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HomeMy WebLinkAboutContract 63097Permanent Supportive Housing Agreement Rev. 06/12/2024 Riverside Senior Investments, LP Sphinx at Sierra Vista Senior Villas Apartments SPHINX AT SIERRA VISTA SENIOR VILLAS PERMANENT SUPPORTIVE HOUSING AGREEMENT THIS PERMANENT SUPPORTIVE HOUSING dated as of ___________, 2025, is entered into among Riverside Senior Investments, LP, a Texas limited partnership, and Fort Worth Housing Finance Corporation FWHFC , a Texas housing finance corporation City . RECITALS A. Riverside Senior Investments, LP Partnership and owning a 272-unit multifamily development intended for rental to senior persons of low and moderate income to be known as the Sphinx at Sierra Vista Senior Villas, to be located at 2942 South Riverside Drive, Fort Worth, Texas 76119 Project Project will be constructed is more particularly described on attached hereto (the Property B. It is a City priority to provide PSH Units Directions Home, the plan to make homelessness rare, short-term and non-recurring. In order to accomplish this goal, the FWHFC operates PSH Program on behalf of the City to provide supportive services to tenants who were chronically homeless PSH Tenants . The PSH Program requires a commitment from the Partnership to set aside a percentage of the total units of the Project as PSH Units. FWHFC is responsible for the case management and other social services for the PSH Tenants under the PSH Program PSH Services . C. To further its goal of ending homelessness, the City adopted a policy for the inclusion of PSH Units as a condition for obtaining a Resolution of No Objection from the City Council for TDHCA for 2016 Competitive (4 Tax Credits (M&C G-18831). The policy required that a minimum of 5%of the total units in a project be dedicated as market rate units and either (i) 5%of the total units in the project be dedicated as PSH Units or (ii) 10%of the total units in the project be dedicated RAD Units D. Out of the 272 units in the Project, the Partnership committed to 14 PSH Units and Units. The Project has 272 affordable units, which include the PSH Units and HOME Units. The affordable units are available for rent to tenants who make at or below 60%of Area Median Income as set annually by the U.S. HUD . E.that the Project would include 272 affordable units of which 14 would be set-aside as PSH Units, the City Council adopted a Resolution of No Objection for the Project to be included in the TDHCA for Tax Credits (Resolution No. 4691-10-2016). Permanent Supportive Housing Agreement Rev. 06/12/2024 Riverside Senior Investments, LP Sphinx at Sierra Vista Senior Villas Apartments F.The Partnership will consist of Riverside Senior Development GP, LLC as General Partner GP , a Texas limited liability company, Banyi Riverside LLC, a Texas limited liability company SLP AHP Housing Fund 204, LLC, a Delaware limited liability company, Investment Partner ) (collectively SLP and Investment Partner are sometimes referred to herein as Limited Partners , each of whose respective interests will be as set forth in a certain Amended and Restated Partnership Agreement (as may be Partnership Agreement the construction loan or loans and equity financing Closing G.FWHFC, a Texas housing finance corporation, is the Managing Member of the GP. H.FWHFC is a public instrumentality of the City of Fort Worth organized under the Texas Housing Finance Corporations Act, Chapter 394 of the Texas Local Government Code. I. The Partnership has applied to FWHS for PBV FWHS is an assumed name of the Housing Authority of the City of Fort Worth, a public housing authority organized under Chapter 392 of the Texas Local Government Code. NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the parties hereto agree as follows: AGREEMENT 1. Permanent Supportive Housing Requirements, Tenant Services, and Supportive Services. To the extent that Partnership proceeds with the development and ownership of the Project: (a)FWHFC will enter into an agreement with a qualified service provider with experience in providing case management to homeless and formerly homeless persons (the Supportive Services Provider PSH Services to the PSH Tenants in PSH Requirements B attached hereto. The scope of the PSH Services shall be determined by FWHFC but shall include at a minimum the following: (i)On-site case manager retained through the Supportive Services Provider with experience in providing case management to homeless and formerly homeless persons. FWHFC will determine the nature of the services to the PSH Tenants; (ii)The cost of providing the PSH Services shall be paid by FWHFC (estimated to be $42,000,00 per year as of the date hereof; and (iii)To the extent that either City or FWHFC determines, in their sole Permanent Supportive Housing Agreement Rev. 06/12/2024 Riverside Senior Investments, LP Sphinx at Sierra Vista Senior Villas Apartments discretion, that the PSH Units are no longer financially viable and/or are failing to , or the City or FWHFC fails to provide the PSH Services, the Partnership shall no longer be required to maintain the PSH Units. (iv)In the event that this Agreement is terminated for any reason, Partnership shall coordinate and work with FWHFC, FWHS, and/or City of Fort Worth to identify options for existing PSH Tenants, to the end that no PSH tenant should be displaced until a new housing unit for that tenant is identified. 2. Tax Credit Allocation, Financing, Rental Assistance and Reports. (a) Partnership shall have the sole responsibility of complying with the terms of all agreements pertaining to the PSH Program, as well as the terms of the agreement with FWHS for the PBV. (i)Any annual compliance report and property inspection report required for the PBV; 3. Management and Operation. (a) Sphinx Residential LLC Manager for the Project under the terms and conditions as defined in a separate property Property Management Agreement . A copy of the form of Property Management Agreement is attached hereto as C . (b) Partnership shall be responsible for ensuring the Manager is provided a copy of this Agreement and is in compliance with the PSH Requirements. The Property Management Agreement shall incorporate the PSH Requirements. 4. Indemnification. (a) By Partnership. PARTNERSHIP SHALL FULLY AND COMPLETELY INDEMNIFY, DEFEND (AT THE ELECTION OF FWHFC, BUT AT PARTNERSHIP SOLE COST) AND HOLD FWHFC HARMLESS FROM AND AGAINST ANY AND ALL OUT OF POCKET COSTS AND EXPENSES, CLAIMS, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, PENALTIES, EXPENSES AND INDEBTEDNESS THIRD PARTY AND INCURRED BY FWHFC AS A RESULT OF (A) PARTNERSHIP CONNECTION WITH PARTNERSHIP DUTIES AND RESPONSIBILITIES PURSUANT TO THIS AGREEMENT OR ITS OPERATION OF THE PROJECT OR (B) ANY VIOLATION OF APPLICABLE STATE AND/OR FEDERAL LAWS AND REGULATIONS. (b) By FWHFC. FWHFC SHALL FULLY AND COMPLETELY INDEMNIFY, DEFEND (AT THE ELECTION OF PARTNERSHIP SOLE COST) AND HOLD PARTNERSHIP HARMLESS FROM AND AGAINST ANY Permanent Supportive Housing Agreement Rev. 06/12/2024 Riverside Senior Investments, LP Sphinx at Sierra Vista Senior Villas Apartments AND ALL OUT OF POCKET COSTS AND EXPENSES, CLAIMS, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, PENALTIES, EXPENSES AND BY AND/OR PAID TO A THIRD PARTY AND INCURRED BY PARTNERSHIP AS A CONNECTION WITH THIS AGREEMENT OR ITS OPERATION OF THE PSH PROGRAM. 5. Notice. Any notice or communication required or permitted hereunder shall be given in writing, sent by (i) personal delivery, (ii) United States mail, postage prepaid, certified mail, return receipt requested or (iii) facsimile, addressed as provided in the Amended and Restated Agreement of Limited Partnership, except that notice to the Partnership, Property Manager, and FWHFC shall be sent to: If to Partnership: Banyi Riverside, LLC 3030 Lyndon B Johnson Fwy. Ste. 1350 Dallas, Texas 75234 Attention: Jideofor O. Oji Attention: Joseph N. Agumadu If to Manager: Sphinx Residential LLC 3030 Lyndon B Johnson Fwy. Ste. 1350 Dallas, Texas 75234 Attention: Joseph N. Agumadu If to FWHFC: Fort Worth Housing Finance Corporation 100 Fort Worth Trail Fort Worth, Texas 76102 Attention: Chad LaRoque With copy to: Leslie Hunt Senior Assistant City Attorney City Attorney's Office City of Fort Worth 100 Texas Trail Fort Worth, Texas 76102 6. Texas Law to Apply. This Agreement shall be construed under and in accordance with the laws of Texas. Exclusive venue shall be in a court of competent jurisdiction in Tarrant County, Texas. 7. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and/or assigns. Notwithstanding the foregoing, any assignment of rights or delegation under this Agreement shall require the consent of all parties hereto, and any such assignment and/or delegation shall be null and void absent such consent. Permanent Supportive Housing Agreement Rev. 06/12/2024 Riverside Senior Investments, LP Sphinx at Sierra Vista Senior Villas Apartments 8. Legal Construction. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. In the event any rate of interest accruing on any amounts required to be paid hereunder is usurious or otherwise forbidden under applicable law, then such rate of interest shall be automatically reduced to the maximum permitted by law, and any excess amounts shall be promptly refunded to the payor or applied to the principal indebtedness as the payor may direct. 9. Prior Agreements Superseded. This Agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. 10. Headings. The headings used in this Agreement have been included only in order to make it easier to locate the subject covered by each provision and are not to be used in construing this Agreement. 11. Assignment. No party may assign this Agreement without the prior written consent of the other parties, except as otherwise provided herein. 12. . Should any party hereto institute any action or proceeding in court to enforce any provision hereof or for damages by reason of any alleged breach of any provision of this Agreement or for any other judicial remedy, the prevailing party shall be entitled to receive from the losing party all reasonable attorneys' fees and all court costs in connection with said proceeding. Payments required by this Section shall be in addition to, and not limited by, the limitations of liability in Section 4. 13. Counterparts and Facsimiles. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In addition, this Agreement may be executed by facsimile signatures and such signatures shall be deemed an original. 