DEED OF TRUST — $1M HOME FUNDS FW Hughes House LP to City of Fort Worth Page 4 D223059632 Page 5 of 23 The terms of this Deed of Trust and the Note are also subject to the limitations of the HUD Rider to Deed of Trust attached hereto as Exhibit "C" and incorporated herein for all purposes (the "HUD Rider"). 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 HOME Program, this Deed of Trust will have no further effect, and Lender will release it at Grantor's expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to- 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 LEASEHOLD DEED OF TRUST — $1M HOME FUNDS Page 5 FW Hughes House LP to City of Fort Worth D223059632 Page 6 of 23 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 reasonable detail; 6. execute and deliver on the request of Lender any instruments required to permit Lender to cure any default 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- 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 knowledge, 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 knowledge 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 LEASEHOLD DEED OF TRUST — $1M HOME FUNDS FW Hughes House LP to City of Fort Worth Page 6 D223059632 Page 7 of 23 1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of the Loan are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid, subject to the Subordination Agreement. 3. Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by Lender from Grantor with respect to the Obligations or this Deed of Trust may, at Lender's reasonable discretion, be applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligations, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. 4. If Grantor fails to perform any of Grantor's obligations under this Deed of Trust, subject to prior written notice and cure period, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including reasonable and actually incurred attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust. 5. If there is a default on the Obligations or if Grantor fails to perform any of Grantor's obligations under this Deed of Trust and the default continues after any required notice of the default and the time allowed to cure ("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 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 LEASEHOLD DEED OF TRUST — $1M HOME FUNDS Page 7 FW Hughes House LP to City of Fort Worth D223059632 Page 8 of 23 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 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, Grantor 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. 8. If Lender elects to make 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 - I . either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; 2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or implied, by Trustee; 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; LEASEHOLD DEED OF TRUST — $1M HOME FUNDS FW Hughes House LP to City of Fort Worth Page 8 D223059632 Page 9 of 23 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. 5. If any portion of the Obligations cannot be lawfully secured by this Deed of Trust, payments will be applied first to discharge that portion. 6. Subject to the rights of senior lien holders, Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred, including reasonable attorney's fees and court and other costs, Lender will apply such amounts to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or known threatened proceedings for condemnation of all or part of the Property. Notwithstanding the above, 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 perfonnance of the Obligations or if such proceeds are insufficient then Grantor shall have funded any deficiency, (b) Lender shall have the LEASEHOLD DEED OF TRUST — $1M HOME FUNDS Page 9 FW Hughes House LP to City of Fort Worth D223059632 Page 10 of 23 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. 8. Interest on the debt secured by this Deed of Trust will not exceed the maximum amount of non -usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 9. In no event may this Deed of Trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural. 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 LEASEHOLD DEED OF TRUST — $1M HOME FUNDS Page 10 FW Hughes House LP to City of Fort Worth D223059632 Page 11 of 23 contracts, leases, and other instruments that affect the Property; (b) prepare financial accounting records in compliance with generally accepted accounting principles consistently applied; and (c), at Lender's request on reasonable notice from time to time, permit Lender to examine and make copies of such books, records, contracts, leases, and other instruments at any reasonable time. 13. Grantor agrees to deliver to Lender, at Lender's request from time to time, internally prepared financial statements of Grantor prepared in accordance with generally accepted accounting principles consistently applied, in detail reasonably satisfactory to Lender and certified to be materially true and correct by the chief financial officer of Grantor or its certified public accountant, as applicable. 14. If Lender orders an appraisal of the Property while a default exists, 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 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 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 LEASEHOLD DEED OF TRUST — $1M HOME FUNDS Page 11 FW Hughes House LP to City of Fort Worth D223059632 Page 12 of 23 Department of Housing and Community Affairs ("TDHCA"), the Regulatory Agreement for Multifamily Projects ("HUD Regulatory Agreement") on the form required by HUD, 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 LURA shall be reflected by Lender's execution of the form of Consent and Subordination of Lienholder which is required by the TDHCA. Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust without the prior written consent of Lender. If granted, consent for a Subordinate Instrument may be conditioned upon the Subordinate Instrument's containing express covenants to the effect that - a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust; b. if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument, no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender, and that consent, if granted, may be conditioned in any manner Lender determines; C. rents, if collected by or for the holder of the Subordinate Instrument, will be applied first to the payment of the Obligations then due and to expenses incurred in the ownership, operation, and maintenance of the Property in any order Lender may determine, before being applied to any indebtedness secured by the Subordinate Instrument; d. written notice of default under the Subordinate Instrument and written notice of the commencement of any action to foreclose or otherwise enforce the Subordinate Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement; and e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligations and this Deed of Trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument. Lender acknowledges and agrees that, in the event of a foreclosure of its interest under this Deed of Trust, the following rule contained in Section 42(h)(6)(E)(ii) of the Internal Revenue Code (the "Code") shall apply: For a period of 3 years from the date of foreclosure, with respect to any unit that had been regulated by the LURA, (i) none of the eligible tenants occupying those units at the time of foreclosure may be evicted or their tenancy terminated (other than for good cause), and (ii) no rent for said units may be increased except as otherwise permitted under Section 42 of the Code. Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or LEASEHOLD DEED OF TRUST — $1M HOME FUNDS Page 12 FW Hughes House LP to City of Fort Worth D223059632 Page 13 of 23 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 prior notice of 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 or Limited Partner that is an affiliate of any of Grantor's Partners are hereby deemed acceptable to Lender; b. the sale, transfer, conveyance or pledge of partnership interests in the Grantor; c. the sale, transfer, conveyance or pledge of any partnership interest in Grantor's Investor Limited Partner or Special Limited Partner; d. transfers to an affiliate or subsidiary in accordance with the right of first refusal and purchase option, as included in the Right of First Refusal Agreement between FW Hughes House, LP, and the Housing Authority of the City of Fort Worth, Texas doing business as Fort Worth Housing Solutions; however, City must be provided notice within 30 days of the transfer's completion by the new owner. The new owner shall be required to assume all obligations of Grantor hereunder in a form acceptable to Lender; e. 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; LEASEHOLD DEED OF TRUST — $1M HOME FUNDS FW Hughes House LP to City of Fort Worth Page 13 D223059632 Page 14 of 23 f. assignment of the loan to a borrower that is an affiliate of the Grantor or its partners, subject to consent from Lender. Any assignment shall also require an assumption of the loan terms, including all City and HOME Regulations; and g. 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 LURA, the HOME Deed Restrictions, the CNI DORC, or HUD 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, benefits, and may be enforced by the successors in interest of all parties. 19. If Grantor and Borrower are not the same person, the term Grantor includes Borrower. 20. Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. 21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other actually incurred costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney for enforcement. 22. If any provision of this Deed of Trust is determined to be invalid or unenforceable, the validity or enforceability of any other provision will not be affected. 23. 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 LEASEHOLD DEED OF TRUST — $1M HOME FUNDS Page 14 FW Hughes House LP to City of Fort Worth D223059632 Page 15 of 23 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 Grantor. Neither Grantor nor any of its Partners nor any other parry shall have any personal liability 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. 