Loading...
HomeMy WebLinkAboutContract 45031 CffYI STATE OF TEXAS CONTRACT' COUNTY O "BAR NT This contract "'Contract" is made and entered into by and between the City" of Fort Worth (hereafter and Western Center Reserve , LLC (hereafter "Developer"), a Texas limited liability company. City and Developer may be referred to individually as a "Party"' and jointly as "the Parties". The Parties state as follows. WHEREAS, City has received a grant from the United States Department of Housing and Urban Development through the HOME Investment partnerships Program, Catalog of [Federal. Domestic Assistance stance No. 14.239, 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 nei borhood-based nonprofit housing; organizations'; 'WHEREAS, the primary purpose of the HOME program pursuant to the HOME 'Investment Partnerships het at Title 11 of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et se q. and the IOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. is to benefit low income citizens by providing them with affordable housing WHEREAS, Developer is a Texas limited liability company consisting of MV Western Center Reserve, LLC,, an Ohio limited liability company, as Managing Member; V Special Member, LLC, an Ohio limited liability company as Class "B" Managing Member; Albatross Development, L,L , a Texas, limited liability company and historically Underutilized Business as :project Member, Bank of America, N.A. as Investor Member, and Banc of America CDC Special holding Company, Inc., a North Carolina corporation, as z!ipeeial Member. The Managing Member is a single purpose entity 100% owned by MV Affordable Blousing LLC, an Ohio limited liability company, which is controlled by Mille r-Va.l ntin,e Operations, Inc., an Ohio corporation. HERE S,, Developer proposes to use HOME funds for an eligible project under the HOME Regulations whereby Developer will construct, develop, own and operate a new 120-unit multifamily rental complex in the City of Fort Worth WHEREAS, Developer has received an award of Housing "fax Credits from the Texas Department of Housing and Community Affairs to finance the development of the project to be commonly own as the Reserve at Western Center; and WHEREAS, City citizens and the City Council have determined that the development of quality, accessible, and affordable housing is needed for moderate, law, and very low-income City citizens. 0"AIL'Nalco" R'ECEI VED OCT 2 8 CITY 040TAV U, 1EIF-IVE-f OCT 2 Ig;;Iilil:;111!:Iili!:iiil;i:!,;!I 11:;;i:lIiiiii;i:ii AUI , THEREFORE, in consideration of the mutual covenants, and obligations and responsibilities contained herein, including all Exhibits and Attachments,, and subject to the terms and conditions hereinafter stated,, the Parties, understand and agree as follows: 1, INCORPORATION OF RECITALS, City and Developer hereby agree that the recitals set forth above are true and correct and for the basis upon which the Parties have entered into this Contract. 2. DEFINITIONSO In addition to terms defined in the body of this Contract, the following, terms shall have #1 the definitions ascn-ned 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 Accessible Units. Of'these 9 units, 6 must be accessible to individuals with mobility impairments, and the other 3 must be accessible to individuals with visual or hearing impairments. Act means the HOME Investment Partnerships Act at Title 11 of the Cranston Gonzales,National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. Affordable Rent means a rent amount that does not exceed the High HOME, Rent Limit published annually by HUD, with applicable adjustment for the bedroom size of the relevant 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 IRIS, HUD's project, tracking system. Affordability Requirements means the HOME Units rernain occupied by HOME Eligible Households paying Affordable Rent throughout the Affordability Period in accordance with the to of this Contract and the HOME Regulations. Area Median Income,or A 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. 20020-12,-2011. Complete Documentation means, the following documentation as applicable.- HOME DEVELOPER RENTAL CONTRACT Rev 10-17'-13 Western Center Reserve,LL C Page 2 • Attachments I and 11, with supporting documentation as follows: • Proof of expense: invoices, leases, service contracts or other documentation showing that payment is due by Developer., • Proof of payment-, cancelled checks, bank statements,, or wire transfers necessary to demonstrate that amounts were actually paid by Developer. • Other, documentation: (1) final lien releases signed by the general contractor or subcontractors, if applicable; (ii) copies of all. City pen-nits and City issued "pass" inspections for such work; (iii) documentation to show compliance with BDE or DBE bidding process for procurement or Contract activities, ifapplicable; (iv) proof of contractor', subcontractor and vendor eligibility as described in Section 6.6, and (v) any other document's or records reasonably necessary to verify costs spent for the project. • Complete Documentation shall meet the standards described in the attached Exhl"bift "J"—Standards for Complete Documentaflon. • Final reimbursement shall not be made until all liens