14. Modification and Termination. This Agreement may not be modified or amended except by a written instrument signed by the parties hereto and referring specifically to this Agreement. This Agreement shall terminate automatically upon (i) the dissolution or winding up of Partnership pursuant to the Partnership Agreement; and (ii) the payment of all amounts required to be paid under this Agreement to any party. 15. Other Instruments. Each party shall, upon the request of the other party, execute, acknowledge and deliver any and all instruments reasonably necessary or appropriate to carry into effect the intention of the parties as expressed in this Agreement. 16. Rule of Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. Permanent Supportive Housing Agreement Rev. 06/12/2024 Riverside Senior Investments, LP Sphinx at Sierra Vista Senior Villas Apartments 17. Third Party Beneficiaries. It is agreed to by the parties to this Agreement that no other parties shall be third party beneficiaries hereunder. 18. Exclusive Dealing. No party shall, directly or indirectly, through an owner, employee, agent, representative, commissary, or affiliate, enter into discussions with (or consummate an agreement with) any party not a signatory to this Agreement with respect to the performance of the terms of this Agreement as set forth herein. 19. Public Disclosures. Each party shall consult the other and must agree as to the timing, content, and form before issuing any press release or other public disclosure related to this Agreement or the Project. However, this section does not prohibit any party from making a public disclosure regarding this Agreement and the Project if, in the opinion of its legal counsel, such disclosure is required by law. [SIGNATURES CONTAINED ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. PARTNERSHIP: Riverside Senior Investments, LP, a Texas limited partnership By: Banyi Riverside, LLC By: By: a Texas limited liability company Special Limited Partner .. ofor 0. Oji, Member Permanent Supportive Housing Agreement Riverside Senior Investments, LP Sphinx at Sierra Vista Senior Villas Apartments FORT WORTH HOUSING FINANCE CORPORATION, a Texas housing finance corporation By k� Name�s, Assistant General Manager Rev. 06/12/2024 FOR CITY OF FORT WORTH: Dianna Giordano, Assistant City Manager Date: ________________ APPROVAL RECOMMENDED Bethany Warner, Intergovernmental Relations Manager Date: ________________ APPROVED AS TO FORM AND ATTEST: LEGALITY Gavin Midgley, Assistant City Attorney Jannette S. Goodall, City Secretary Date: Date: Contract Compliance Manager: M&C No.: 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. Tara Perez Manager, Homeless Strategies Permanent Supportive Housing Agreement Rev. 06/12/2024 Riverside Senior Investments, LP Sphinx at Sierra Vista Senior Villas Apartments E Legal Description BEING all of Lot 1, Block A, SPHINX RIVERSIDE, an addition to the City of Fort Worth, Texas according to the plat thereof recorded under Instrument No. D218256645, Official Public Records of Tarrant County, Texas. Permanent Supportive Housing Agreement Rev. 06/12/2024 Riverside Senior Investments, LP Sphinx at Sierra Vista Senior Villas Apartments B Requirements for Permanent Supportive Housing Units The purpose of the PSH Units is to reduce the population of chronically homeless persons in the City of Fort Worth. The goal of the PSH Program is to provide supportive services to allow tenants to maintain stable housing. FWHFC will retain the Supportive Services Provider PSH Services Provider for the PSH Tenants. The scope of the supportive services shall be determined by FWHFC but at a minimum shall include on- site case manager with experience in providing case management to homeless and formerly homeless persons. 1. The onsite property manager for the Project (the Property Manager ) will communicate and coordinate as necessary with the Supportive Services Provider and with the providers of any rental subsidy or rental vouchers to the PSH Tenants to ensure that the objectives of the PSH Program are met. 2. PSH Tenants must meet the United States Department of Housing and Urban Development HUD definition of chronically homeless. Only those clients who meet this definition and are prioritized on the Continuum of Care for TX- permanent supportive housing list will be referred to FWHS. In the event that there is not a qualifying chronically homeless household to fill the two-bedroom units, families who have a disability and/or returns to homelessness will be referred to the project. FWHS will verify referred clients meet eligibility for a PBV. Once clients have completed both of these screenings, the PSH Services Provider will assist clients with necessary paperwork for submission to the Property Manager. The Property Manager will not unreasonably deny approved referrals submitted from FWHS for PBV for designated PSH Units, subject to availability of such units. 3. Partnership will provide, at no cost to FWHFC or the PSH Services Provider, onsite office space to be used on a non-exclusive basis by the PSH Services telephone line and internet access sufficient for the staff member to access HMIS, the Homeless Management Information System maintained by the CoC. The PSH Services Provider will coordinate with Property Manager on scheduling office space needs. The Property Manager will coordinate with the designated staff member as necessary to fulfill the purposes of the PSH Program. 4. Partnership will promptly notify FWHFC and the PSH Services Provider in writing of the specific date when lease-up of the Project will begin so that the PSH Services Provider can initiate a referral and coordination process for potential tenants for the PSH Units. 5. Partnership shall comply with all relevant Federal and State Laws, including but not limited to the Americans with Disabilities Act and the Fair Housing Act. Partnership shall promptly notify City of any and all Fair Housing Complaints involving PSH Tenants. 6. Partnership shall promptly notify in writing within 3 days and coordinate with the PSH Services Permanent Supportive Housing Agreement Rev. 06/12/2024 Riverside Senior Investments, LP Sphinx at Sierra Vista Senior Villas Apartments that involuntary termination of PSH tenancies should be avoided to the maximum extent consistent with sound management of the Project. 7. Partnership shall send monthly list of rental payments to PSH Services Provider. Permanent Supportive Housing Agreement Rev. 06/12/2024 Riverside Senior Investments, LP Sphinx at Sierra Vista Senior Villas Apartments Property Management Agreement 1 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ("Agreement") is made as of June 19, 2019, by and between RIVERSIDE SENIOR INVESTMENTS, LP, a Texas limited partnership ("Owner"), and SPHINX RESIDENTIAL, LLC, a Texas limited liability company ("Manager"). A. Owner is the owner of a 272-unit multifamily apartment complex intended for rental to persons of low and moderate income, known as Sphinx at Sierra Vista Senior Villas, and located in Fort Worth, Texas (the "Apartment Complex"). B. Riverside Senior Development GP, LLC, a Texas limited liability company, as the general partner (the "Riverside GP"), Banyi Riverside, LLC, a Texas limited liability company ("SLP") and AHP Housing Fund 204, LLC, a Delaware limited liability company ("AHF"), as the limited partner, are all of the partners of Owner. C. Owner is governed by its Amended and Restated Agreement of Limited Partnership dated as of June 19, 2019 (the "Partnership Agreement"). Capitalized terms used but not defined herein have the meanings set forth in the Partnership Agreement. D. Owner has received an allocation of HOME Investment Partnerships Program ("HOME") funds from the City of Fort Worth ("City") and as a condition for the use of the HOME funds, has agreed to include 13 HOME units ("HOME Units") and 14 Permanent Supportive Housing ("PSH") units ("PSH Units") in the Apartment Complex in accordance with the terms of City Secretary Contract No. 50852 ("HOME Contract"). E. Manager is an Affiliate of the SLP. F. Manager is engaged in the business of property management. G. Owner desires to engage Manager as property manager under the terms set forth in this Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1.Definitions. "Affiliate" means any person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with a designated Person. "Agency" means the Texas Department of Housing and Community Affairs, in its capacity as the designated agency of the State to allocate Tax Credits, acting through any authorized representative. "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision or provisions of succeeding law. 2 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 "Completion" means the lien-free completion of construction of the Apartment Complex in compliance with the plans and specifications approved by AHF, including without limitation, completion or correction of all punchlist items and seasonal items such as landscaping to the reasonable satisfaction of AHF, the issuance of all necessary permanent certificates of occupancy from the applicable governmental jurisdictions and authorities for 100% of the units in the Apartment Complex, and payment and release of all liens of subcontractors, materialmen, and other providers of labor, equipment, material and/or services to the Apartment Complex and related land as evidenced by the receipt of all unconditional lien releases from all such subcontractors, materialmen and all other providers of labor, equipment, material and/or services to the Apartment Complex and related land. "Confidential Information" shall mean the books, records, business practices, methods of operations, computer software, financial models, financial information, policies and procedures, and all other information relating to Owner and the Apartment Complex (including any such information relating to the Apartment Complex generated by Manager), which is not available to the public. "Excluded Revenues" means any revenues from condemnation or casualty proceeds, any cash advances from Owner or any partner of Owner, loss of rental insurance; refunds or rebates from suppliers or vendors, revenue from the sale of any personal or real property of Owner, late charges, cleaning fees, pet fees, deposits, or from any source other than the customary operations