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 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. LEASEHOLD DEED OF TRUST — $1M HOME FUNDS Page 15 FW Hughes House LP to City of Fort Worth D223059632 Page 16 of 23 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, and has been executed and delivered in accordance with the Contract. The funds advanced by Lender are HOME funds and the Contract and HOME Deed Restrictions require that the 5 residential rental units described below and located on the Property must qualify and remain affordable rental housing in accordance with the HOME Program and the HOME Regulations for the 20-year Affordability Period more particularly defined in the Contract and HOME Deed Restrictions. The Obligations described in the Contract evidenced by the Note and secured by this Deed of Trust will be in default if, following any applicable notice and cure period, the 5 HOME -assisted residential rental units located on the Property more particularly described in the Contract do not remain affordable rental housing for the duration of the Affordability Period, subject to the "next available unit rule" under the Internal Revenue Code Section 42 (g) (2) (D). This Deed of Trust has also been executed and delivered pursuant to the terms of the Contract. Grantor agrees to perform each and every obligation set forth therein and will not permit a default to occur thereunder, following any applicable notice and cure period. Any default in the performance of Grantor's obligations under the terms of the Contract or the HOME Program or HOME Regulations, 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 HUD Rider. 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 ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [SIGNATURES AND NOTARIZATION FOLLOW] LEASEHOLD DEED OF TRUST — $1M HOME FUNDS FW Hughes House LP to City of Fort Worth Page 16 D223059632 Page 17 of 23 IN WITNESS WHEREOF, Grantor has executed this Deed of Trust as of the date first written above. 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 s l*membe By:NameemonsTitle:surer By: Cavile Place MBS SLP, Inc., a Texas corporation, its special limited partner By: Name: Kim Hartmann Title: Vice President/Treasurer STATE OF TEXAS COUNTY OF TARRANT I HEREBY CERTIFY that on or about this, day of Ma( , 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 WIC written Notary , I have set my hand and Notarial Seal, the day and year first above exas LEASEHOLD DEED OF TRUST — $1M HOME FUNDS FW Hughes House LP to City of Fort Worth �r0.Y PUB EVA C KEY Notary IDi #10sion Exp69 ires My Commission Expires August 15, 2025 Signature Page D223059632 Page 18 of 23 IN WITNESS WHEREOF, Grantor has executed this Deed of Trust as of the date first written above. 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: Mary -Margaret Lemons Title: Secretary/Treasurer By: Cavile Place MBS SLP, Inc., a Texas corporation, its special limited partner Name: Kim Hartmann Title: Vice President/Treasurer 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 and Notarial Seal, the day and year first above written. Notary Public, State of Texas LEASEHOLD DEED OF TRUST — $1M HOME FUNDS Signature Page FW Hughes House LP to City of Fort Worth D223059632 Page 19 of 23 STATE OF MISSOURI CITY OF ST. LOUIS On this, the 1 day of X- a4- 4 2023, before me, the undersigned officer, personally appeared Kim Hartmann, who states that she is the Vice President 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 rr _ _,." I",I,,.. Notary Public, State of Missouri [SIGNATURE AND NOTARIZATION O LEASEHOLD DEED OF TRUST — $1M HOME FUNDS Signature Page FW Hughes House LP to City of Fort Worth D223059632 Page 20 of 23 THIS DEED OF TRUST EXECUTED BY LENDER SOLELY FOR THE PURPOSE OF INDICATING LENDER'S AGREEMENT TO THE TERMS, CONDITIONS AND LIMITATIONS OF THE HUD RIDER ATTACHED HERETO AS EXHIBIT "C". LENDER: CITY OF FORT WORTH A Texas home rule municipality By: �. Name: Fernando Costa Title: Assistant City Manager ,0 ",,� VIRGINIA R. VILLALOBOS STATE OF TEXAS o�"` state of Texas �2. .,o_Notary Public, N.. :.:vz Comm. Expires 12-16-2026 QF� "o Notary ID 134109141 COUNTY OF TARRANT § This instrument was acknowledged before me o4 , 2023, by Fernando Costa, Assistant City Manager of the City of Fort Worth, a Texas home rule municipality, on behalf of said municipality. j N tart' Yglict-" , St to o as AFTER RECORDING RETURN TO: City of Fort Worth City Attorney's Office Attention: Denis McElroy 200 Texas Street Fort Worth, Texas 76102 LEASEHOLD DEED OF TRUST — $1M HOME FUNDS FW Hughes House LP to City of Fort Worth Signature Page D223059632 Page 21 of 23 EXHIBIT "A" LEGAL DESCRIPTION Grantor's Leasehold interest in the following property: BLOCK A, PHASE 2 - 2.2064 ACRES 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; LEASEHOLD DEED OF TRUST — $1M HOME FUNDS Page 20 FW Hughes House LP to City of Fort Worth D223059632 Page 22 of 23 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 "KRA" 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 "KRA" 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 "KI IA" 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 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 EXHIBIT "B" PERMITTED ENCUMBRANCES This conveyance is made and accepted subject to the following Permitted Encumbrances: The items of record as reflected in Schedule B of the Lender's Title Policy issued by First American Title Insurance Company for the benefit of the City of Fort Worth. LEASEHOLD DEED OF TRUST — $1M HOME FUNDS FW Hughes House LP to City of Fort Worth Page 21 D223059632 Page 23 of 23 Exhibit "C" HUD RIDER TO DEED OF TRUST The terms of this Deed of Trust are subject to that certain Subordination Agreement Form HUD-92420M by and between Mason Joseph, LLC, City of Fort Worth, and FW Hughes House, LP. LEASEHOLD DEED OF TRUST — $1M HOME FUNDS FW Hughes House LP to City of Fort Worth Page 22 EXHIBIT "F" REIMBURSEMENT FORMS HUGHES HOUSE APARTMENTS HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 15 Attachment I Developer: Address: City, State, Zip: Project: Tax ID Number This Invoice INVOICE FW Hughes House, L.P. 4830 East Rosedale Street Fort Worth, TX 76105 Hughes House Project Amount Cumulative to Date Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of the HOME Contract. By signing this invoice, I certify that to the best of my knowledge and belief the data included in this report is true and accurate. It is acknowledged that the provision of false information could leave the certifying official subject to the penalties of federal, state, and local law. Original Signature and Date: Name: Title: HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 16 Developer: Proj ect: City of Fort Worth Neighborhood Services Department Expenditure Worksheet FW Hughes House, L.P. Hughes House Project Attachment II Line No. Date Check No. Payee or Beneficiary* Description* Amount 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Total *Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if applicable. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 17 EXHIBIT 66G99 PROJECT COMPLIANCE REPORT: RENTAL HOUSING HUGHES HOUSE APARTMENTS PROJECT COMPLIANCE REPORT: RENTAL HOUSING EXHIB[T-G" Pmjeca Name: contract * dwrner Name: Reporting Period: From 7o of HOME -Assisted Units: #cf High H9ME LRnits Required: 9of Lary HOME Units R.equimd: 'All data reported should be cansisoent with requirements described in contract and any arnendrnents Low or High # or Care of Last Und Tenants % of Otter HOME Fersoos Income titily Mo thly Annual Med al F5spanic3 Race Assistance Type of Lease date Vni[ Nuntter Rent Link? Tenant Name in HH 4 of BRs Cerli:ldation Max Rent Allowartm Rent GM55 Income Type laouse7aoid Typa orHocaanntd omw AealaEwca Type Rasa Select select: 9eled 1 Single. noneldeny 1 SecVwn d I Vrhlbe d AmE 1car IndlwAlwlw Nathe a YAnte 2 Eldeny 2 i-OME iBRA 2 fflackl Afrlcar. Arnerkan 7 Asian & Write 3 swoe 3 Other federal, *=E-. 3 As:an a or= a vaite d Two parents or local aEalgance AAmeltcan IndanllUackan NatIve 9 AmEdcar lndW,AlaAan Native a Blaut 5 cmher S No mdEta m 5 Natve+iawa:an.'Obler Pacft Wander 1O Wer tm HOME ten%maynolexceed 3U 6 rX tie ajuEiedIncome or housetOcE at 50% orarea rnedtan mcaree, adjuE1Ed ror howehold sbe and adjwAEcl for tenxR-ald u=es. AddNonally, low HOME wnts may nor exceed il* HI¢r HOME statdard patllch maybe capped bythE FMR} Atlease21)Y WOOME rm! b In mojects wtlh 5 or more HOME-araEOed Inits mw. have low HOME rents. High HOME ren%wnly to all WherHOWE-ae97ed units and a cdlmia[e6 as inE least or Me SecWn B iCrM,Ce V[UCher) Fa►1Var%H Rent N 30% of adxl&Ed rnonmly mCune'r hmseholua as 65%are me3ac hComE, adjuted Tdrhdllaendd W52, and acKsted rbr1ehar?rP3l[lVGllttes. Ev-haen urtents are plmnebed by HUD, am 6t= Ilrrtr Me local cocvact rent, ndudlngmIN asV=nce, ex=tfv faaect-based =ELance'wilre Lbw HOME rerltttn.]E. CeAifimton: The undersigned, hw by, gives assurance that to the best of my knowledge and belie!, the data included n Ibis report a true and accurate, and if is a non-profit agerxy, has been approved l y me govern eg body of the organicion prior to submission. This auWletea and signed document should be submitted to the City annually per your contact R copyshould be retained it your files. Foe: 17112€1 S%tahwe: Date: Phone No - HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 18 EXHIBIT "H" FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS HUGHES HOUSE APARTMENTS Davis -Bacon Requirements are applicable to the Project due to the Senior Indebtedness and Section 8 Project -Based Vouchers. The HOME funds did not trigger Davis -Bacon. In the event a HUD monitor requests proof of compliance with the Davis -Bacon Requirements, Developer shall produce reports showing compliance in the form agreed upon and required by the Senior Lender to Lender within 10 business days HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 19 EXHIBIT "I" SECTION 3 REPORTING FORMS HUGHES HOUSE APARTMENTS SECTION 3 BUSINESS CERTIFICATION SECTION 3 SUMMARY REPORT (Form HUD-60002) HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 20 FORT Ouji". City of Fort Worth Section 3 Business Certification for C'oiitractiila Instmaien: Enter the following iafoimation and select the criteria that applies to certify your business Section 3 Business staays_ Business Information: Name ofBusinevs: ddress of Business: NaGIE of Business C+Rner: Telephone and Email of Type of BusakHss C-orpoiatoll Pa ulmllip (cheek type that gpply ,sj Sate Proprietorship Joint Veatore Seleer from CST of the following three options that applie5: At least 71ao of the business is ianmed and controlled by lom- or tiny low-income persons. A low - or eery lour -income persaniu an individual vvho varn, at or below $C'? o AiE or no mare than SI"00.