are released to City's satisfaction. Completion means the substantial completion of the Required Improvements,, as evidenced by a HE D Department Minimal Acceptable Standard Inspection report, HUD Compliance Inspection Report and any other applicable final inspection approval from the City showing that the Required Improvements have met City and HOME standards. Completion Deadfine means December 31, 2014. DBE means disadvantaged business enterprise as defined at 49 CFA Part 261.5. Deed of Trust means any deed of trust from Developer in favor of City covering the Property and securing, the indebtedness, evidenced therein and Developer's performance of the requirements of this Contract and the of the HOME Regulations, as the same may be extended, amended, restated, supplemented or otherwise modified. 'The forrn of the Deed of' Trust is attached as Exhl'bift"E"—Loan Documents. Director means the Director of the City's HE D Department. Effectl*ve Date means the date of this Contract is fully executed by the Parties, as shown by the date written under their respective signatures. Fort rth Housing Authorifty means the Housing Authority of the City of Fort Worth, a Texas municipal housing authority. HE D Department means the City's Housing and Economic Development Department. HOMF, means the HOME Investment Partnerships Program. HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve, LL C Page 3 HOME Efigible Household means a household whose annual income adjusted for family size 11 does not exceed 80% of AMI using the most current HUD Income Guidelines and 0 1 1 echnical Guidance for Determin*n I g Income and Allowances. The definition of annual income to determine tenant income eligibility shall be, the definition contained in 24 CFA. Part 5.,609, as amended from time to time. HOME Funds means the HOME Program grant funds supplied by City to Developer under the terms of this Contract. HOME Regulations means the HOME Investment Partnerships Program Final Rule found at 24 CFR Part 92 et se q. 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 0 Exhi*bi*t "All — Project Summary. The HOME Units can be designated as either High and/oc r Low HOME units. The HOME Units are floating. This project contains 4 Home Units. Of these HOME Units, I is a one-bedroom unit, 2 are two-bedroom units, and 1, is a three-bedroom unit. 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., This project contains 4 High HOME Units. High HOME ERgible Tenant means (1) 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.EMI. 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 of this Contract. 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 applicable adjustment for the bedroom size of the relevant housing unit. High Home Rent may not exceed the maximum rent limitations established by HUD min-Lis, 'utility allowances. For the purposes of this Contract, "utility allowances" are those monthly allowances for utilities (excluding telephone) published annually by the Fort Worth Housing Authority. Hoes* g Tax Credits means the federal low income housing tax credits allocated by the Texas Department of Housing and Community Affairs acting under Section 42(h) of the Internal Revenue Code of 19,86, as amended. HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve,:PLC Page 4 TTU the n in D means ie United States Department of Housing and Urban Development. IDIS means HUD's Integrated Disbursement Information 'System. Investor Member means Bank of America, N.A., and any successors and assigns. Loan Documents, means security instruments which Developer or any other party has executed and delivered to City including without limitation, the City's Promissory Note and Deed of Trust, or any other similar security instruments evidencing, securing or guaranteeing City's interest, in the Required Improvements constructed under this Contract and further evidencing,, securing, or guaranteeing Developer"s performance of 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. Tenant income must be verified using the most current HUD Income Guidelines and Technical Guidance for Determining, Income and Allowances subject to Seat on 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. For the purposes of this Contract, "utility allowances" are those monthly allowances for utilities (excluding 'telephone) published annually by the Fort Worth Housing Authority., 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 amenitlies; 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. This project contains 01 Low HOME 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 City on or before the Effective Date, and any and all amendments thereto approved by City. 0, Promissory Note means any note in the amount of the HOME Funds executed by Developer' payable to the order of City, as the same may be extended, amended, restated, supplemented or otherwise modified. The form of the Promissory Note is attached as Exhibik El — Loan Documents. Property means the land on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve.,LLB` Page 5 Kequired Improvements, or the Project means all the improvements for a 120-unit affordable rental housing project to be constructed on the Property, together with all fixtures,, tenant improvements and appurtenances now or later to be located on the Property and/or 'in such improvements. The Required Improvements, are commonly known as the Reserve at Western, Center. The project is located at the southwest comer of Western. Center Blvd. and Watauga- Smithfield Road, Fort Worth, TX 7613 1. Reimbursement Request means all reports and other documentation described in Section 10. 