of the Apartment Complex. "Extended Use Agreement" means the extended low-income housing commitment executed or to be executed by Owner and properly recorded in the appropriate land records for the jurisdiction in which the Apartment Complex is located, setting forth certain terms and conditions under which the Apartment Complex is to be operated and which meets the requirements of Section 42(h)(6)(B) of the Code. "Gross Operating Revenues" means the actual monthly cash collections from the customary operations of the Apartment Complex consisting of rental, vending machine and laundry room receipts net of any costs or expenses, forfeited or applied deposits, rent claim settlements net of any collection fees, lease termination or modification payments, and other operating receipts, excluding applicable sales tax and refundable deposits; Gross Operating Revenues shall not include Excluded Revenues. "HOME Deed Restrictions" means the covenants and restrictions conveyed to the City by Owner in the Deed Restrictions HOME Funds recorded in the Real Property Records, Tarrant County Texas which burden the real property on which the Apartment Complex is built. "HOME Regulations" means the HOME Investment Partnerships Program Final Rule, 24 CFR Part 92. "HOME Requirements" means, collectively, (i) the occupancy, rent and other restrictions described in the HOME Contract; (ii) the occupancy, rent and other restrictions described in the HOME Deed Restrictions; and (iii) the requirements listed in Exhibit "A" – 3 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 HOME Requirements, incorporated into this Agreement for all purposes, for the management of the HOME Units. "Person" means any individual, partnership, corporation, trust, limited liability company or other entity. "Project Lenders" shall mean any Person in its capacity as a holder of a loan on the Apartment Complex. "Project Loans" shall mean the loans and indebtedness of Owner to the Project Lenders. "PSH Requirements" means, collectively, (i) the occupancy and other requirements described in the HOME Contract for the PSH Units; and (ii) the requirements listed in Exhibit "B" –PSH Requirements, incorporated into this Agreement for all purposes, for the management of the PSH Units. "Regulatory Agreement" means, to the extent applicable, and collectively, any regulatory agreements and/or any declaration of covenants and restrictions heretofore or hereafter entered into between Owner and the Project Lenders or any applicable government agency setting forth certain terms and conditions under which the Apartment Complex is to be operated, including without limitation the Extended Use Agreement required in connection with the Tax Credits under Section 42 of the Code, and the HOME Deed Restriction required in connection with the HOME Units under the HOME Regulations. "Regulatory Requirements" means, collectively, (a) the Tax Credit Tests; (b) the Regulatory Agreement; (c) the requirements in Section 42(g)(2)(D) of the Code that the next available unit must be rented to a low-income tenant if income rises above 140% of income limit; (d) rules and regulations regarding qualification for Tax Credits where units are vacant; and (e) rules and regulations of the Agency. "Reserve For Replacements" means the cash funded reserve for replacements required by AHF or the Project Lenders in connection with the Project Loans, which shall be used exclusively for replacement expenditures (and not operational expenditures) for the Apartment Complex. Owner shall fund a Reserve For Replacements in an amount equal to $250.00 per apartment per year, increasing by 3% per year. Commencing on the earlier of (a) the first day of each calendar month after Completion, (b) the funding of the Second Capital Contribution or (c) 18 months after the Partnership's receipt of the first certificate of occupancy for the Apartment Complex (or equivalent, including without limitation, temporary certificate of occupancy or applicable government authorization for tenant occupancy) the annual amount of contributions to the Reserve For Replacements shall be funded in twelve (12) equal monthly payments, provided that Owner shall increase the minimum funding of the Reserve For Replacements if necessary to comply with sound asset management principles. If the terms of a Project Loan impose more strict requirements regarding the funding and/or use of Reserve For Replacements, such more strict requirements shall apply. "Tax Credit" means the low-income housing tax credit allowed for low-income housing projects pursuant to Section 42 of the Code. 4 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 "Tax Credit Tests" means that: (a) at least 40% of the units in the Apartment Complex must be occupied by households with income at or below 60% of the area median gross income as required by Section 42(g)(1) of the Code; (b) gross rents paid by tenants of low-income units in the Apartment Complex must not exceed 30% of the qualifying income standard applicable to the Apartment Complex as required by Section 42(g)(2)(A) of the Code; and (c) at least 80% the gross income from the Apartment Complex in every year must be rental income from or with respect to dwelling units in the Apartment Complex used to provide living accommodations not on a transient basis. 2.Appointment of Manager. On and subject to the terms and conditions of this Agreement, Owner hereby retains Manager commencing on June 19, 2019 (the "Commencement Date") to manage and lease the Apartment Complex. 3.Term. This Agreement shall commence on the Commencement Date and, subject to Section 10 of this Agreement, shall expire on the date twelve months from the Commencement Date (the "Original Term"). The term will be automatically renewed at the end of the Original Term or any later Renewal Term (each term after the Original Term being referred to herein as a Renewal Term) for an additional one year, unless terminated in accordance with the provisions of such Section 10. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term. 4.Management Fees. In consideration of the performance by Manager of its duties and obligations hereunder, Owner shall pay to Manager a management fee ("Management Fee") equal to 5% of Gross Operating Revenues, which fee is calculated with respect to the preceding calendar month and payable on the tenth day of each calendar month, beginning with the month after the month during which the Commencement Date occurs. Manager shall submit to Owner an invoice detailing the calculation of the Management Fee each month, no later than the fifth day of the next succeeding month. If the first or last month of this Agreement is not a complete calendar month, the Management Fee for such month shall be calculated on the basis of Gross Operating Revenues for the entire month, and the amount payable for such month shall then be prorated based on the number of days during such month that this Agreement was in effect. As an Affiliate of Owner, Manager agrees to accrue the Management Fee to the extent necessary at any time to prevent a default under the Project Loans. 5.Authority and Responsibilities of Manager. (a)Independent Contractor. In the performance of its duties hereunder, the Manager shall be and act as an independent contractor, with the sole duty to supervise, manage, operate, control and direct performance of the details of its duties incident to the specified duties and obligations hereunder, subject to the rights of Owner, as described herein. Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint venture, employment relationship, or otherwise to create any liability for one party with respect to indebtedness, liabilities or obligations of the other party except as otherwise may be expressly set forth herein. (b)Standard of Care. Manager shall perform its duties and obligations in a professional, competent, businesslike and efficient manner as would a first class property manager 5 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 of apartment projects similar to the Apartment Complex and as of apartment projects generating Tax Credits. (c)Depository Accounts. All rents and other revenue from the Apartment Complex shall be deposited by Manager into one or more deposit accounts designated by Owner and insured by the Federal Deposit Insurance Corporation (each a "Depository Account"). The Depository Account shall be the sole and exclusive property of Owner, and Manager shall retain no interest therein. Manager shall not commingle the Depository Account with any other funds. Checks may be drawn upon such Depository Account only by persons authorized by Owner in writing to sign checks, at least one of whom shall be a designee of Manager. No loans shall be made from the Depository Account. Manager shall not use a "standardized clearing account" for any Depository Account. The Depository Account shall be established in the name of the Manager to be held in trust for Owner. (d)Security Deposits. Manager shall deposit and maintain all security deposits in a separate account designated by Owner and insured by the Federal Deposit Insurance Corporation (the "Security Account"). Manager shall fully fund all security deposits into the Security Account, notwithstanding whether local law requires full funding. The Security Account shall be a segregated account that is distinct from the Depository Account and any other accounts relating to the Apartment Complex or the Manager. The Security Account shall be the sole and exclusive property of Owner, and Manager shall retain no interest therein. Manager shall not commingle the Security Account with any other funds. Checks may be drawn upon the Security Account only by persons authorized by Owner in writing to sign checks, at least one of whom shall be a designee of Manager. No loans shall be made from the Security Account. Manager shall not use a "standardized clearing account" for the Security Account. The Security Account shall be established in the name of the Manager to be held in trust for Owner. (e)Budgets. Manager shall prepare and present to Owner in a format approved by Owner, prior to the Commencement Date and annually thereafter, by October 15, annual operating budgets for the following calendar year for the Apartment Complex; which once approved by Owner, AHF and Manager shall be the budget ("Budget"). Each of Owner and AHF shall submit its response to such proposed budgets to the Manager within 45 days after its receipt of such proposed budgets; each such response shall either evidence approval of the proposed budgets or shall contain specific comments and recommendations with respect thereto. If such responses are not submitted to Manager within such period, Owner and AHF will be deemed not to have approved such budget, and the approved budget for the current Fiscal Year shall carry- over and apply to the next Fiscal Year. Except in cases of emergency, without the written approval of Owner, Manager shall not incur any expenses that are not included within the approved budget for the current year. Once a Budget is approved by Owner, any variations or changes must be approved by Owner in writing. (f)Leasing, Collection of Rents, Etc. (i)Manager shall use its best efforts consistent with the standard of care set forth herein to lease apartment units in accordance with the Regulatory Requirements, the HOME Requirements and the PSH Requirements, as applicable, retain residents and maximize Gross Operating Revenues. 