-OO armmJyeif'ective April 1.2021. At least 51% of the business is o%med and controlled by cuiTent public housing residents who cim mtly live iu Section 8,assisted hcmmi g- Cher 75% of the labor hours perfoinied for the business mw the Mar three-month period are perfanued by Section 3 v rorkm. A Section 3 wow is an iii&ddual s{,ho earns at or below 90% ANJI or no moore than S45.300.00 annually effective Avid 1. 2021. Business Affirmation: I of um that the abcxu stateammn are true_ complete, and con -en to the best of my ]€nowkd-ge_ I understand that businesses who misrepresent thEm&Ives as Section 3 busL-nGes and report false rnfomation to the City of Fort W-orth may have their contracts terminated as default and be barred froxnongoing and future ccmlderati-ns for contractiug oppommities_ I hereby certify, under penalty of law_ we meet the definition of a Section 3 Business under federal regulations of the U.S. Dep=ment of housing and Urban DL- elopment at 24 CTR Part 15, and that the following iafox=tion is correct to the be;m of my lmowledge- Pnut Name: Signatiu-,e: Date: Cerkfi u Lion expirru 1141h2n six Mouths of the date of stature. FOR C ni- USE ONLY Is the business a Section 3 business based upon their ceAiFieate? YES NO E MLOI-ERS -VUST RE'TIEV TICS FOR-1I TV ICED .SEC'FIOA' 3 C'O-1IPELt CE FI1E FOR FITT ITAR..S. City of Fart worth hreighbamood servkes Dept_ vier.2 €ffz_x—NYe es of AUgust 2021 HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 21 City of Favt wonh ct»n 3 Worier and TarSrxd 5ecbon 3 W rl—CMi9cs i— HaLkgrw11d:5sodam 3 is a p—fsio eVw HUD Act of 19E6that pmmotes]oaismrwmicd—gopmcM,ncid+borhood aanamicimpmwr—t� and individual mffsuffxwicy.T ehegrea a mp—ble,5eceon 3 reginrtstha the C3yoFFnrt Worth ICFW)as 2 recpientofcertain HWlDfinancialassirtanre{e,y, CEDG,HOME, and HOPW A pra612m to4—wy lowm--r.J _mConn ecd—with prnjece and activities mxthese iurres Help p—ide in dtrc neighborhoods D—Jopers, onN mz.or3uhoonaxtars rrcrrvir>&iiVl funds must maMe rxasonade rfforts to complywith this pi gaen. Thisaeporcdesrm nc howhumes endrinoctiFy tfc iertion 3stnus of :nrir rmpbyecsnnd report an their labor hours tlsat support Section 3 emplatmxnc 6aals. RT WOR7K_ Project Name and Address: I Rosiness Information I Home of liusincr: P a ect iron vstc IAd&—ofeamess: RepovgPei d] IHame eFCrntare: �CaMtsrx Telephone: I�Ma� fmaE Employee Cer4fi-tion Irtforpafion and Total tabu, Flours Report E � I WrtFin dre PoaR 5 Teers LuAtime F � Totai Na of Labor Hours EmpEafee Date d Employee Hrnc Employer Address —i" Lines with in the Service Area Section 3 Youthltuild Hourly Rats loin �T�8—d H"ae or the Neiisborhood of thr Business Wage pats d� Mwome Corsxrtrttion F"Fessioaai Section 3 5ectkm3 Partisiyent Pmlert {Anewaiu Wosker 5erwoe Worker Worker T—1 AJfO No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 22 GoalsSummary HIIO estahli:F2d Sr -3goalstohdd—dpme J!14. CFWJ xcountahkfor their eFfortsmsupport tihr Program.Thegoal: set arc that 25%oFthe anal laboy hours reported are perfvmred hy5--LLm 3 workea and drat 5% oFthr termj labor huu are pe rev-- bW Targeted S.— 3 work-s. DAGITotal Labor Hmas Tbcinoma eharctrs>zi:m loos lloui vmrr i—serri— toss mice ITmmtem Weer me semmamrd rs�enstmm3tmorw>trs ax mafna to irrarde�theTvmrca«isnrs. Coal met T at least 25i1 of the pmj—hour- arc -rebated to Section 3 W. hers. O.00Isection 3 Worker Labor H— NON/O! % FPotd labor Hoes God U." ca rums green if — and yellow if not met Goal met if -[least 5%oFthe mtai pmjecc hours are a-ib—dmT g d! 0.00 Parp d Seetiaa 3 Worker labs Marrs ll094fQ! 7h d T.d labor Hoes Gad tAets. Section 3 W.A . L!II wm. green if rnee aM yellow iF—met. Otttreadt fveNs=Lbna-xYa mtat pmnde eddm«that they have m=de oueFmtive eFlorts m unist Sow and verylow-ixmte pnnons wits employment and trair.irg opporr Wires. Ovatiracce eHwts consist of, 4u[ax ao[lonited m, EnYision Lenear communityoutrrxh errnt, eel almnnent ioh fair atrainmg, employment o.nortuniN fS-s or iah v o .w ads. carimurdN meetines. Other a --moles of activitu� ax mciudcd ir. the Orfiiitims Section Odr Type of Ev wAmy D-ade13-i—Parddpms— inir+: Aar6. E.. OlJ1"Wl a.a .. 1.OLY1 Coo[heR pasaNeognii[orvs, rarieweP affnii[o[ions omY rcss'm.s if elthe-Foal-17met inn—irhe the coal labor hours cell i] yellowl. please -PIN. Moor eff-M. meet the umnet goal. You may reference the above —Is held and 3rbribes terderhg— f7nsirress Affrrmafion_ 1 affirm thx dye above rtaRments am true, complete, and correct m the he¢ d my krmuko-e. I und—d! thx busincses uho mi—p— iaFormxiun ab—their ember =nd rcpon false inf—tion m she City of Fort Worth rn ay haves the* mrrtrxts terminated as deho3t-6 be honed From xgoing and Artrxeeondderatioris ear mr—mgthereby«reify, under pmaky vF law, ear meat d•e de8,4ior- des Seaton 3 Business undofederal regdatirsns ofthe U.S. Oepartmeatof Housng and urban Oerelepmms at 26 WE Part 75. and tF.x die fdlayiny informxion is —he best of my b—1 dge. PH nt Home S�;nabsre: Oef niiiom For the purposes.f this report, alvwaaerylorirrmme.Pekes onewho—.s orbA—W➢ and 50% of theare median ixomr{MHd respeca ely. For fiscal yex2021, FFUD h.s .bfuheda bw income salaryf-an individual as rro nwre than $A5, 30➢.➢0 ar^.a y(d!Ctir Apsil 1, 2WIi Ortreedr but are not limited to the f.41—mg: {2l4ngage ^-_ach affortsm generxe job applionts who are Ta:geerd Se twn3worY�a (2 Pr—id- (3, Prrid_ as stance mhNp Secdon3warktvs compete for joos le.g., resume assisvnm,mxhing]. fay Hdd one or more joo yes. {51 Frundad asdrtanamapply Fvrjru alremd community mllrar,a FnurynredacafiwuQi^dturion.nrwoHma�ftedmiolo-ainir{- JEiP-ridadtechniolanrtan« omp Section 3 husi—mnc-as understand and bid an wn rocs {7j�ivided oonlraRs iMnsrnalksjobs mfadlibte partdpxion by section 3 humnesx carrcems. lholeuiond senior means nonronstructson services that require an advenoed degrx rx pmFrsnmai lirensiny nvdudvig, but Wert lim@ed tn, rantrx-C fur kgpi serviar,Fnancial ransuidng, xcounang senriees, mvirmmentl axessmmk amRitextural and ciril enginee*ing semices. Pm!rssona: seed« hours arr eaduded teem the mtal!ahor hours But of lee inducted in the Secton 3 or 7arge2d Secton 3 Labor hours:F the empbyee rneem err deFini[iond a Secton 3or Targrxd Sesion 3 w«I�s. A se Lion 3 6umnea is ox -rat nxets v[ 3rsst o�se of the fo:ivxing feria, d«umerted within Yne prior sia-nwnth period of sobmiRting the rertiFoaon and report: {1y At least 5156 vxrad and mrdrdlyd trh low- or very !ox-income persons; OR {2iOvm7S�dshela�o hourspefocoed{.rebels.:incsoverthepriorehrcrmonhperodaepefomedhySeRwn3wok-s;OR {3yk is a huvrcss x Irart51U owxd and cv 11.d! by-- public housing reside-, or rrsioemswho currenttr live in Section 8--sawed housing. A 5eaion 3 worker is arry work -who —rent- fi4., when 3rired within the pasth— yearsfd et hest ore of the Fdlow:n6 cat�orie, as documented: {1jThew.rker'sinconuforthepre:�o.:o-a--:: sccalervdaryexisbm theiocatsrlimitesabfishrdhyHrJD;OR Ilj} TThe works is emp7ahed hva«:-e,e...-3 a.: ieu; OR {3he work- is a youthBuild participant. A Targeed5 6-3worker for prejans rcce:rg housingand eommuniRy dexlnpmmtfinandal assistaaoe means a 5 'on 3—k-what {lj is employed bf a 5e Rion 33wrsiness ; OR {2jnudyfi�orwhenhiredfftatlnstoneofth,fAbri,G—gones.xdo—L-dwithintFepartfiveye-rs: {jLivingwithinereservicearv-•neeneighb rh—dtaeprnjeetor {il AY.art10u91d pxtidpcnt HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 23 Section 3 Summary Report U.S. Department of Housing Economic Opportunities for and Urban Development Low — and Very Low -Income Persons Office of Fair Housing And Equa! Opportunity Section back of page for Public Reporting Burden statement 1 _ Recipient Name & Address_ (street, city, state, zip) 2_ Federal Identification_ (grant no 4_ Contact Person OMB Approval No: 2529-0043 (exp.1113012010) HUD Field Office: 3_ Total Amount of Award- 5 Phone(Include area code) 6. Length of Grant: 7. Reporting Period: a_ Date Report Submitted_ 9_ Program Code_ (Use separate sheet 10_ Program Name_ for each program code) Part I: Employment and Training (" Columns B, C and F are manda ory fieids. Include New Hi -es in E &F) A B C ❑ E F Number of Number of New % of Aggregate Number % of Total Staff Hours Number of Section 3 Job Category New Hires Hires that are of Staff Hours of New Hires for Section 3 Employees Trainees Sec_ 3 Residents that are Sec 3 Residents and Trainees Professionals Technicians Office/Clerical Construction by Trade (List) Trade Trade Trade Trade Trade Other (List) Total ' Program Codes 1 = Flexible Subsidy 2 = Section 202J811 3 = Publicllndian Housing 4 = Homeless Assistance A = Development, 5 = HOME B = Operation 6 = HOME State Administered C = Modemization 7= CDBG Entitlement Page 1 of 2 6 = CDBG State Administered 9 = Other CD Programs 10 = Other Housing Programs form HUD 60002 (6I2001) Ref 24 CFR 135 HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 24 Part II: Contracts Awarded 1. Construction Contracts: A. Total dollar amount of all contracts awarded on the project B. Total dollar amount of contracts awarded to Section 3 businesses C. Percentage of the total dollar amount that was awarded to Section 3 businesses D. Total number of Section 3 businesses receiving contracts 2. Non -Construction Contracts: A. Total dollar amount all non -construction contracts awarded on the project/activity B. Total dollar amount of non -construction contracts awarded to Section 3 businesses C. Percentage of the total dollar amount that was awarded to Section 3 businesses D. Total number of Section 3 businesses receiving non -construction contracts Part III: Summary Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs, to the greatest extent feasible, toward low -and very low-income persons, particularly those who are recipients of government assistance for housing_ (Check all that apply_) Attempted to recruit low-income residents through: local advertising media, signs prominently displayed at the project site, contracts with the community organizations and public or private agencies operating within the metropolitan area (or nonmetropolitan county) in which the Section 3 covered program or project is located, or similar methods. Participated in a HUD program or other program which promotes the training or employment of Section 3 residents. Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the definition of Section 3 business concerns. Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located. Other: describe below. Public reporting for this collection of information is estimated to average 2 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB number. Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u, mandates that the Department ensures that employment and other economic opportunities generated by its housing and community development assistance programs are directed toward low- and very -low income persons, particularly those who are recipients of government assistance housing. The regulations are found at 24 CFR Part 135. The information wilt be used by the Department to monitor program recipients' compliance with Section 3, to assess the results of the Department's efforts to meet the statutory objectives of Section 3, to prepare reports to Congress, and by recipients as self -monitoring tool. The data is entered into a database and will be analyzed and distributed. The collection of information involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3. The information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6) of the Fair Housing Act and Section 916 of the HCDA of 1992. An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB Circular A-108 are not applicable. The reporting requirements do not contain sensitive questions. Data is cumulative; personal identifying information is not included. Page 2 of 2 form HUD 6CO02 (1112010) Ref 24 CFR 135 HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 25 EXHIBIT "I-1" SECTION 3 Project Service Area Map HUGHES HOUSE APARTMENTS Untitled map WhataburgerQ Last edit was 10 minutes ago p h�4f, © .?_; ' M AQquikTrip =%/ o Oakland BREN7W OOD-OAK �Lake"P.ark Meadowbrook® a HILLS !Add layer *+ Share Q. Preview -. �' — -a�N, Golf Course i6.� EASTERN HILLS - RYANWOOD ✓ circle (2).kml - - Eastern Hills High School0 Individual styles 'y of McDonald's© QAutoZone Auto Parts .. Circle ISNT) Mead,,b,00k D, CENTRAL K ,,raatlo .1, or Meadowbrook Dr WEST Hughes House nleadov,—k D, MEAD0WBROOK 0 9h QPlanetF' ss e<a, - Mi Tierra Taqueria® Base map `s,e MEADOW OOK Carniceria HANDLEY �SUUTH SIDE EHame S, , Texas EV,—,,Bind 3 Wesleyan Y University Q ° Ready etalsv Dixie rouse Cafe Rose Hill Park© EL POLY Botas R ern PYRAMID ,eB ® Birreria y 0 Chua Hvong Oao9 {LLL,www, 8 >e� Taqueria Cortei -/� Eaoseaaie , teO EHoseaale sr -E Rosedalered E Rosedale St .,LLE aoeedaie Sl Sr _-__ q h red RA SOM aB HILLSIDE p a TE RACE MORNINGSIDE STOP 6 POLYTECHNIC rRVER EMPOWERMENT _ HEIGHTS EAST ASSOCIATION c BURCHILL RAMEY PLACE 63 p % ' Fiesta Mart SUNRISE #769 STOP SIX 3�;,E EBer,ys, EDITION Cobb Park MITCH ELL Walmart Supercenter Richarc BOULEVARD Texas Department GOo9Iel UW(l�pseae,ry� 'Sim sonF MORNINGSIDE of Public Safety® EDGEWOOD '�- P HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 26 EXHIBIT "J" STANDARDS FOR COMPLETE DOCUMENTATION HUGHES HOUSE APARTMENTS HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 27 vayn, T. in Standard of Documentation for Reimbursement of Development Costs Cost Type Documentation Standard Acquisition cf Real Property . Notice to Seller (date must be on or beforethe date of options agreement orsales cantractand signed by the buyer and seller) ' Recorded Deed of Trust ' Purchase Agreement wf Required HUD language ' MasterSettlementStatement/HUD-1 ' Appraisal or other document used to determine purchase price Proof of Payment (i_e_, bank statement/cancelled check) - Verification of Vacant Status (as applicable) Pre -Development and Soft Invoice should include: Costs (Architect, Engineer, ■ date; Landscape Design, Surveys, ■ company's letterhead; Appraisalsr Environmental, Legal ■ address for which service is prov ded; Fees, Other Consultants, Etc.) ■ description of service(s) and item(s); ■ amount for itemized services; and ■ total amount Proof ofPayment(i_e_,bank statementorcancelled check) Fully executed contract/service agreements /letter agreem ents and applicable amendments o Provide printout from w+nrw_sam_eov verifying contractor/subcontractor is not listed on the debarred and suspension list If only portion is beingpaid with Cityfundsr then shaow calculation ar,c documentation of how costs are a11ocated_ Neighborhood $arvices FINAL as of 6 f 21/2R17 Page 1 HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 28 FURY W T H;,, Standard of Documentation for Reimbursement of Development Costs Construction Costs - Invoice should include: (Contractors &Subc-ontractors) ■ date; ■ company's letterhead; ■ address f-Dr which service is provided; ■ description of service(s) and item{s}- ■ amount for itemized services; and ■ total amount Proof of Payment{i_e_, bark state ment or can cel I ed check] Copy of applicable inspection report(s) conducted by -NSD Inspector Copy of executed agreements ■ Provide printout from www_sarn_eovverifying contractor/subcontractor is not listed on the debarred and suspension list If only a portion is being paid with City funds, then show calculation and documentation of how costs areallocated_ For paymentoffinal retainageforthe prime contractor, provide lien waiversforthe prime -and all subcontractors_ List cfsubcontractors Materials Purchased by Developer - Invoice should include: (if applicable) ■ date; ■ company's letterhead; ■ addressf-Dr which service is provided; ■ description of service{s) and item{s}; ■ amount for itemized services; and ■ total amount Proof of Payment (i_e_, bank .Aaterne nt or cancelled check) Verification of delivery Developer Fee - Final Invoice Reflecting Total Development Cast (if paid directly from HOME funds) - Proof of paymentf-Dr any other eatityffunding source contributing to development costs Shaw calculation of agreed upon developer fee percentage Copies of final lien releases from contractorlsubcontractor Complete Documentation incomeeligibility of buyersfrenters (i.e_, income documents for eligible homebuyer/tenants, sales contract between developerfhomebuyer, HAP Deed of Trust with required affordability period language, etc.) Lease documents Final inspections of completed units Neighborhood 5an-ices FINAL as of b f 23 /2017 Page 2 HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Hughes House Apartments Page 29 EXHIBIT "K" CONTRACT AND SUBCONTRACT ACTIVITY REPORTING FORM HUGHES HOUSE APARTMENTS Excel spreadsheet to be provided. This form must be completed and returned to NSD within 30 days after the pre -construction meeting and annually thereafter on June 30tn of each year while the contract is active. Contract and Subcontract Activity U.S. Department of Housing and Urban Development OMB Approval No.: 2535-01t7 (-in V31f2013) Public Reporting Burden for this callaction of Informaflon is estimated to average 50 houm per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection o1 Information. This inlomoliori is voluntary. HUD may not wiled tics inloanation, and you are not required to complete this low, unless it displays a currently valid OMB Control Number. Executive Order 12421 dated July 14, 1003, directs the Minority Business Uevelopment Plaits shali be developed by each Federal Agency and that these annual plats shall establish minority business davelopment obtectives. The information is used by HUD to monhor and evaluate MSE activities against the total program activity and the designated mhtonty hi :. enterprise (MBE) goals. The DepaMle�E requires the information to proviso guidance and memignt for programs for the development of minority business enterprise mirg Minority Business Development. It the Information is not collected HUD would not be able to establish real MBE goals nor evaluate MBE performance against these goals. While rro assurances bl comidentiallly lo pledged to respondents, HUD generally dscloses this data only in response 1a a Freedom of Information request. Privacy Act Natice -The United Stales DepadineM W Housing and Urban Development, Federal Fbusirig Administration, In authorized to solicit the iMomration requested in this form by virtue of True 12, Unped States Code, Section 4701 et seq., and regulations pwmutgated themuritler at Tlae 12, Code of Fetletal Regulations. It will not be disclosed or released outside the United States Department of Housing and Urban Development wdirout your consern, except as required or permilied by law. 1.Gran[ee1Pm)act OwnerlDaveloperlGpomonHUlWerl0.gancY Chadrlf: �2 Location lCiN.9Late,ZlP Catla) PHA IRA 3a. Nameof Canton Perwn 3b. Phone Numbarllndudng Area Cotle) 4. Beportin9 Perin I. Program CMelNoiapplicsbleror CPDprog—j 6 Date GWmiaed to FieM Otrice F]Oct .1-Sept. 30(Annual-FY] See explanation Wcotlea atboftom of page. mae aaeparafe aheelbreach program rode_ C 1—toror GrarNPure Numberor Amounlel Type of 5ubcvnhac[or Woman Prime Coltlraclor Sec. 5clxaarlmclor Sec ContradonSsbrncradisr Nameand Address HUD Cave Number or CmiracE Trade nusness rMmetl MemMcationll D) 3 Id.tifiratlmllml 3 TI_ dlwe tla obn mofpmperty, or5eh 1-ni: Cotle NedaVENnin lea.. Nre — 7d.o) Number N.) ambdmaion,awelrngumit, we Isee cone Ira below) (se Name Street CiN late SZP Code Ta 7D. Tc. Td. Te. W. 79. fi. n. To: Type of Trade Codes: 7d: ftacleVEthnlc Codes: 5: Pmgmm Code t—nplete for Housing and Pubic aria lndan Housing programs orayj CPD. Ha using/Publlc Housing: f - White Americans 1 - All insured, in well Section 3 5 - Section 202 1 - New Construction 1 - New Construction 5 - Prom.lonat 2 - Black Amermarts Held 2 -Flexible Subsltly 6 - HUD -tl (Management) Heldan 2 - Ed —Don Fraining 2 - Substantial Rehab. 