41 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 I unit) in a newly constructed multifamily project must be accessible to individuals with mobility impairments, and an additional 2% of the units ( ►ut not less than I unit)must be accessible to individuals with sensory impairments. SubordWation Agreement means the Subordination Agreement among Bank ofAmerica, N.A., Developer and City outlining the relative priorities of Bank of America's construction and permanent loan and the City'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 2,4 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible Household. Documentation may include but is not limited to pay check stubs, Social Security statements, W- 2 fo .nd/or payments in lieu of earnings (unemployment) for initial tenant income eligibility verifications,1 and the tenant income verification required every 6 1h year of the Affordability Period. Documentation for tenant income eligibility verifications for other than the initial lease and the 6t" year of the Affordability Period shall be a City approved, income self-certi fication form. 3o TERM AND EXTENSION. 3.1 Term of Contract. The to of this Contract begins on the Effective Date and terminates in 3 years unless otherwise ten-ninated as provided in this Contract. 3.2 Extension of Contract. This Contract may be extended for 1 year upon Developer submitting a request for an extension in writing at least 60 days prior to the end of the Contract term. The request for s, extension shall include the reasons for the extension, a nd Developer�' anticipated budget, I 'fically construction schedule and goals and objectives for the extended term. It is, speci understood that it is within City's sole discretion whether to approve or deny Developer's request for an additional to Any such extension must be in writing as an amendment to this Contract. r11110ME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve,LLC Page 6 3.3 Term of Loan. The term of the Loan shall commence on the date of the Promissory Note and terminate (i) for the repayment of the HOME funds,, 3 years later unless extended as provided in Section 5.6.1. and (ii) for Developer's performance of the Affordability Requirements, the expiration of the Affordability Period. The Loan, both as to payment and performance shall terminate at the expiration of the Affordability Period, so long as the terms and conditions of this Contract and the Loan Documents have been met. 4. DUTIES AND RESPONSIBILITIES OF CITY'S 4.1 Provide HOME, Funds. City shall provide up to Two Hundred Forty Thousand and No/100 Dollars ($240,000.00) of HOME Funds in the form of'a subordinate loan to complete the construction of the Required Improvements, under the terms and conditions described herein (the "Loan"). 4.2 Cl ly Will Monitor. City 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 R ,2guired Improvements. Developer shall construct 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. 5.2 Use of HOME Funds. 5.2.1 Compliance with HOME Regulations and Contract, Developer shall be reimbursed fior eligible project costs, with H ME Funds only if City determines in its sole discretion that: 5.2.1.1 Costs are eligible expenditures in accordance with HOME Regulations. 5.2.1.2 Costs are in compliance with this Contract and are reasonable, and consistent with industry norms. 5.2.1.3 Complete Documentation, as applicable, is submitted by Developer. 5.2.,2 Bud ew Developer, agrees, that the HOME Funds will be paid on a reimbursement basis in accordance! with Exhibit "B" - Budget and Exhibit IICII - 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 HOME DEVELOPER RENTAL CONTRACT Rev 10-17- Western Center Reserve,LLC Page 7 discretion, 'SO long as the expenses are in compliance with Section 5.2.1 and Exhibit 66A — Project Summary, and the total amount of HOME Funds is not increased. 5.2.3 Ch2nge ire.,-Piro lect Budget. 5.2.3.1 Developer will notify City promptly of any additional funds, it receives for construction of the project, and City reserves, the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. 5.2.3.2 Developer agrees to utilize the HOME Funds to, supplement rather than supplant funds otherwise available for the project. 5.3 Payment of HOME Funds to Developer,,, HOME Funds will be disbursed to Developer upon City's approval of Developer's written and signed Reimbursement Requests, including submission of Complete Documentation to City in compliance with, Section '10. As, more particularly described in the HOME Funds Budget, City will hold back $101,0100.00, of the HOME Funds until City verges that a HOME Unit has been leased to a HOME Eligible Household. It is expressly agreed by the Parties that any HOME Funds not reimbursed to Developer in accordance with the terms of this Contract shall remain with City. 5.4 Identify Pro* E ject xpenses Paid w"th HOME Funds. Developer will keep accounts and records in such a,manner that City may readily identify and account for project expenses reimbursed, with HOME Funds. These records shall be made available to City for audit purposes and shall be retained as requi,red hereunder. 