6 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 (ii)Manager shall sign apartment leases in its capacity as property manager hereunder. Manager shall only sign leases in the form of lease approved by Owner. Manager shall not enter into any lease which has a term greater than 12 months. (iii)Manager shall collect rents, security deposits and other charges payable by tenants in accordance with the tenant leases, and shall collect Gross Operating Revenues due Owner with respect to the Apartment Complex from all other sources, and shall deposit all such monies received immediately upon receipt as provided in Section 5(c) and Section 5(d) of this Agreement. If Manager receives Excluded Revenues, Manager shall immediately deposit same in an account designated by Owner. (iv)Manager shall pay all debt service, monthly bills and insurance premiums on the Apartment Complex from the Depository Account. Manager shall also transfer funds from the Depository Account into the account designated by Owner as the Reserve For Replacements account. (v)Manager shall, at Owner's expense, terminate leases, evict tenants, institute and settle suits for delinquent payments as Manager deems advisable, subject to other provisions of this Agreement. In connection therewith, Manager may, at Owner's expense from available cash flow, as limited by the provisions of Section 5(m) of this Agreement, consult and retain legal counsel. (vi)Manager shall, on the twenty-fifth (25th) day of each month, pay Owner an amount equal to Gross Operating Revenues, less amounts paid for approved operating expenses of the Apartment Complex in accordance with this Agreement. (vii)Manager acknowledges Owner's objective of obtaining Tax Credits for all of the units in the Apartment Complex. Manager represents and warrants that it is familiar with Section 42 of the Code and the Regulatory Requirements. Manager further acknowledges Owner's obligations to City in regard to the HOME Units and PSH Units and represents and warrants that it is familiar with the requirements of the HOME Regulations for the management of HOME-assisted units and the requirements for the management of the PSH Units. (viii)Manager agrees to operate the Apartment Complex in a manner which meets the Regulatory Requirements, and where applicable, meets the HOME Requirements and the PSH Requirements, including but not limited to the following: (A) causing the apartment units in the Apartment Complex to be leased to suitable tenants who comply with all Regulatory Requirements, to lease the HOME Units to HOME-eligible tenants, and lease the PSH Units to tenants eligible tenants; (B) obtaining from all tenants in the Apartment Complex the right to receive annual reports from such tenants concerning their incomes and family sizes and any other information required by the Regulatory Requirements, and if applicable as required by the HOME Requirements and/or the PSH requirements; 7 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 (C) execution of a lease for any rental unit in respect of which Tax Credits have been allocated to Owner only upon first obtaining certification from the tenant, and such other information as may be necessary for the Manager to determine that the tenant satisfies the income criteria for low-income housing, and if applicable, the income criteria required by the HOME Requirements or the eligibility criteria required by the PSH Requirements; (D) preparation for Owner's signature, and filing in a proper manner, of the annual certifications required by the provisions of law referred to in Section 42(g)(4) of the Code; and (E) causing the Apartment Complex to be operated in a manner that complies with all other statutes, regulations and agreements which must be complied with in order for Owner to obtain the Tax Credits with respect to all of the units in the Apartment Complex, and to comply with all statutes, regulations and agreements required to manage the HOME Units and PSH Units. (ix)Manager agrees that it will comply with the requirements of Section 42 of the Code and the HOME Regulations relating to residential building operations. (x)Manager acknowledges receipt of A.J. Johnson Consulting Services, Inc.'s Professional Property Manager's Guide to the Low-Income Housing Tax Credit Program (2014 Edition) (the "Manual") and shall comply with the terms and conditions set forth in the Manual. Manager further acknowledges receipt of a copy of the HOME Contract and shall comply with the terms and conditions set forth therein in its management of the HOME Units and the PSH Units. (xi)The responsibilities and services included in this Section 5 as part of Manager's duties shall not entitle Manager to any additional compensation over and above the Management Fee. Manager shall not be entitled to any compensation based upon any Apartment Complex financing or sale of the Apartment Complex, unless Manager is engaged pursuant to a separate agreement approved in writing by AHF to provide brokerage services in connection therewith, in which case Manager's right to compensation for Apartment Complex financing or sale shall be based upon such separate agreement. (g)Repair, Maintenance and Service. (i)At Owner's expense, Manager shall maintain the Apartment Complex in good repair and condition, consistent with the standard of care set forth herein. (ii)Subject to the other terms and conditions of this Agreement, Manager in its capacity hereunder shall execute contracts for water, electricity, gas, telephone, television, vermin or pest extermination and any other services which are necessary to properly maintain the Apartment Complex. Manager shall, in Owner's name and at Owner's expense, out of available cash flow, hire and discharge independent contractors for the repair and maintenance of the Apartment Complex. Other than tenant leases, which Manager is authorized to execute hereunder, Manager shall not, without the prior written consent of Owner, enter into any contract in name of Owner which may not be terminated without payment of penalty or premium with 30 8 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 days' notice. Manager shall act at arm's length with all contractors and shall employ no Affiliates of Manager or the General Partner without the prior written consent of Owner and AHF. (h)Manager's Employees. Manager shall have in its employ at all times a sufficient number of employees to enable it to professionally manage the Apartment Complex in accordance with the terms of this Agreement. Manager shall prepare, execute and file all forms, reports and returns required by applicable laws. All payroll costs for on-site employees shall be at Owner's expense from available cash flow. However, Owner shall not pay or reimburse Manager for all or any part of Manager's general, administrative and overhead expenses, including salaries and payroll expenses of personnel of Manager not working full time on-site. All matters pertaining to the employment and supervision of such employees shall be the sole responsibility of the Manager, which in all respects shall be the employer of such employees, and Owner shall have no liability with respect to such matters. (i)Manager's Insurance. With respect to its operations of the Apartment Complex, Manager shall carry, (i) worker's compensation insurance for compensation to any person engaged in the performance of any work undertaken under this Agreement, including employer's liability coverage with limits of not less than $1,000,000.00 for each employee and each disease; such policy must be in compliance with the statutory requirements of the state in which the Apartment Complex is located; (ii) commercial general liability insurance and excess/umbrella liability insurance policies with combined limits of not less than $5,000,000.00 per occurrence and in the aggregate; such policies shall be written on an occurrence basis, and include contractual liability and other provisions as Owner shall reasonably require; (iii) a crime insurance policy including insuring agreement for employee dishonesty, forgery and alteration, theft, disappearance and destruction, and robbery and safe burglary, with limits of liability for each insuring agreement not less than $100,000.00, with a maximum deductible of $1,000.00 per claim; (iv) if the Manager provides services similar to those set forth in this Agreement to third-party clients with which the Manager has no other affiliation, a professional liability insurance policy covering all the activities of Manager; such policy shall be written on a "claims made" basis, with limits of at least $1,000,000.00 in the aggregate and with a maximum deductible of $10,000.00; and (v) such other insurance as a first class property manager of apartment projects similar to the Apartment Complex would carry, or as reasonably required by Owner. Any loss within the deductibles shall be borne by Manager. All policies of insurance shall be maintained in effect during the period of the Agreement. Each policy shall be from an insurance company rated "A-" or higher by the A.M. Best Insurance Guide, with a financial size category rating of 12 or higher. Each policy shall be endorsed to include the provision giving Owner at least 30 days prior written notice of cancellation, non-renewal or material change of the policy. The Commercial General Liability insurance policy shall be endorsed to include as additional insured Owner and AHF. Manager shall furnish Owner with copies of all such endorsements, and with Certificates of Insurance evidencing such policies and the renewals thereof. Owner shall further have the right to receive full copies of the insurance policies for its review. Other than the cost for worker's compensation insurance, the Manager shall pay without any right of reimbursement all costs of maintaining the insurance required under this Section. (j)Owner's Insurance. Owner shall carry, at its expense, such insurance as it deems appropriate. Manager shall be named as an additional insured. 