7 - Tenant Services 3 - Native Americans 3 = Section 8 NoninsureQ Noro-HFDA 7 = HUD Housing 3=Other 3 = Pepalr e = Educatfort/Fraining 4 = Service 9 = Amh.lEngrg. Appraisal 4 = Hispanic Americans 5 = AslaNPacilic Americans 4 - Insured Mana t ( gemen 5-Project M-gt 0-Other 6-Hasidic Jews Previous eadions are obsolete. lore HUD4516 tel DEED RESTRICTIONS - HOME Page 30 EXHIBIT "L" DEED RESTRICTION HUGHES HOUSE APARTMENTS DEED RESTRICTIONS - HOME Page 26 Hughes House Apartments D223059201 04/10/2023 03:53 PM Page: 1 of 20 Fee: $95.00 Submitter: First American Title Insurance Company - NCS Electronically Recorded by Tarrant County Clerk in Official Public Records MARY LOUISE NICHOLSON COUNTY CLERK DEED RESTRICTIONS HOME Funds THESE DEED RESTRICTIONS ("Deed Restrictions") are made effective as of April 1, 2023, by and between FW HUGHES HOUSE, LP, a Texas limited partnership ("Owner"), as Grantor, and CITY OF FORT WORTH, TEXAS, a home rule municipality in the State of Texas ("City"), as Grantee. WITNESETH: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development ("HUD") through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239 ("HOME"), with which City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments, local lenders, private industry and nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. (the "Act') and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 el seq. ("HOME, Regulations"), is to benefit low- and moderate -income individuals and families by providing them with affordable housing; WHEREAS, Owner proposes to use HOME funds for a project whereby Owner will construct, develop, own, and operate a new 162-unit affordable housing development in the City to be known as Hughes House Apartments (the "Project'); WHEREAS, City has agreed to lend Owner $1,000,000.00 in HOME funds (the "Loan"), pursuant to the requirements of the HOME program and in accordance with all obligations assigned to it from that certain HOME Contract, City Secretary Contract No. 58784, between Owner and City, for the purpose of assisting Owner in developing the Project; WHEREAS, as a condition to City malting the Loan of the HOME Funds, Owner must agree to comply with certain occupancy, rent and other restrictions for a period of time in order to comply with the HOME affordability requirements, and agrees to convey to City certain covenants and restrictions that will burden the hereinafter described real property so that the Project will meet the HOME requirements ("HOME Requirements"); NOW, THEREFORE, in consideration of the making of the Loan of HOME Funds, and the disbursement of any part thereof, and in order to comply with the requirements of the Act and the HOME Regulations, Owner (together with its successors and assigns and subsequent owners of the Project), hereby agrees that the following restrictions shall apply to the real property described in the attached Exhibit "A", incorporated herein for all purposes: 1) In compliance with the maximum per unit subsidy amount rules at 24 CFR Part 92.250(a) and the minimum amount of assistance rules at 24 CFR Part 92.205(c), the number of units in the Project which have been designated by Owner and approved by the City as subject to DEED RESTRICTIONS - HOME Page 1 D223059201 Page 2 of 20 all occupancy, rent, and affordability requirements contained in the HOME Regulations shall be 5 units of the 162 total residential units in the Project ("HOME Units"). 2) The HOME Units rented or available for rent to households whose annual incomes do not exceed 80% of area median income ("AMI"), as set annually by HUD with adjustments for family size ("High HOME Eligible Tenants"), shall be 0 units ("High HOME Units"). The number of HOME Units rented or available for rent to families whose annual incomes do not exceed 50% percent of AMI ("Low HOME Eligible Tenants") shall be 5 units ("Low HOME Units"). The HOME Units are floating. 3) Owner hereby acknowledges and agrees that the Project is to be owned, managed and operated as a rental housing project for affordable housing as set forth in 24 CFR Part 92.252 and, that the HOME Units must be occupied only by HOME Eligible Households as defined in the HOME Contract and must also meet the following requirements to qualify as affordable housing and will be subject to the following restrictions and covenants: a. High HOME Rents. The maximum HOME rents are the lesser of: (1) The fair market rent for existing housing for comparable units in the area as established by HUD under 24 CFR Part 888.111; or (2) A rent that does not exceed 30% of the adjusted income of a family whose annual income equals 65% of AMI with applicable adjustment for the bedroom size of the relevant housing unit. High Home Rent may not exceed the maximum rent limitations established by HUD minus utility allowances. For the purposes of these Deed Restrictions, "utility allowances" are those monthly allowances for utilities (excluding telephone) adopted by City in accordance with the HOME Regulations and HUD guidance, as more particularly described in the HOME Contract. b. Low HOME Rents. Rents for Low HOME Units must meet one of the following rent requirements: (1) The rent does not exceed 30% of the annual income of a family at 50% of AMI as set annually by HUD with adjustments for family size. Low Home Rent may not exceed the maximum rent limitations established by HUD minus utility allowances. However, if the rent determined under this paragraph is higher than the applicable rent under (a) of this section, then the maximum rent for HOME Units under this paragraph is that calculated under paragraph (a); or (2) The rent does not exceed 30% of the family's adjusted income. If the family receives Federal or Texas project -based rental subsidy and the very low- income family pays as a contribution toward rent not more than 30% of the family's adjusted income, then the maximum rent (tenant contribution plus project -based rental subsidy) is the rent allowable under the Federal or Texas project -based rental subsidy program. DEED RESTRICTIONS - HOME Page 2 D223059201 Page 3 of 20 C. The Owner will not refuse to lease a HOME Unit to a certificate or voucher holder under 24 CFR Part 982 (Section 8 Tenant -Based Assistance: Unified Rule for Tenant -Based Assistance under the Section 8 Rental Certificate Program and the Section 8 Rental Voucher Program) or to the holder of a comparable document evidencing participation in a HOME tenant -based rental assistance program because of the status of the prospective tenant as a holder of such certificate, voucher, or comparable HOME tenant -based assistance document. 4) Initial Rent Schedule and Utility Allowances. Owner must verify that all tenants of HOME Units are HOME Eligible Households with full Tenant Documentation at the time the initial lease for a HOME Unit is executed as more particularly described in the HOME Contract. Tenants must certify the number of people in tenant's household along with such person's names and ages. Owner shall obtain financial information on all members of a tenant's household. 5) Tenant Income. Owner must use the definition of annual income used by 24 CFR Part 65.609 to establish tenant income eligibility and shall use the most current HUD Income Guidelines. Owner must verify that all tenants of HOME Units are HOME Eligible Households with full Tenant Documentation as more particularly described in the HOME Contract. Owner must verify the income of the tenants of the HOME Units annually after the initial lease is executed but may use a City -approved tenant self -certification form as Tenant Documentation. Notwithstanding the foregoing, Owner must verify the income eligibility of all HOME Eligible Households with full Tenant Documentation every 6th year of the Affordability Period. Owner must maintain copies of Tenant Documentation as required under the HOME Contract. In the event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, Owner shall have 30 days to determine if a market rate tenant qualifies as a HOME Eligible Household or fill an empty market rate unit with a HOME Eligible Household. 6) Tenant Lease and Tenant Selection. Owner's lease for the HOME Units shall comply with 24 CFR Part 92.253 as more particularly described in the HOME Contract. Owner's tenant selection policy and criteria shall be consistent with the purpose of providing housing in accordance with the HOME Regulations including addressing non—discrimination and affirmative marketing as more particularly set out in the HOME Contract. 7) The Project shall be maintained to and fully comply with all City codes and federal Housing Quality Standards. 8) The Affordability Period for the Project is 20 years ("Affordability Period"). The Affordability Period begins on the date that the project status is changed to "complete" in IDIS, HUD's project tracking system. City will provider Owner notice of the date on which the Affordability Period began within 90 days of said date. 9) The preceding use restriction and Affordability Period (i) shall run with the land, (ii) shall be binding upon the Owner and Owner's heirs, personal representatives, successors and assigns, and (iii) shall be enforceable by actions at law or in equity by the City, its successors and assigns and/or one or more third -parry beneficiaries. For the purpose of these Deed Restrictions, a DEED RESTRICTIONS - HOME Page 3 D223059201 Page 4 of 20 third -party beneficiary shall be any member of a HOME Eligible Household as defined in the HOME Regulations. Owner hereby subjects the Project (including the Project site) to the covenants, reservations and restrictions set forth in these Deed Restrictions and Owner hereby declares its express intent that the covenants, reservations and restrictions set forth herein shall, be deemed covenants running with the land and shall, pass to and be binding upon Owner's successors in title to the Project. Each and every contract, deed or other instrument hereafter executed covering or conveying the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions as set forth in such contract, deed or other instruments. 