5.5 Acknowledgement of,Ljty Ea .yment of HOME Funds. Within 90 days of Completion, Developer, shall sign an acknowledgement that City has paid all, HOME Funds due under this Contract, or shall, deliver a document executed by an officer of'Dl eveloper identifying all or any portion of the HOME Funds that City has not paid to Developer. Once City has net all of its obligations for payment of HOME Funds hereunder, an officer of'Developer shall sign an acknowledgement of same. ,0-4* 5.6. Secu,rLty for ui 's Interest. To secure City's interest in the Required lmprovements and the perfon-nance of Developer's obligations, hereunder, Developer shall executethe Loan Documents and record the Deed of Trust encumbering the Property at the closing of Developer's, construction loan. No HOME Funds will be paid or reimbursed until the Deed of Trust is recorcea. The City's interest in preserving the affordability of the HOME Units will be additionally secured by the Declaration of Land Use Restn*ct,ive Covenants I ("LURA") establ'shed an e f rced by TDHCA for the 'Housing Tax Credits. The TDHCA's LURA shall restrict the project and Property to certain occupancy and rent requirements for a period of 40 years. HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve,LLC Page 8 5.6.1 Loan Terms, and Con ditio n S Developer will be required to.- 5.6.1.1 Execute and deliver the Promissory to and Deed of Trust along with any other Loan Documents required by City. 5.6.1.2 Provide City with a Mortgagee's Policy of title insurance in the amount of the Loan. 5.6.1.3 Pay all costs associated with closing the Loan. 5.6.1.4 Provide City with an estimated settlement statement from the title company at least I business day before closing. 5.6.1.5 Ensure City's, lien is subordinate only to the senior indebtedness, described in the Subordination Agreement. City, must approve in writing any se urea tinancing for the project that is to be subordinate to the Loan. 5.6.1.6 The to of the Loan shall be as specified in Section 3.3. If the project has, not been placed in service within 3 years of the date of the Promissory Note, the time for repayment of the HOME Funds shall be extended for an additional year. 5.6.1.7 Interest shall accrue at the lesser of the Applicable Federal Rate in effect on the date of the Promissory Note, or 1% per annum. The principal amount and any accrued, unpaid interest will be payable, in full on the maturity date set forth in the Promissory Note. Any payments will be applied first to accrued interest and the remainder to reduction of the principal amount. 5.6.1.8 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 o�bligations under this Contract during the Affordability Period. 5.6.1.9 Except fo�r permanent loan conversion with Developer's permanent lender, refinancing by Developer shall require the review and prior written approval of City for the purpose of ensuring compliance wan the Affordability Requirements,, which approval shall not be unreasonably withheld, conditioned or delayed. 5.6.1.10 Any failure by Developer to comply with this Section 5.6.1 will be an event of default under this Contract and the Loan Documents. HOME DEVELOPER RENTAL CONTRACT Rev 10-17- Wester Center,Reserve,L Page 9 �5.7 Maintain Affordabifit & tse, I -v acquiremen Developer shall ensure that the HOME Units shall, be occupied by HOME Eligible Households throughout, the Affordability Period as required by the HOME Regulations. Developer must notify the City in writing within 3�O 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 tor more than 90 days. Inthe event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, Developer 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. If either(1') or(ii),takes place and is not cured within the time limits described in this Section, then Developer shall pay to City 10% of the Loan amount as, liquidated damages. The Parties agree that City'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 0 include a finding by HUD, a repayment of funds to HUD by City or otherwise impact the City'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 to City is liquidated damages and not a penalty. 5.8 Affordiabifit -v Reguirements 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, any deed restrictio�ns or other,mechanism provided by HUD. Any sale or transfer of the proj,ect during the Affordability Period, excluding a transfer due to, condemnation or to obtain utility services, may at City'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 tim,e remains of the Affordability Period. Failure of' the transferee to assume the Developer's obligations under this Contract and the Loan Documents will result in termination of the Contract. In addition, City may pursue any of its remedies under the Loan documents if the transferee fails to, assume the Developer's obligations, to maintain the Affordability Requirements throughout the Affordability Period. 6. CONSTRUCTION. 