9 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 (k)Waiver of Subrogation. Manager hereby waives any and all rights of recovery against Owner, its officers, agents, partners and employees occurring out of the ownership, management and operation of the Apartment Complex for loss or damage as a result of any casualty covered and to the extent covered by its insurance policies. The Manager shall, upon obtaining the policies of insurance required by this Section, notify the insurance carrier that the foregoing waiver is contained in this Agreement and shall require such carrier to include an appropriate waiver of subrogation provision in the insurance policies. (l)Maintenance of Records. Manager agrees to keep and maintain at all times all necessary books and records relating to the leasing, management and operation of the Apartment Complex, including all books and records relating to the reporting requirements under Code Section 42 and the HOME Regulations, and to prepare and render to Owner monthly itemized accounts of receipts and disbursements incurred in connection with its leasing operation and management and a rent roll report itemizing tenants, lease expiration dates and rental rates by the 20th day of the following month. Unless Owner, in writing, expressly directs, Manager shall not be required to file any reports other than such monthly statements. An annual audit report shall be prepared at Owner's expense, out of available cash flow, showing a balance sheet and an income and expense statement, all in reasonable detail and certified by an independent Certified Public Accountant. All books, correspondence and data pertaining to the leasing, management and operation of the Apartment Complex shall, at all times, be safely preserved. Such books, correspondence and data shall be available to Owner at all reasonable times, and shall, upon the termination of this Agreement be delivered to Owner in their entirety and upon request of Owner be delivered to Owner within 30 days of such request. Manager shall maintain files of all original documents relating to reporting requirements under Section 42 of the Code, and the HOME Regulations, leases, vendors and all other business of the Apartment Complex in an orderly fashion at the Apartment Complex, which files shall be the property of Owner and shall at all times be open to Owner's inspection and available for copying at Owner's request. (m)Operating Expenses. Manager shall use reasonable efforts to minimize operating expenses by obtaining competitive pricing on all services and obtaining at least three bids on expenditures exceeding $10,000.00. Manager shall use reasonable efforts to comply with the limitations on expenditures set forth in the Budget. Manager shall obtain Owner's prior written consent before incurring on behalf of Owner any single expenditure in excess of $5,000.00 excluding utility bills and other normal and recurring expenses included in the Budget, except in an emergency in which case Manager may incur such expenses as are reasonably necessary to protect life and property. Manager shall notify Owner of any such emergency expenses as soon as practicable after they are incurred but in no event later than three days thereafter. Manager shall not request payment of any invoices, whether to itself or a third party, marked-up above cost, nor shall Manager request payment of any compliance fees, marketing fees, mark-up on employees' salary or travel or fees for personnel off-site. (n)Legal Proceedings and Compliance with Applicable Laws. (i)Manager shall promptly notify Owner, AHF, and each insurance carrier whose policy may cover a related claim, in writing, of the receipt of, or attempted service on Manager of, any demand, notice or legal process, or the occurrence of any casualty loss, injury or damage on or about the Apartment Complex. 10 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 (ii)Manager acknowledges that it is not authorized to accept service of process or any other notice on behalf of Owner. Manager shall not make representations or provide information to any Person that is inconsistent with the foregoing. (iii)Manager shall immediately provide copies to AHF of all notices and other written communications from Owner's insurance carriers with respect to accepting coverage, appointing counsel or any other matter related to a claim against Owner. (iv)Manager shall immediately provide notice to AHF of any oral or written communication relating to the Apartment Complex that Manager receives from a governmental or regulatory agency. Manager shall promptly provide AHF with a complete copy of any such written materials. (v)Manager shall fully comply and cause its employees to fully comply, with all applicable laws in connection with this Agreement and the performance of its obligations hereunder, including all federal, state and local laws, ordinances and regulations relative to the leasing, use, operation, repair and maintenance of the Apartment Complex and the operations of Manager, including without limitation, laws prohibiting discrimination in housing, employment laws (including those related to unfair labor practices), laws regarding tenant security deposits and laws regarding the storage, release and disposal of hazardous materials, and toxic substances, including without limitation, asbestos, petroleum and petroleum products. (vi)Manager agrees that it shall not, and shall not permit its employees to, cause any hazardous materials or toxic substances, to be stored, released or disposed of on or in the Apartment Complex except as may be incidental to the operation of the Apartment Complex (e.g., cleaning supplies, fertilizers, paint, pool supplies and chemicals) and then only in complete compliance with all applicable laws and regulations and in conformity with good property management. If (A) there is a violation of applicable laws regarding the storage, release and disposal of such hazardous materials, or toxic substances; or (B) Manager reasonably believes that the storage, release or disposal of any hazardous material, petroleum product, or toxic substances, could cause liability to Owner, including any releases caused by tenants, third parties or employees, on the Apartment Complex, Manager shall notify Owner immediately. (vii)Subject to the Regulatory Requirements, the HOME Requirements and the PSH Requirements, the Manager agrees that the Apartment Complex shall be offered to all prospective tenants on a nondiscriminatory basis without regard to race, color, religion, sex, family status, handicap or national origin in accordance with applicable law. (o)Computers. All computers, hardware, software, computer upgrades and maintenance in connection therewith shall be at Owner's expense. (p)Compliance Consultant. The Manager acknowledges that Owner has engaged or shall engage a compliance consultant for Owner during the Compliance Period. Owner and Manager may select A.J. Johnson Consulting Services, Inc. as the compliance consultant for Owner or such other compliance consultant Consented to by AHF. 11 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 (q)On-Site Property Manager. Manager shall provide 10 days prior written Notice to Owner and AHF for any change in the on-site property manager for the Apartment Complex. 6.Representations and Duties of Manager. The Manager represents, warrants, covenants and agrees that: (a)Manager has the authority to enter into and to perform this Agreement, to execute and deliver all documents relating to this Agreement, and to incur the obligations provided for in this Agreement. (b)When executed, this Agreement shall constitute the valid and legally binding obligations of Manager in accordance with its terms. (c)Manager has all necessary licenses, consents and permissions to enter into this Agreement, manage the Apartment Complex, and otherwise comply with and perform Manager's obligations and duties hereunder. Manager shall comply with any conditions or requirements set out in any such licenses, consents and permissions, and shall at all times operate and manage the Apartment Complex in accordance with such conditions and requirements. (d)During the term of this Agreement, Manager will be a valid corporation, duly organized under the laws of the State of its formation, and shall have full power and authority to manage the Apartment Complex, and otherwise comply with and perform Manager's obligations and duties under this Agreement. (e)The Apartment Complex shall be managed in a manner to satisfy all restrictions, including tenant income and rent restrictions, applicable to projects generating Tax Credits or assisted by HOME funds. (f)Manager shall comply with any requirements under applicable environmental laws, regulations and orders which affect the Apartment Complex. (g)Manager shall cause the Apartment Complex to be operated in a manner so that all requirements shall be met which are necessary to obtain or achieve (i) compliance with the Tax Credit Tests, and any other requirements necessary for the Apartment Complex to initially qualify, and to continue to qualify, for Tax Credits, including all applicable requirements set forth in the Regulatory Agreement and the Extended Use Agreement; (ii) issuance of Forms 8609; and (iii) issuance of all necessary permanent unconditional certificates of occupancy, including all governmental approvals required to permit occupancy of all of the apartment units in the Apartment Complex. (h)Manager shall familiarize itself with the Partnership Agreement and the Project Documents and comply with the requirements therein for the Reserve For Replacements. Withdrawals from the Reserve For Replacements shall be subject to the approval of Owner and AHF, in their sole discretion. 