10) Owner hereby agrees to execute further documentation required by the City or HUD which may be necessary to cause these Deed Restrictions to comply with the laws, ordinances and/or regulations referenced herein or in the Developer Loan Agreement or the City's HOME Contract, or the HOME Regulations (or any other applicable laws that supplement, amend, restate, replace or otherwise pertain to such laws, ordinances and/or regulations). 11) Sale or Transfer of the Land or Project. Until the termination of these Deed Restrictions, Owner hereby covenants and agrees not to sell, transfer or otherwise dispose of any portion of the real property or Project, without obtaining the prior written consent of the City, not to be unreasonably withheld, conditioned, or delayed. Any transfer or disposition of the real property or the Project without the written agreement of the City, in a form as will meet the requirements of a conveyance of real property in Texas, shall be null, void and without effect, shall cause a reversion of title to Owner and shall be ineffective to relieve Owner of its obligations under this document. Notwithstanding anything else in this section to the contrary, transfers by Owner to an affiliate or subsidiary in accordance with the right of first refusal and purchase option, as included in the Right of First Refusal Agreement between FW Hughes House, LP, and the Housing Authority of the City of Fort Worth, Texas doing business as Fort Worth Housing Solutions shall not require City's consent; however, Owner shall provide City notice within 30 days of the transfer's completion. The new owner shall be required to assume all obligations of Owner hereunder. 12) Owner and City hereby declare their understanding and intent that the covenants, reservations and restrictions set forth herein directly benefit the real property. 13) Default; Remedies. City shall declare an "Event of Default" to have occurred hereunder if City becomes aware or is notified in writing of a default in the performance or observance of any covenant, agreement or obligation of Owner set forth in these Deed Restrictions, and if such default remains uncured for a period of 60 days after written notice of such default shall have been given by City to Owner, or if such default is not able to be cured within 60 days, if Owner is not diligently pursuing a cure, in City's sole discretion. No failure to exercise and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right. The rights and remedies herein provided shall be in addition to all other rights or remedies provided by law. No modification or waiver of any provision of these Deed Restrictions, or consent to departure here from, shall be effective unless DEED RESTRICTIONS - HOME Page 4 D223059201 Page 5 of 20 in writing and signed by the parties and no such modification, consent, or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand. 14) Owner shall cause this document, and all amendments and supplements hereto and thereto, to be recorded and filed in the real property records of Tarrant County and in such other places as City may reasonably request. Owner shall pay all fees and charges incurred in connection with any such recording. 15) These Deed Restrictions shall be governed by the laws of the State of Texas. 16) Headings and titles herein are for convenience only and shall not influence any construction or interpretation. 17) If any provision of these Deed Restrictions shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 18) All terms not defined herein shall have the meaning proscribed to them in the City's HOME Contract. If any provision of these Deed Restrictions conflicts with any provision of the HOME Contract, the provisions of the HOME Contract will govern to the extent of the conflict. 19) THE TERMS AND CONDITIONS OF THESE DEED RESTRICTIONS ARE SUBJECT TO HUD'S REQUIREMENTS SET FORTH IN THE ATTACHED HUD RIDER INCORPORATED HEREIN FOR ALL PURPOSES. DEED RESTRICTIONS - HOME [Signature Pages to Follow] Page 5 D223059201 Page 6 of 20 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: Ma Mar et ons Title: Secretary/ asurer By: Cavile Place MBS SLP, Inc., a Texas corporation, its Special Limited Partner By: Name: Kim Hartmann Title: Vice President/Treasurer STATE OF TEXAS COUNTY OF TARRANT I HEREBY CERTIFY that on or about this /'82 day of �/q � , 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 WfTNESSWHEREOF, I have set my hand and Notarial Seal, the day and year first above EVA C KEY ? Notary ID #10943269 Notary`Public, S a e of Texas My Commission Expires �rf OF iF'} August 15, 2025 DEED RESTRICTIONS - HOME Hughes House Apartments Signature Page D223059201 Page 7 of 20 OWNER: 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: Mary -Margaret Lemons Title: Secretary/Treasurer By: Cavile Place MBS SLP, Inc., a Texas corporation, its Special Limited Partner By: , Name: Kim artmann Title: Vice President/Treasurer 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 and Notarial Seal, the day and year first above written. Notary Public, State of Texas DEED RESTRICTIONS - HOME Hughes House Apartments Signature Page D223059201 Page 8 of 20 STATE OF MISSOURI CITY OF ST. LOUIS On this, the o� % 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. P•.o�rnisslo,? • O� %�� CG 1A3-20 F+'•, � ��� `O�•�NOTARY N•�� = 4. SEAL _ Lour$ St. J' �.o O` Notary Public, State of Missouri A3�� City g�'4).-CO sslon # 221 N ICII'S IAN IN WITNESS WHEREOF, Owner and the City have executed this document by duly authorized representatives, all on the date first written hereinabove. CITY OF FORT WORTH a Texas home rule municipality Fernando Costa, Assistant City Manager Date: APPROVED AS TO FORM AND LEGALITY: Denis McElroy, Assistant City Attorney STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on March_, 2023, by Fernando Costa, Assistant City Manager of the City of Fort Worth, a Texas home rule municipality, on behalf of such municipality. Notary Public, State of Texas DEED RESTRICTIONS - HOME Signature Page Hughes House Apartments D223059201 Page 9 of 20 STATE OF MISSOURI CITY OF ST. LOUIS 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 IN WITNESS WHEREOF, Owner and the City have executed this document by duly authorized representatives, all on the date first written hereinabove. CITY OF FORT WORTH a Texas home rule municipality Fernando Costa, Assistant City Manager Date: ¢ APPROVED TO FORM AND LEGALITY: Denis McElroy, s istant City Attorney %W11,� VIRGINIA R. VILLALOBOS ?° Notary Public, State of Texas Comm. Expires 12-16-2026 Notary ID 134109141 STATE OF TEXAS § § COUNTY OF TARRANT § This instrument was acknowledged before me on M ch 2023, by Fernando Costa, Assistant City Manager of the City of Fort Worth, a Texas home ule municipality, on behalf of such municipality. I�Iotar P4lic, tate of Texas DEED RESTRICTIONS - HOME Signature Page Hughes House Apartments D223059201 Page 10 of 20 EXHIBIT "A" Legal Description Owner's leasehold interest in the following: BLOCK A, PHASE 2 - 2.2064 ACRES 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 "KIIA" 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 "KIIA" 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; DEED RESTRICTIONS - HOME Hughes House Apartments Page 9 D223059201 Page 11 of 20 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 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. DEED RESTRICTIONS - HOME Hughes House Apartments Page 10 D223059201 Page 12 of 20 HUD Rider To Restrictive Covenants This RIDER TO RESTRICTIVE COVENANTS is made as of April 1, 2023, by FW Hughes House, LP ("Borrower") and the City of Fort Worth ("Agency"). WHEREAS, Borrower has obtained financing from Mason Joseph, LLC. ("Lender") for the benefit of the project known as Hughes House Apartments ("Project"), which loan is secured by a Leasehold Deed of Trust Security Agreement — Financing Statement ("Security Instrument") dated as of April 1, 2023, and will be recorded in the Real Property Records of Tarrant County, Texas ("Records") and is insured by the United States Department of Housing and Urban Development ("HUD"); WHEREAS, Borrower has received HOME funds from Agency, for which Agency is requiring certain restrictions be recorded against the Project; and WHEREAS, HUD requires as a condition of its insuring Lender's financing to the Project, that the Agency agree to the terms in this Rider; and WHEREAS, the Agency has agreed to such terms of this Rider. NOW, THEREFORE, in consideration of the foregoing and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: (a) In the event of any conflict between any provision contained elsewhere in the Restrictive Covenants and any provision contained in this Rider, the provision contained in this Rider shall govern and be controlling in all respects as set forth more fully herein. (b) The following terms shall have the following definitions: "HUD" means the United States Department of Housing and Urban Development. "HUD Regulatory Agreement" means the Regulatory Agreement between Borrower and HUD with respect to the Project, as the same may be supplemented, amended or modified from time to time. "HUD -FHA Requirements" means (i) the Mortgage Loan Documents, including without limitation, the Security Instrument, the HUD Regulatory Agreement, and (ii) Program Obligations. "Lender" means Mason Joseph, Inc., its successors and assigns. "Mortgage Loan" means the mortgage loan made by Lender to the Borrower pursuant to the Mortgage Loan Documents with respect