6.1. Construction Schedule. Developer will construct the Required Improvements in accordance with the schedule set forth in the attached Exhl*bl*t "C:" — Construction and Reimbursement Schedule. Developer shall not begin construction until City sends a Notice to, Proceed. Developer's failure to meet the Construction Schedule (as, it may be modified in accordance with Section 14.191) shall be an event of default. 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 sole discretion., 6.1.1 Construction Inspections, The construction, of the project must pass a, HED Department Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any other applicable HOME,DEVELOPER RENTAL CONTRACT Rev 10-17-13 Westeni Center Reserve�,LLC Page 10 HUD�-required inspections during the construction period, along with any applicable final inspection approval from the City at the comp,letion of the construction of the project. 6.2 Ap O's 1 0 .Rlicable Laws,, Buticung Codes and Ordinances All plans, specifications and construction for the Required Improvements shall (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 I I of -the International Residential Code; (iv) if new construction, must conform to the Model Energy Code published by the Council of American Building Officials; and (v) must pass a HUD Compliance Inspection Report and inspection by City's HED Department inspectors. 6.3 P,ropLr 0 . q Standards During Construction. Developer shall comply with the following as applicable during the construction of the Required Improvements: (1) the Property Standards and Housing Quality Standards (HQS) contained in 24 CFR Part 9�2.25 1, (ii) Accessibility Standards under 24 CFR Part 9:2.,251(a)(2)�(i), (ill) any City property standards, and (i,v) all other accessibility standards for the project. 6.4 Lead-Based Paint ReQuirements. Developer will comply with any applicable Federal l,ead-�based paint requirements including lead screening, in buildings built prior to 1978 in accordance with 24 CFR Part 92.355 and 24 CF'R Part 35, subparts A, B, J, K, M, and R, and the Lead.- Renovation, Repair and Painting Program Final Rule, 40 CFR Part 74�5, in the construction and/or rehabilitation of the Required Improvements. A 61.5 Approval of Plans and Spec ifications,Ly Ciq Not Release o�f Res,ponsmi Approval of the Plans by City shall not co�nsti tute 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, including,, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other documents; or (ii) an assumption of'any responsibility or liability by City for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and specificatio�ns or other documents by Developer or any of its contractors or sub�con tractors, and their respective officers, agents, employees, and lower tier subcontractors. 6.6 Contractor,Subcontractor and Vendor RegWrements., Developer will 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 or 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 the City, the State of Texas, or the Federal, government. Developer must confirm that all contractors, subcontractors or vendors are not HOME DEVELOPER RENTAL,CONTRACT Rev 101-17-13 Westem Center Reserve, LLC Page I I listed on the Federal System for Award Management, www.sam-gov, and must submit printed verification of such searches (i) with the first Reimbursement Request which include invoices from any contractor or subcontractor, or (ii) prior to hiring any vendor during the operation of the project during the Affordability Period. Failure to submit such proof of search shall be an event of default,. In the event that City deten-nines, that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's general contractor shall immediately cause the contractor, subcontractor or vendor to stop work on the project. In the event that any contractor, vendor or subcontractor has been debarred, suspended, or is not properly licensed, Developer shall not be reimbursed for any work performed by such contractor,, vendor or subcontractor. However, this Section should not be construed to be an assumption of any responsibility or liability by City for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges, that the provisions of this Section pertaining to the Federal System for Award Management shall survive the termination of this Contract and be applicable for the length of the Affordability Period. 6.7. Furnish Cow ete Set of As Built"' Plans,. Developer shall furnish City a, complete set of "as built"' or marked-up plans for the project at completion of construction after all final approvals have been obtained., 70 TENANT' AND LEASE RE IRMENTS,, PROPERTY STANDA ING AFFORDABILITY PERIOD. 7.1 Income Efit*belt Developer must use the definition of annual income used by 24 CFR 5.609 to establish tenant income eligibility. Developer shall use the most current HUD Income Guidelines. Developer shall maintain Tenant Documentation sufficient to show that the HOME Units are occupied by HOME Eligible Households. 7.2 Income Verification. 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 City-approved tenant self-certification form as Tenant Documentation. Notwithstanding the foregoing, Developer must verify the m* come eligibility of all HOME Efigible Households with full Tenant Documentation every firth year of the Affordability Period. 