7.Representations of Owner. Owner represents and warrants, that: 12 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 (a)Owner has the authority to enter into and to perform this Agreement, to execute and deliver all documents relating to this Agreement, and to incur the obligations provided for in this Agreement; and (b)when executed, this Agreement, together with all documents executed pursuant hereto, shall constitute the valid and legally binding obligations of Owner in accordance with its terms. 8.Indemnification. (a)Indemnification of Owner. The Manager shall indemnify, protect, defend (with legal counsel approved by Owner) and hold harmless Owner and Owner's partners, together with their respective officers, directors, agents, employees and affiliates (collectively "Indemnitees") from and against any and all claims, demands, actions, liabilities, losses, costs, expenses, damages, penalties, interest, fines, injuries and obligations, including reasonable attorneys' fees, court costs and litigation expenses ("Claims") incurred by any Indemnitee as a result of (i) any act by Manager (or any officer, agent, employee or contractor of Manager) outside the scope of Manager's authority hereunder; (ii) any act or failure to act by Manager (or any officer, agent, employee or contractor of Manager) constituting negligence, misconduct, fraud or breach of this Agreement, other than as covered by Owner's insurance (for negligence or misconduct only) and to the extent Owner's insurance is available; (iii) Claims made by current or former employees or applicants for employment arising from hiring, supervising or firing same, or (iv) any act or omission by Manager, its employees, officers, agents or contractors in violation of any applicable law. (b)Indemnification of Manager by Owner. Owner shall indemnify, protect, defend and hold harmless Manager from and against any and all Claims incurred by Manager resulting from performance of its obligations under this Agreement, except that this indemnification shall not apply with respect to any Claims (i) resulting from any act by Manager outside the scope of Manager's authority hereunder; (ii) resulting from any act or failure to act constituting negligence, misconduct, fraud or breach of this Agreement; (iii) resulting from Claims made by current, former employees or applicants for employment arising from hiring, supervising or firing same; or (iv) any act by Manager, its employees, agents or contractors in violation of any applicable law. Owner shall control, without recourse, all aspects of Manager's defense against any Claims in matters in which Manager is entitled to indemnification under this Paragraph 8(b). If at any time during the course of such defense Owner determines, in its reasonable judgment, that such Claim results from an event, action or non-action for which Manager is not entitled to indemnification hereunder, Owner shall automatically be entitled to immediate reimbursement for all losses, costs and expenses incurred on behalf of itself and of Manager incurred to the date of such determination. (c)Survival. The provisions of this Paragraph 8 shall survive the termination of this Agreement. 13 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 9.Defaults. (a)Manager's Event of Default. Manager shall be deemed to be in default hereunder upon the happening of any of the following ("Manager's Event of Default"): (i)The failure by Manager to keep, observe or perform any covenant, agreement, term or provision of this Agreement and the continuation of such failure, in full or in part, for a period of 10 days after written notice thereof by Owner to Manager; (ii)The request by Manager for payment of any invoice, whether to itself or a third party, marked-up above cost as prohibited herein; (iii)The making of a general assignment by Manager for benefit of its creditors, the filing by Manager with any bankruptcy court of competent jurisdiction of a voluntary petition under Title 11 of U.S. Code, as amended from time to time, the filing by Manager of any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency, or other relief for debtors, Manager being the subject of any order for relief issued under such Title 11 of the U.S. Code, as amended from time to time, or the dissolution or liquidation of Manager; or (iv)The misapplication, misappropriation or commingling of funds held by Manager for the benefit of Owner, including the payment of fees to Affiliates of the Manager or the loaning of funds to Affiliates. (b)Remedies of Owner. Upon a Manager's Event of Default, Owner shall be entitled to (i) terminate in writing this Agreement effective as of the date designated by Owner (which may be the date upon which notice is given); and/or (ii) pursue any remedy at law or in equity, including without limitation, an action for compensatory damages or specific performance. All of Owner's rights and remedies shall be cumulative. (c)Owner's Event of Default. Owner shall be deemed to be in default hereunder (an "Owner's Event of Default") if Owner shall fail to keep, observe or perform any covenant, agreement, term or provision of this Agreement to be kept, observed or performed by Owner, and such default shall continue for a period of 30 days after written notice thereof by Manager to Owner, or if such default cannot be cured within such 30-day period, then such additional period as shall be reasonable, provided Owner commences to cure such default within such 30 day period and proceeds diligently to prosecute such cure to completion. (d)Remedies of Manager. Upon an Owner's Event of Default, Manager shall be entitled to (i) terminate in writing this Agreement effective as of the date designated by Owner which is at least 10 days after receipt of such notice of termination by Owner provided the Event of Default has not then been cured or such cure commenced; and/or (ii) pursue an action for the actual compensatory damages incurred by Manager (which action must take into consideration Owner's termination rights under Section 10 of this Agreement). Manager expressly agrees that termination and compensatory monetary damages are its sole rights and remedies with respect to an Owner's Event of Default and Manager expressly waives and releases the right to seek equitable 14 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 relief, including specific performance or injunctive relief, and to sue for any consequential or punitive damages. 10.Termination Rights. (a)Expiration of Term. If not sooner terminated, this Agreement shall terminate on the expiration of its term set forth in Section 3 of this Agreement. (b)Termination By Owner Upon Manager's Event of Default. Upon a Manager's Event of Default, Owner may terminate this Agreement as specified in Section 9(b) of this Agreement. (c)Termination By Manager Upon Owner's Event of Default. Upon an Owner's Event of Default, Manager may terminate this Agreement as specified in Section 9(d) of this Agreement. (d)Termination By Owner Without Cause. Even in the absence of any other express right to terminate this Agreement, Owner may terminate this Agreement at any time upon 30 days' prior written notice to Manager. (e)Termination Upon Sale of the Apartment Complex. If the Apartment Complex is sold, conveyed or transferred during the term hereof, this Agreement shall terminate at Owner's option. (f)Termination Upon Conversion or Removal. If a Conversion Event occurs (other than a Dilution Conversion Event) (each as defined in the Partnership Agreement) and SLP is removed as special limited partner pursuant to the Partnership Agreement, this Agreement shall terminate upon notice of termination from Owner on the termination date specified in such notice from Owner. (g)Effect of Termination Upon Payment of Fees. Upon the termination of this Agreement for any reason, Manager shall be entitled to its earned, but unpaid fees, for the period prior to the termination. Manager shall not be entitled to any fees relating to the period after the date of termination of this Agreement. (h)Delivery of Apartment Complex Upon Termination. Immediately after termination of this Agreement for any reason, Manager shall deliver to or as directed by Owner all funds, checks, keys, lease files, books and records and other Confidential Information (as defined below) to Owner. Immediately after termination, Manager shall leave the Apartment Complex and cause its employees to leave the Apartment Complex without causing any damage thereto. Under no circumstances shall any default by Owner give rise to any lien on the Apartment Complex or give rise to a right of Manager to stay on the Apartment Complex after the date of termination. Termination of this Agreement under any of the provisions of this Agreement shall not release either party as against the other from liability for failure to perform any of its duties or obligations as expressed herein and required to be performed prior to such termination. Manager agrees to cooperate with Owner in the obligations set forth in this Section 10(h). 15 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 11.Confidentiality. (a)Preservation of Confidentiality. In connection with the performance of obligations hereunder, Manager acknowledges that it will have access to Confidential Information. Manager shall treat such Confidential Information as proprietary to Owner and private, and shall preserve the confidentiality thereof and not disclose, or cause or permit its employees, agents or contractors to disclose, such Confidential Information. Notwithstanding the foregoing, Manager shall have the right to disclose Confidential Information if and only to the extent it is required by court order to disclose any Confidential Information. If Manager or anyone to whom Manager transmits Confidential Information pursuant to this Agreement becomes legally compelled to disclose any of the Confidential Information, Manager shall provide Owner with prompt notice thereof so that Owner may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained by Owner or Owner waives compliance with the provisions of this Agreement, Manager shall furnish or cause to be furnished only that portion of the Confidential Information which Manager is required by contract to furnish, and will exercise commercially reasonable efforts to obtain reliable assurances that confidential treatment is accorded the Confidential Information so furnished. (b)Property Right in Confidential Information. All Confidential Information shall remain the property of Owner and Manager shall have no ownership interest therein. 