to the Project. "Mortgage Loan Documents" means the Security Instrument, the HUD Regulatory Agreement and all other documents required by HUD or Lender in connection with the Mortgage Loan. DEED RESTRICTIONS - HOME Hughes House Apartments Page 11 D223059201 Page 13 of 20 "National Housing Act" means the National Housing Act of 1934, as amended. "Program Obligations" has the meaning set forth in the Security Instrument. "Residual Receipts" has the meaning specified in the HUD Regulatory Agreement. "Security Instrument" means the mortgage or deed of trust from Borrower in favor of Lender, as the same may be supplemented, amended or modified. "Surplus Cash" has the meaning specified in the HUD Regulatory Agreement. (c) Notwithstanding anything in the Restrictive Covenants to the contrary, Borrower covenants that it will not take or permit any action that would result in a violation of the HUD -FHA Requirements or Restrictive Covenants. In the event of any conflict between the provisions of the Restrictive Covenants and the provisions of the HUD -FHA Requirements, HUD shall be and remains entitled to enforce the HUD -FHA Requirements. Notwithstanding the foregoing, nothing herein limits the Agency's ability to enforce the terms of the Restrictive Covenants, provided such terms do not conflict with statutory provisions of the National Housing Act or the regulations related thereto. The Borrower represents and warrants that to the best of Borrower's knowledge the Restrictive Covenants impose no terms or requirements that conflict with the National Housing Act and related regulations. (d) Intentionally omitted (e) Borrower and the Agency acknowledge that Borrower's failure to comply with the covenants provided in the Restrictive Covenants does not and shall not serve as a basis for default under the HUD -FHA Requirements, unless a default also arises under the HUD -FHA Requirements. (f) Except for the Agency's reporting requirement, in enforcing the Restrictive Covenants the Agency will not file any claim against the Project, the Mortgage Loan proceeds, any reserve or deposit required by HUD in connection with the Security Instrument or HUD Regulatory Agreement, or the rents or other income from the property other than a claim against: i. Available surplus cash, if the Borrower is a for -profit entity; ii. Available distributions of surplus cash and residual receipts authorized for release by HUD, if the Borrower is a limited distribution entity; or iii. Available residual receipts authorized by HUD, if the Borrower is a non-profit entity. (g) For so long as the Mortgage Loan is outstanding, Borrower and Agency shall not further amend the Restrictive Covenants, with the exception of clerical errors or administrative correction of non - substantive matters, without HUD's prior written consent. DEED RESTRICTIONS - HOME Page 12 Hughes House Apartments D223059201 Page 14 of 20 (h) Subject to the HUD Regulatory Agreement, the Agency may require the Borrower to indemnify and hold the Agency harmless from all loss, cost, damage and expense arising from any claim or proceeding instituted against Agency relating to the subordination and covenants set forth in the Restrictive Covenants, provided, however, that Borrower's obligation to indemnify and hold the Agency harmless shall be limited to available surplus cash and/or residual receipts of the Borrower. (i) [Intentionally omitted] IN WITNESS WHEREOF, Owner and the City have executed this document by duly authorized representatives, all on the date first written hereinabove. DEED RESTRICTIONS - HOME Hughes House Apartments [SIGNATURE PAGES FOLLOW] Page 13 D223059201 Page 15 of 20 OWNER: FW HUGHES HOUSE, LP, a Texas limited partnership By: FW Hughes House GP, LLC, a Texas limited liability company, its general partner By: Cavile Place MBS SLP, Inc., a Texas corporation, its Special Limited Partner By: Name: Kim Hartmann Title: Vice President/Treasurer STATE OF TEXAS § COUNTY OF TARRANT § I HEREBY CERTIFY that on or about this day of p<., L , 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. F, I have set my hand and Notarial Seal, the day and year first above 3XaS i�*PY °�eh EVA C KEY Notary ID #10943269 Q My Commission Expires 9rfoFS�+ August 15, 2025 DEED RESTRICTIONS - HOME Hughes House Apartments D223059201 Page 16 of 20 1 AR ' 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: Mary -Margaret Lemons Title: Secretary/Treasurer By: Cavile Place MBS SLP, Inc., a Texas corporation, its Special Limited Pa r By: Name: arm Ha mann Title: Vice President/Treasurer 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 and Notarial Seal, the day and year first above written. Notary Public, State of Texas DEED RESTRICTIONS - HOME Hughes House Apartments D223059201 Page 17 of 20 STATE OF MISSOURI CITY OF ST. LOUIS On this, the ('"' day of (A. V (-,, I , 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 JINNETTANDERSON Notary Public - Notary Seal St Louis County - State of Missouri Commission Number 21937315 My Commission Expires Feb 4, 2024 00 1 P ... . IN WITNESS WHEREOF, Owner and the City have executed this document by duly authorized representatives, all on the date first written hereinabove. CITY OF FORT WORTH a Texas home rule municipality Fernando Costa, Assistant City Manager Date: APPROVED AS TO FORM AND LEGALITY: Denis McElroy, Assistant City Attorney STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this the day of , 2023, by Fernando Costa, Assistant City Manager of the City of Fort Worth, a Texas home rule municipality, on behalf of such municipality. DEED RESTRICTIONS - HOME Hughes House Apartments Notary Public, State of Texas D223059201 Page 18 of 20 STATE OF MISSOURI CITY OF ST. LOUIS 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 IN WITNESS WHEREOF, Owner and the City have executed this document by duly authorized representatives, all on the date first written hereinabove. CITY OF FORT WORTH a Texas home rule municipality Fernando'Costa, Assistant City Manager Date: 4161ZOZ3 APPROVED AS TO FORM AND LEGALITY: Den s-McElr ssistant City Attorney STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this the day of , 2023, by Fernando Costa, Assistant City Manager of the City of Fort Worth, a Texas home rule municipality, on behalf of such municipality. DEED RESTRICTIONS - HOME i,�„!lttf SE` EA AAA ez .�;PJe,arV Public, State of Texas - �'2 OM - Expires 03-31-2024 r 22..2E Notary I� 3245 Notary Public, State of Texas r 3 `024 L }6b:ai: e _ .._�e_Wi m`'id.:;q D223059201 Page 19 of 20 Exhibit A — Legal Description Owner's leasehold interest in the following: BLOCK A, PHASE 2 - 2.2064 ACRES BLOCK A, PHASE 2 - 2.2064 ACRES 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; DEED RESTRICTIONS - HOME Page 16 Hughes House Apartments D223059201 Page 20 of 20 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 "KIIA" 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 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. DEED RESTRICTIONS - HOME Hughes House Apartments Page 17 EXHIBIT "M" Not Applicable DEED RESTRICTIONS - HOME Page 47 Hughes House Apartments EXHIBIT "N" VAWA FORMS HUGHES HOUSE APARTMENTS Notice of Occupancy Rights under the Violence Against Women Act (Form HUD-5380) Model Emergency Transfer Plan for Victims of Domestic Violence, Dating Violence, Sexual Assault, or Stalking (Form HUD-5381) Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence, Sexual Assault, or Stalking (Form HUD-5383) Certification of Domestic Violence, Dating Violence, Sexual Assault, or Stalking and Alternate Documentation (Form HUD-5382) Violence, Dating Violence or Stalking Lease Addendum (Form HUD-91067) Where permitted by federal regulations, Developer may use its own forms so long as they meet the requirements of the VAWA and its accompanying regulations. Developer is responsible for ensuring that the proper forms and required actions are taken in compliance with VAWA and any applicable regulations, and acknowledges that it is solely responsible for using the appropriate forms as they may be changed from time to time. DEED RESTRICTIONS - HOME Page 48 Hughes House Apartments EXHIBIT "O" HOME REQUIREMENTS HUGHES HOUSE APARTMENTS Capitalized terms not defined herein shall have meanings assigned to them in the Contract. Developer shall ensure that the Property Manager receives a copy of the HOME Contract which outlines the HOME Regulations. Below is an outline of the HOME Requirements that the Property Manager will be responsible for while managing the HOME Units in the project. Developer shall ensure compliance with the following and include the following requirements in its property management agreement: 1. Property Manager acknowledges that the project operates under the HOME Program's Section 504 requirements. Accordingly, Property Manager shall exercise its commercially reasonable efforts to take the following steps to: Comply with Section 504 requirements and other federal accessibility requirements. The project must contain 13 Accessible Units. Of these, 9 must be accessible to individuals with mobility impairment, and 4 must be accessible to individuals with visual impairments. 2. Property Manager will follow the procedures given by Developer to rent HOME Units to tenants who have incomes at or below 80% AMI; provided however, the first tenant to occupy a High HOME Unit, as defined in the HOME Contract, must be a tenant whose annual income adjusted for family size does not exceed 60% of AMI. 3. Property Manager must manage the HOME Units as set forth in the chart below to ensure that they are occupied by tenants that are either High HOME Eligible Tenants or Low HOME Eligible Tenants as described in the chart. Of the 5 HOME Units, 0 must be HIGH HOME Units and 5 must be LOW HOME Units. The Low HOME Units must be occupied by households earning at or below 50% AMI. These very low-income tenants must occupy HOME Units at or below the Low HOME Rent. The mix of bedroom units for the HOME Units is shown on the chart below. The mix of bedrooms of the HOME Units must be proportional to the overall bedroom mix of all the units in the project. Property Manager must manage the HOME Units in accordance with the chart, the HOME Requirements and the guidelines contained in the Managing Rental Unit Mix Under HOME published by HUD at: https://files.hudexchanae. info/resources/documents/Manaaina-Rental-Unit-Mix-Under- HOME.vdf. DEED RESTRICTIONS - HOME Page 49 Hughes House Apartments HOME UNIT MIX Proposed Units 93 1-BR 69 2-BR 0 3-BR 0 4-BR (162 total) High HOME Units 0 I -BR 0 2-BR 0 3-BR 0 4-BR (0 total)* Low HOME Units 3 1-BR 2 2-BR 0 3-BR 0 4-BR (5 total)* *The HOME Units may be designated as floating, if the HOME Units are comparable to the non -assisted units in the project. 