7.2.3 Developer must maintain copies of Tenant Documentation as required under this Contract. SOME DEVELOPER RENTAL CONTRACT' Rev 10-17-13, Western Center Reserve,LLC Page 12 7.2.4 As part of its monitoring, City will review Tenant Documentation during the Affordability Period. 7.3 Tenant Lease, 7.3.l Developer, shall submit to City 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.- .3.I-I Length of`lease term shall not exceed 2 year's and may not be shorter than I year. 7.3.1.2 Lease may not include agreement by tenant to allow landlord to take, hold or sell tenant's property without notice. 7.3.1.3 Lease may not include agreement by the tenant to excuse owner from responsibility for 'Intentional or negligent acts. 7-3 l.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. 7.3.2 Developer shall provide City 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 o Section 7.3.L 7.4 Tenant Household Characteristics, 7.4.1 Developer shall provide, City with the information about the household characteristics of the first tenant renting a HOME Unit on Exhibit IIGI' — Project Compliance Report: Rental Housing. 7.4.2 At City'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. 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 City 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 HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western,Center,Reserve,,LLC Page 13 HUD-appro ed schedules of HOME rent levels and the locally adopted utility allowances published annually by the Fort Worth Housing Authority. 7.6 Tenant Selection. Within 90 days of the Effective Date, Developer must submit to City for City'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 tor: 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 frog . renting,a unit in the project. 7.6.4 The tenant selection policy must address non-discrimination and affin-native marketing as discussed in Section 7.7. 7.6.5 Developer must market Accessible Units in the following order: 'x.6.5.I 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 r,equ,ire an accessible unit. 7.6.6 The tenant selection policy must address the lease requirements described in Section 7.3. 7.6.7 The tenant selection policy must address managing HOME 'Unit requirements. 7.6.8 The tenant selection policy must comply with state and local tenant/landlord laws. H01ME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve.,LLC Page 14 7.7 Affirmative MarkethiL. Developer must adopt and implement affirmative marketing roeedures, as required by 24 C R 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, tents boot fair housing laws and policies so as to ensure that all individuals are given an equal opportunity to participate to n the project without out regard to sex, age, race,, color, creed, nationality, national on"giri, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or trar .sgend,er. The procedures and requirements must designate an individual who will be respons le for marketing g the project and must establish a clear application screening plan. They must also provide for the maintenance o f documentation and records to evidence that affirmative marketing procedures have been implemented. :developer's affirmative marketing procedures must be submitted to City for approval prior to implementation; provided however, City shall have no responsibility for affirmative marketing of the project. 7.8 fro erty Lnspections During Initial Lease-Up of SOME Units. City shall inspect all units in the project before they are placed into service. City shall inspect the HOME Units prior to a HOME Eligible Household oecu.p ng such unit to ensure that each HOME Unit meets the appropriate HOME standards. Thereafter, City will inspect the HOME Units annually. 7.9 Pr2perty,Maintenance and InsJuLc6ons Durl"M,,Affordabili 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 :dart 92. City will verify maintenance of the project to these standards through on-site 'Inspections every year. 8. ADDITIONAL HOME R,EQUIREMENTS. Developer agrees to comply with all requirements of the HOME Program as stated in the HOME regulations, including, but not limited to the following; 8.1 Environmental review. Elm HOME Funds will not be paid and costs cannot be incurred until City has conducted and completed an environmental review as required by 24 CFR part 518. 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) require Developer to repay any HOME Funds received to City and forfeit any future payments o 'I oM Funds and (iii) Developer must pay 10% of the HOME Funds to City as liquidated damages. The Parties agree that City's actual damages in the evert of Developer violating, this Section are uncertain and would be iffic .lt to ascertain and may include a. finding by HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant or other federal grant funds. Therefore, the parties agree that payment t under this HOME DEVELOPER RFN"r'AL CONTRACT Rev o- 7-13 Western Center Reserve,LLC Page 15 Section of 10% of the Loan amount by Developer to City is liquidated damages and not a penalty. 8.1.2 Mitigation, Developer must take the mitigation actions outlined in Exhibit "A-219 — Environmental 0 M A 0 ti at l+i, gatio�n Actions. Failure to complete the required mitigation action is an event of default under this Contract. 