12.Survival of Agreement. All indemnity obligations set forth herein, all obligations to pay earned and accrued fees and expenses, all confidentiality obligations, and all obligations to perform and duties accrued prior to the date of termination shall survive the termination of this Agreement. 13.Enforcement of Agreement. This Agreement, its interpretation, performance and enforcement, and the rights and remedies of the parties hereto, shall be governed and construed by and in accordance with the law of the State in which the Apartment Complex is located. In any dispute pertaining to, or litigation or arbitration arising from the enforcement or interpretation of the provisions of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and costs, including those incurred in connection with all appellate levels, bankruptcy, mediation or otherwise to maintain such action, from the losing party. 14.Venue. Venue for any action, whether real or asserted, at law or in equity, arising out of the execution, performance or non-performance of this Agreement, shall lie in Tarrant County, Texas. 15.Assignment. Manager shall not directly or indirectly (except with the consent of Owner and AHF) sell, assign or otherwise transfer by operation of law or otherwise all or any part of the legal or beneficial interests in the Manager or all or any part of its rights or obligations under this Agreement. Subject to Section 10(e) of this Agreement, Owner may assign this Agreement to a successor owner of the Apartment Complex. A change in the constituent partners of Owner shall not constitute an assignment. If Owner assigns this Agreement to a successor owner of the Apartment Complex, such assignment shall constitute a novation, releasing Owner of all rights and obligations hereunder. 16 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 16.Notices. All notices, demands, requests or other communications to be sent by one party to the other hereunder or required by law shall be in writing and shall be deemed to have been validly given or served by delivery of same in person to the addressee or by depositing same with a nationally recognized overnight delivery service such as Federal Express for next business day delivery ("Overnight Delivery") or by depositing same in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed as follows: If to Owner: Riverside Senior Investments, LP c/o Fort Worth Housing Finance Corporation 200 Texas Street Fort Worth, Texas 76102 Attention: Fernando Costa With a copy to: Shackelford, Bowen, McKinley & Norton, LLP 9201 N. Central Expressway, Fourth Floor Dallas, Texas 75231 Attention: John Shackelford With a copy to : City Attorney's Office 200 Texas Street Fort Worth, Texas 76102 Attention: Vicki Ganske or Jo Pate With a copy to: Banyi Riverside, LLC 3030 LBJ Freeway, Suite 1350 Dallas, Texas 75234 Attention: Jideofor Oji If to Manager: Sphinx Residential, LLC 3030 LBJ Freeway, Suite 1350 Dallas, Texas 75234 Attention: Jideofor Oji To AHF: AHP Housing Fund 204, LLC 10250 Constellation Boulevard, Suite 1270 Los Angeles, California 90067 Attention: Michael L. Fowler To City: City of Fort Worth Neighborhood Services Department 200 Texas Street Fort Worth TX 76102 Attention: Assistant Director With a copy to: City Attorney's Office City of Fort Worth 200 Texas Street 17 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 Fort Worth TX 76102 Attention: JoAnn Pate, Assistant City Attorney All notices shall be effective upon such personal delivery, upon being deposited in Overnight Delivery, in the United States mail. However, with respect to notices so deposited in Overnight Delivery or the United States mail, the time period in which a response to any such notice, demand or request must be given shall commence to run from the next business day following any such deposit in Overnight Delivery, or, in the case of a deposit in the United States mail as provided above, the date on the return receipt of the Notice reflecting the date of delivery or rejection of the same by the addressee thereof. By giving to the other parties hereto at least 15 days' written notice in accordance with the provisions hereof, a party may change its address for notice purposes. 17.Miscellaneous. (a)Subordination. Since Manager is an Affiliate of the SLP, Manager agrees that the Management Fee from Owner, shall be inferior and subordinate to Debt Service Expense and the claims of AHF against Owner under or in connection with the Partnership Agreement (other than AHF's Asset Management Fee). (b)Third Party Beneficiary. AHF is a third party beneficiary of the terms of this Agreement. (c)Limitation on Liability of AHF. The Manager agrees that AHF shall not have any liability for the obligations of Owner to Manager under or in connection with this Agreement or otherwise. (d)Captions. The captions of this Agreement are inserted only for the purpose of convenient reference and do not define, limit or prescribe the scope or intent of this Agreement or any part hereof. (e)Amendments. This Agreement cannot be amended or modified except by another agreement in writing, signed by the parties to this Agreement, and also signed by AHF. (f)Entire Agreement. This Agreement embodies the entire understanding of the parties, and there are no further agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof. (g)Time is of Essence. Time is the essence hereof. (h)Construction of Document. This Agreement has been negotiated at arms' length and has been reviewed by counsel for the parties. No provision of this Agreement shall be construed against any party based upon the identity of the drafter. (i)Severability. If any provision of this Agreement or the application thereof, is held to be invalid or unenforceable, such defect shall not affect other provisions or applications of this Agreement that can be given effect without the invalid or unenforceable provisions or applications, and to this end, the provisions and applications of this Agreement shall be severable. 18 Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 (j)Waiver of Jury Trial. To the fullest extent permitted by law, each party to this agreement severally, knowingly, irrevocably and unconditionally waives any and all rights to trial by jury in any action, suit or counterclaim brought by any party to this Agreement arising in connection with, out of or otherwise relating to this Agreement; and each party to this Agreement agrees that no party will seek to consolidate any such action with any other action in which a jury trial cannot be or has not been waived. (k)No Continuing Waiver. No waiver by a party hereto of any breach of this Agreement shall be effective unless in a writing executed by such party. No waiver shall operate or be construed to be a waiver of any subsequent breach. (l)Counterparts and Duplicates. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same counterpart. Duplicates of this Agreement containing all counterpart signatures, whether produced from an electronically stored copy, digital, facsimile, photocopy, or other means, shall be treated as though the duplicate is an original copy of the Agreement and shall be deemed as evidence of the terms of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties have e�ecuted this Management Agreement as of the date �rst set forth above. OWNER: RNERSIDE SENIOR INVESTMENTS, LP, a Texas limited partnership By: RIVERSIDE SENIOR DEVELOPMENT GP, LLC, a Texas limited liability company, General Partner By: FORT WORTH HOUSING FINANCE CORPORATION, a Texas housing fmar�ce corporation, its Sole Member By: � Fernando Costa, General Manager I������ SPHTNX RESIDENTIAL, LLC, a Texas limited liability company By: Name: Title: Signature Page to Management A.greement Riverside Senior Tnvestments, LP 4842-6724-4431.2 IN WITNESS WHEREOF, the parties have executed this Management Agreement as of the date first set forth above. OWNER: RIVERSIDE SENIOR INVESTMENTS, LP, a Texas limited partnership By: RIVERSIDE SENIOR DEVELOPMENT GP, LLC, a Texas limited liability company, General Partner By: FORT WORTH HOUSING FINANCE CORPOR.ATION, a Texas housing fmance corporation, its Soie Member C MANAGER: Fennando Costa, General Manager SPHINX RESIDENTIAL, LLC, a Texas limited liability company By: Name: se h A adu Title: President Signature Page to Management Agreement Riverside Senior Investments, LP 4842-6724-44312 1 Exhibit A to Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 EXHIBIT "A" HOME REQUIREMENTS Sphinx at Sierra Vista Senior Villas Owner shall ensure that the Manager receives a copy of the HOME Contract which enforces the HOME Regulations. Below is an outline of the HOME Requirements that the Manager will be responsible for while managing the HOME Units in the Apartment Complex. Some of the Capitalized terms not defined herein shall have meanings assigned them in the HOME Contract. 1. Manager acknowledges that the Apartment Complex operates under the HOME Program Section 504 requirements. Accordingly, Manager shall exercise its commercially reasonable efforts to take the following steps to: Comply with Section 504 requirements and other federal accessibility requirements. The Apartment Complex must contain 20 Accessible Units. Of these 14 must be accessible to individuals with mobility impairment, and 6 must be accessible to individuals with visual impairments. These units should also only be rented to individuals with mobility visual impairments. 2. Manager will follow the procedures given by Owner to rent HOME Units to residents 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. 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 13 HOME Units, 10 must be HIGH HOME Units and 3 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 Apartment Complex. 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.hudexchange.info/resources/documents/Managing-Rental-Unit-Mix-Under- HOME.pdf. 2 Exhibit A to Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 HOME UNIT MIX Proposed Units (272 total) 187 1-BR 85 2-BR 0 3-BR 0 4-BR High HOME Units (10 total)* 6 1-BR 4 2-BR 0 3-BR 0 4-BR Low HOME Units (3 total)* 2 1-BR 1 2-BR 0 3-BR 0 4-BR *The HOME Units may be designated as floating, if the HOME Units are comparable to the non-assisted units in the Apartment Complex. 4. Manager must notify Owner 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 Apartment Complex, the newly designated "floating" unit must be comparable to the non-HOME assisted units. 