4. Property Manager must notify Developer in writing within 30 days if any HOME Unit is occupied by a tenant who is not income eligible, or if any HOME Unit remains vacant for more than 90 days. 5. The HOME Units are floating. When a "floating" unit is changed within the project, the newly designated "floating" unit must be comparable to the non -HOME assisted units. 6. Property Manager must charge the appropriate High HOME and Low HOME rents and not charge rents in excess of the HOME Program rents for any given year. These program rents change annually and Lender will provide Developer and Property Manager with updated HOME rent limits so that rents may be adjusted (not to exceed the maximum HOME rent limits). For projects that have floating HOME Units, per HUD regulations, changes may need to be made where instances of tenant's income either rises above or falls below certain thresholds. Property Manager should refer to the Managing Rental Unit Mix Under HOME found at httns:Hfiles.hudexchan2e.info/resources/documents[Managing-Rental- Unit-Mix-Under-HOME.ndf for guidance. Property Manager should retain necessary documentation to demonstrate that each HOME Unit is occupied by an income -eligible tenant. General rental housing records must be kept on -file for 5 years after the Affordability Period, as defined in the HOME Contract, ends. 7. Before executing any lease for a HOME Unit, Property Manager must verify all new tenants' income eligibility using the annual income definition in 24 CFR 5.609. Income documentation must be sufficient to show that a tenant is a HOME Eligible Household. Tenant Documentation may include but is not limited to copies of paychecks, Social Security and disability verification letters, interest or rental income statements, retirement income statements, child support and alimony verification, unemployment benefit letters, and the like for initial tenant income eligibility verifications, and the tenant income verification required every 6th year of the Affordability Period. Documentation for tenant income eligibility verifications for other than the initial lease and the 6th year of the Affordability Period shall be a Lender approved income self -certification form. Property Manager shall use the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances to determine tenant eligibility. 8. Property Manager shall maintain copies of Tenant Documentation and all tenant self - certification forms as required under the HOME Contract. DEED RESTRICTIONS - HOME Page 50 Hughes House Apartments 9. Property Manager shall submit for Lender approval a sample tenant lease prior to accepting tenant applications. This sample lease must include: a. Tenant must be given at least 30 days written notice before rent increases may be implemented, and 30 days written notice must be given notifying the tenant must vacate the unit. b. The lease term for a HOME Unit must be for at least 1 year, unless the tenant and Property Manager agree on a shorter term. c. Tenant rents may not increase until the original lease expires, or until the 1-year anniversary of tenant entering into the lease, whichever occurs first. d. HUD publishes the HIGH and LOW HOME rents annually, and Property Manager should use the numbers provided to calculate rents for the HOME Units. e. Maximum allowable HOME rents must be reduced if the tenant pays utilities. f. Tenant lease must inform tenant that their income will be reexamined annually, either at the anniversary of the initial income verification, or at lease renewal. g. Tenant lease must explicitly state that their rent may increase if the tenant is placed in a HOME Unit and at the time of income recertification, their income increases above the required thresholds. 10. Rents charged to tenants are subject to the HOME Regulations at 24 CFR 92.252 (a) and (b). Under no circumstances may the maximum rental amounts charged to tenants of HOME Units exceed the High Home Rent minus monthly allowances for utilities and services (excluding telephone) established by HUD. Property Manager agrees to abide by HUD -approved schedules of HOME rent levels and locally adopted utility allowances published by the local housing authority. Property Manager should keep records that include documentation to back up rent levels and utility allowances. 11. Property Manager must have a tenant selection policy which provides for: a. The selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; b. The prompt written notification to any rejected applicant providing the grounds for such rejection; and bi-lingual leasing and management assistance. c. Ensure that holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or similar subsidy) are not excluded from renting a unit in the Required Improvements. d. The tenant selection policy must address non-discrimination and affirmative marketing per federal guidelines. e. Market accessible units in the following order: 1. Market within the property to persons requiring an accessible unit. 2. Reference waiting list to check for persons requiring accessible unit. 3. Market to general community for persons requiring accessible unit. DEED RESTRICTIONS - HOME Page 51 Hughes House Apartments 4. Market to persons that do not require accessible unit. The tenant selection policy must address managing HOME Unit mix under HOME Regulations. The tenant selection policy must comply with state and local tenant/landlord laws. Property Manager shall adopt affirmative marketing procedures and requirements for the HOME Units. The procedures and requirements must include methods for informing the public, owners and potential tenants about fair housing laws and policies so as to ensure that all individuals, without regard for sex, age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender, are given an equal opportunity to participate in the project. The procedures and requirements must also include the designation of an individual that will be responsible for marketing the project and establishing a clear application screening plan and the maintenance of documentation and records to evidence affirmative marketing procedures have been implemented. Lender shall have no responsibility with regard to affirmative marketing of the project. Affirmative marketing procedures shall be submitted to Lender for approval prior to implementation. 12. Property Manager shall abide by all federal non-discrimination and fair housing laws. 13. Property Manager understands and agrees that it will be subject to monitoring by Lender for compliance with the HOME Regulations for the duration of the 20-year Affordability Period. Property Manager will provide reports and access to project files as requested by Lender during the Affordability Period and for 5 years after the end of the Affordability Period, and will meet all the reporting requirements set out in the HOME Contract. These requirements shall survive the early termination or expiration of the HOME Contract. Lender shall have access at all reasonable hours to the Property Manager's offices and records dealing with the HOME Units, and its officers, directors, agents, employees, and contractors for the purpose of such monitoring. DEED RESTRICTIONS - HOME Page 52 Hughes House Apartments 6/2/22, 12:02 PM M&C Review CITY COUNCIL AGENDA Create New From This M&C Official site of the City of Fort Worth, Texas FWokm DATE: 5/24/2022 REFERENCE **M&C 22- LOG NAME: 19HUGHES HOUSE - HOME NO.: 0400 UDAG FUNDS CODE: C TYPE: CONSENT PUBLIC NO HEARING: 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&counciIdate=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 apps.cfwnet.org/council_packet/mc_review.asp?ID=29953&counciIdate=5/24/2022 2/5 6/2/22, 12:02 PM M&C Review 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 followinq_ 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. apps.cfwnet.org/council_packet/mc_review.asp?ID=29953&counciIdate=5/24/2022 3/5 6/2/22, 12:02 PM 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 apps.cfwnet.org/council_packet/mc_review.asp?ID=29953&counciIdate=5/24/2022 4/5 6/2/22, 12:02 PM M&C Review 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. TO Fund Department Account Project I Program Activity Budget ID ID I Year FROM Fund Department Account Project ID ID Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS Program I Activity Budget Year Fernando Costa (6122) Victor Turner (8187) Chad LaRoque (2661) Leticia Rodriguez (7319) 19HUGHES HOUSE - HOME UDAG FUNDS funds availabilitv.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) Reference # I Amount (Chartfield 2) Reference # Amount (Chartfield 2) apps.cfwnet.org/council_packet/mc_review.asp?ID=29953&counciIdate=5/24/2022 5/5 FORT WORTH Routing and Transmittal Slip Neighborhood Services Department DOCUMENT TITLE: HOME Huahes House Home Developer Rental Contract M&C 22-0400 DATE: TO: 1. Leticia Rodriguez 2. Ronald Gonzales 3. Jannette Goodall 4. Allison Tidwell CPN CSO # 58784 RESERVED) DOC# INITIALS DATE OUT /-, -A j May 28, 2024 k& May 28, 2024 May 30, 2024 DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑ Yes X No RUSH: ❑ Yes ❑ No SAME DAY: ❑ Yes ❑ No NEXT DAY: XYes ❑ No ROUTING TO CSO: X Yes ❑ No Action Reauired: ❑ As Requested ❑ For Your Information x Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs X Attach Signature Return to: Please call Virainia Villalobos at ext. 7744 or email for pick up when completed. Thank you.