8.2 Intention li Omitted. *a 8.3. Monitor 8.3.1 Developer understands and agrees -that during the Affordability Period and for 5 years after the Affordability Period ten-ninates, it will be subject to monitoring by City for compliance with the HOME Regulations during the Affordability Period. Developer will provide reports and access to project files as requested by City during the Affordability Period and for 5 years after it ends. 8,.3.2 Representatives of City, HUD 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 that are related to the use of the HOME Funds, that are the basi,s of this Contract, and to its officers, directors, 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, City reserves the right to perform desk reviews or on-site monitoring of Developer's compliance with the terms and conditions of this Contract and the Lo�an. After each monitoring visit, City shall provide Developer with a written report of the monitor's findings. If'the monitoring report notes deficiencies in Developer's, performance,: the report shall include requirements for -the timely correction, of said deficiencies by Developer., Failure by Developer to take the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein or City may take all actions allowed in the Loan Documents. 8.3.4 This Section 8.3 sball survive the earlier termination or expiration, of this Contract and be applicable for the duration of the Affordability Period and for 5 years thereafter. 0 8.4 Compliance with the Uniform Relocation Act, If applicable, Developer shall comply with the relocation requirements of 24 CPR Part 92.3513 and all other applicable Federal and state laws and City ordinances, and requirements pertaining to relocation. 8.5 C'o Rance with Davis Baeo If applicable, Developer and its general contractor and all lower tier subcontractors will comply with the Davis-Bacon Act as described in Section 14.14 and Exhibit 11H11 — Davis- Bacon Requirements,— Federal Labor Standards, Provisions. HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 We stem Center Reserve,LLC Page 16 8.6, Deyeloper Procurement Standards, Developer shall ensure that procurement of materials and services is done in a cost effective manner., Developer, shall comply with all applicable federal, state and local laws, ,regulations, and ordinances, for making procurements under this Contract. 8.7 Copyright and Patent Rights., No reports, maps, or other documents produced in whole or in part under th*s Contract shall be the subject of an application for copyright by or on behalf of Developer. HUD and City shall possess all rights to invention, or discovery, as well as rights, in data, which may an'se as, a result of D�evelopler's performance under this Contract. 8.8 Terms Appficable to Contractors,,11 Subcontractors and Vendors,. Developer understands and agrees that 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, perfomi any work in, connection with the project. Developer shall, cause all applicable prov,i,sions 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 regard,ing, the Affordability Requirements and the HOME Regulations dun*ng the Affordability Period. Developer shall monitor the services and work performed by its, contractors,, subcontractors and vendors on, a regular basis, for compliance with the Affordability I nsible to, cure Requirements, the HOME Regulations and Contract prov,isions. Developer 'is r�esp:o all, violations ofthe HOME Regulations committed by its contractors, subcontraictors, or vendors. City maintains the n*ght to insist on Developer's ffill compliance with the terms, of this Contract and the HOME Regulations and, Developer is responsible for such compliance regardless of whether actions to falfill the requirements of this Contract or the 'HOME Regulations are ta I Ken by Developer or by Developer's, contractors, subcontractors or vendors. Developer acknowledges that the provisi,ons of this Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Affordability Period., 8.9 Pavment and, Performance Bonds., Subject to the requirements of 24 CFR Part 85.36, Developer shall furnish City with payment and performance bonds in a form acceptable to City in the amount of the construction cost for the Development but not less than $1240,00,0.00. 9. RECORD KEEPING. REPORTING AND DOCUMENTATION WIN" po" REQUIREMENTSIgI,GHT1 TO AUDIT. 9.1 Record Keeping. Developer shall maintain a record-keep�ing system as part of its Performance of this Contract and shall promptly provide City with copies of any document City deems necessary for the effective fulfillment of Cit,y's, monitorifig and evaluation responsibilities. Specifically, Developer will keep or cause to be kept an accurate record of all actions taken, and all funds spent, with supporting and back-up, documentation 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., Ifany claim, litigation., or, audit 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. HOME,DEVELOPER RENTAL,CONTRACT Rev 101-17-13 We�steni,Center Reserve,LLC Page 17' 9.1.,2 Access to ec City representatives and HUD or ether, federal agency representatives will have Ul access to, are 'the right to x re audit excerpt and/or transcribe an o Developer's records p r pertaining to all matters covered by this Contract throughout the Affordability Period and for years thereafter. Such access shall be during regular business hours upon 48 hours prior notice., Reports. Developer will submit to City all reports and documentation described in this Contract in such fore as City may prescribe. Developer may also be required to submit and/or final financial repot if required City at the termination of this Contract and/or, the tennination submit any report or documentation described this, Contract to City shall be an evert off"de a .t olf'this Contract and City may exerclse all of it remedies for default under this Contract and Loan Documents. 