6. 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 City will provide the Owner and 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. Manager should refer to the Managing Rental Unit Mix Under HOME found at https://files.hudexchange.info/resources/documents/Managing-Rental-Unit-Mix- Under-HOME.pdf for guidance. 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 HOME Affordability Period, as defined in the HOME Contract, ends. 7. Before executing any lease for a HOME Unit, 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 City approved income self-certification form. Manager shall use the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances to determine tenant eligibility. 8. Manager shall maintain copies of Tenant Documentation and all tenant self-certification forms as required under the HOME Contract. 3 Exhibit A to Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 9. Manager shall submit for City 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 Manager agree on a shorter term. c. Tenant rents may not increase until the original lease expires, or until 1 year anniversary of tenant entering into the lease, whichever occurs first. d. HUD publishes the HIGH and LOW HOME rents annually, and the Manager should use the numbers provided to calculate rents. 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 or 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. Manager agrees to abide by HUD approved schedules of HOME rent levels and locally adopted utility allowances published by the local housing authority. Manager should keep records that include documentation to back-up rents levels and utility allowances. 11. Manager must have a tenant selection policy which provides for: a. The selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; b. The prompt written notification to any rejected applicant of the grounds for such rejected; and bi-lingual leasing and management assistance. c. Ensure that holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or similar subsidy) are not excluded from renting a unit in the Required Improvements. d. The tenant selection policy must address non-discrimination and affirmative marketing, as per federal guidelines. 4 Exhibit A to Management Agreement Riverside Senior Investments, LP 4842-6724-4431.2 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. 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. 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 Apartment Complex. The procedures and requirements must also include the designation of an individual that will be responsible for marketing the Apartment Complex and establishing a clear application screening plan and the maintenance of documentation and records to evidence affirmative marketing procedures have been implemented. City shall have no responsibility with regard to affirmative marketing of the Apartment Complex. Affirmative marketing procedures shall be submitted to City for approval prior to implementation. 12. Manager shall abide by all federal non-discrimination and fair housing laws. 13. Manager understands and agrees that it will be subject to monitoring by City for compliance with the HOME Regulations for the duration of the 20 year Affordability Period. Manager will provide reports and access to Apartment Complex files as requested by City 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 this Agreement. This Section shall survive the termination or expiration of this Agreement. City shall have access at all reasonable hours to the Manager's offices and records dealing with the HOME Unit, and its officers, directors, agents, employees, and contractors for the purpose of such monitoring. M&C Review CITY COUNCIL AGENDA Page 1 of 3 Official site of the CiCy of Fort Worth, Texas FORTti�'ORTIi _`�'`_ COUNCIL ACTION: Approved on 9/26/2017 DATE: 9/26/2017 REFERENCE C-28409 LOG NAME: 19SIERRAVISTAHOME NO.. CODE: C TypE; NON- PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Change in Use and Expenditure of $1,100,000.00 in HOME Investment Partnerships Program Grant Funds to Riverside Senior Investments, LP, in the Form of a Subordinate Loan for the Sphinx at Sierra Vista Senior Villas to be Located at 2942 South Riverside Drive, Authorize Execution of a Contract, Authorize the Use of Neighborhood Empowerment Zone Basic Incentives as HOME Match, Authorize a Substantial Amendment to the City's 2016-2017 Action Plan and Substitution of Funding Years (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council: 1. Authorize substantial amendment to the City's 2016-2017 Action Plan; 2. Authorize the City Manager or his designee to substitute funding years in order to meet United States Department of Housing and Urban Development commitment, disbursement and expenditure deadlines; 3. Authorize the change in use and expenditure of $1,100,000.00 in prior year's HOME Investment Partnerships Program grant funds to the Riverside Senior Investments, LP in the form of a subordinate loan for the development of the Sphinx at Sierra Vista Senior Villas to be Located at 2942 South Riverside Drive; 4. Authorize the City Manager or his designee to execute a contract with Riverside Senior Investments, LP for a term of three years beginning on the date of execution of the contract; 5. Authorize the City Manager or his designee to extend the contract for two one-year extensions if Riverside Senior Investments, LP requests an extension and such extension is necessary for completion of the development; 6. Authorize the City Manager, or his designee, to amend the contract if necessary to achieve project goals provided that the amendment is within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds; and 7. Authorize the use of the basic incentives provided under the City's Neighborhood Empowerment Zone Tax Abatement Policy and Basic Incentives, such as permit and fee waivers, approved for the development of the Sphinx at Sierra Vista Senior Villas as HOME Match for the City's HOME Investment Partnerships Program grant funds. DISCUSSION: Sphinx Development Corporation proposes to build a 272 unit affordable housing development for seniors over the age of 55 with incomes at or below 60 per cent of Area Median Income. Fourteen of the units will be Permanent Supportive Housing units. The project will include a club house, business center, conference room, business lounge, fitness center, game room, and swimming pool. On http://apps.cfwnet.org/council�acket/mc review.asp?ID=25072&councildate=9/26/2017 6/27/2018 ; .. r.�- , -r - •- i • - :�. a • � - • • - • � • a; . - • •• � r .a ;�-r • •. r. - • �- - •• - r •• . • • ;• ' � �;� - • - - • ` • • • r .a- • • •,- - ,• - - •- • � • �_ _ • �• _ •• • . • a_ _ . •. . . t • � • �'- •• •_ -� •- -• • '' • � � ����. i • `�, � � . . . � � �� � . • : �',, � ."" � . �...:, � "` � . � f • i r . ..: . ���. i • . i i • i � � �. .�� • a; -+► •`. • . •• • • • �- - •• . � .�• -� • ' • • a • a• . • • •a � � ' .�• •:-� �`.' • - �- - •• • 1' • �: • �. • • •- � •- � • 1i iii ii • � r ��. i � •��� i . '���. � �': i . � �. i • i ��i . ♦� f � � • . �����, • "` � • f'� •� ����. ���. � • .�. ���. � i � :• �'.. • • .. '���.. • �. f � +'.. . . • • ��. � � • " ' "` + ��. •,'��. � " i • ',, "` • ,, • ."` i ' � ,-�. • • •�� '��. • � �. �� • _ • ,, ., "` ���. �: � ��, • • ; i • . ���. � • . : • r . ��. � ., � . . • . �, "` i'.. • ."` + . �.. • "` � ��� • .. • • � �. � . "` �.. _ •,'��. • . • ���. • • �. �'��, � . •� '��.. i •� '���. f��� .. i i � � i ���. •� '���. � � r • i.♦ �� •�'.. i� �:• • � •�'�, • ' ��, � � , � i i�. ��. � • • :"; • � • • '�. �.� . • . ���. • •���'�. '�, � • i r. • • . •�. . � +�.. � y .�:.y � � . � � � � „',, . , "` • "` i � ����. i .� • • ���. �:� . •�: . i���'�. i . � .: ����. • . � �. • • �� • . . �. �'�, � . � + �.. . . i . � ���� f '� .. • :��� . • � + '�, "` + � i : � . f • ���. i "' .. • . '���. i ���, i i � �' i, "` ����. i • "' r • ���. � . ♦ ��i • "` • �'.. . • . � i �. � ����. • . .. � . "` �. '��, • "` � � ���. � '��. � . f'� • � • • � '� i . � • •� .. .. ,,, • • '� .' i'; �� . • � � � '. � `.. . � •�. � � . �.,, y . �, � .: � �, � � � . � � � . . � �, i • � .. � "' "' +'.. • .. '��. i���. : i- a � -� • � r • � -a • i ' "r �.• � � ���. • ��. ... The expenditure of HQME funds is conditioned upon the follawing: 1. Satisfactory completion of an environmental review, pursuant to 24 CFR Part 58; 2. Authorization to use grant funds from HUD; 3. Equfty, construction and permanent financing for the development acceptable to the City; 4. Certificate of bond reservation by the Texas Bond Review Board; and 5. Closing on equity and alE other financing for the development. -+�_ _i a r• r a • -� �-�. •; • a . � r. i- - •• . � _� . . _ . •- - �.a� • � � � � • � ' a • �+ • • !'.. . • f :"` '., � � . '�, • f . �', �.� •,.', "' � f��� i "` � f��� •� i • "` � •��',. "` i�. '��, � • • , � • '��. • • i � ..�.. i i �, ;.. + � • '�... i � •� .....�. . "` � . �.. • i ',, .:": i • • '��. • � i���. �, � � �.. � �� � � y �,,. ' + y ... � � � -. . � �'.. • • .: -. .. ..: � y � . � . i :..: y � � . .. y �. • ..' •. . ��. � i ..�" i �"�.:� •• ���.� . • � i . � • . ��. �... i -. � � "` •� • i �' '��.. • � • • '��. • i�. • "` i.'�; '.. i . i •�'i i • �..:" • ���. i . • � '��, � • . i i •�� ����. i , • i � • ..; • '��.' � 1 �': ii .. • y ���. � • .�� - � � i �. - - - . � � 1 : � �. - � � i r 1 . M&C Review Page 3 of 3 in meeting its neighborhood revitalization goals. The development will benefit low and very low income City citizens by providing them with quality, accessible, affordable housing. A public comment period on the change in use of these HOME funds was held from August 21, 2017 to September 19, 2017. Any comments will be maintained by the Neighborhood Services Department, in accordance with federal regulations. The development is located in COUNCIL DISTRICT 8. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 21 � unt I7 Amount Submitted for Citv Manaqer's Office bv: Oriqinatinq Department Head: Additional Information Contact: ATTACHMENTS Sierra Vista Form 1295.pdf Sphinx at Sierra Vista Map.pdf Program Activity Budget Reference # Year (Charlfield 2' _... -- ..............__ _ --- _ ......._..._..___. _......._.....................__................._, Fernando Costa (6122) Aubrey Thagard (8187) Chad LaRoque (2661) http://apps.cfwnet.org/council�acket/mc review.asp?ID=25072&councildate=9/26/2017 6/27/2018