9. Chen e Reporting, e eats r s. City retains, the right, to changle reporting requirements and fps at its City . will noitify Developer in writing at least 3 0 days prior to the effective date of such chap the'Parties, shall execute an amendment to the Contract reflecting such change if necessary. 9.4 CiLty Reserves the Rjght to Audit,, City reserves the right to, perform an audit of Developer's project operations, and tir antes, at any time during the term of this Contract or the Affordability Period and for 5 years thereafter, if City determines that such audit is necessary, for City's compliance with the HOME Regulations or other City, o ie yes and, Developer agrees to, allow access to all pertinent materials as described herein.. such audit reveals a questioned practice or expenditure, sue questions must be resolved within ire business days, after notice to Developer of such enti re practice or expenditure. questions are r ot resolved within this period, City reserves the right t. withhold further funding under this, and/or future contract(s) with eve er. IF AS A RESULT OF ANY AUDIT IT IS, DETERMINED THAT DEVELOPER HAS FALSIFIED ANY' DOCUMENTATION SUS D MISAPPLIED MISAPPROPRIATED HOME FUNS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES, REIMBURSE CITY THE AMOUNT SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS,, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY BUD BECAUSE REIMBURSEMENT T Developer shall provide City with Complete Documentation as applicable and the following reports as show n in exhibit F Reimbursement Forms with each Reimbursement Request: HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve, C Rage 1. 10.1 Attachment I—Invoi 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 cons,istent with the terms and conditions of this Contract,, and the data contained in the report is true and correct. 10.2 Attachment 11 —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 Submitt"n gRem i. Dursement Re nests.- All Reimbursement Requests along with Complete Documentation shall be submitted by Developer to City within 60, days from each of the deadlines as shown, in Exhibit 110111 — Construction and Reimbursement Schedule. I .4 Withhold!P.&I'a-vrent. CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT' IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN Exhibit "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.. 11 DEFAULT AND TERMINATION. 11.1 lailure to Beum" or Complete the Rewuired Improvements 11.1.1 If Developer fails to begin construction, which for purposes of this Contract shall mean pouring foundations on the Required Improvements, within 12 months of the execution of this Contract, this Contract shall automatically terminate without further warning or opportunity to cure, and with no penalty or liability to City. 11.1.2 If City determines that the Required Improvements were not completed by the Completion Deadline 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, City shall have the right to to mate this Contract with no penalty or liability to C�ity., Faith such ten-nination to be effective immediately upon written notice. City shall also, be entitled to demand repayment of the HOME Funds and enforce any of the provisions of Loan documents for default. HOME DEVELOPER RENTAL CONTRACT Rev 10-1743 Western Center Reserve,LL C Page 19 1 .2 Failure to Sub'Subnn't Complete Documentation Durinp,Construction.. 1,1.2.1 If Developer fails to submit all applicable Complete Documentation during construction of the Required Improvements in accordance with Exhibit "C" — Construction and Reimbursement Schedulel 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 City, City will notify Developer in writing and the Developer will have 15 calendar days from the date of the written notice to swat or resubmit any such report or documentation., If Developer fails to submit or resubmit any such report or documentation within such tire, City shall have the right t t o withhold payments. f such failure continues for an additional 15 days a total of 30 days) City shall have the right to terminate it ate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything,to the contrary herein, City will not he required to pay any HOME Funds to Developer during the period that any such report or documentation is not in compliance wtth this Contract or the HOME Regulations. .i.2.2 If any of Developer's Reimbursement Requests are incomplete ete or otherwise not in compliance, with this Contract or the HOME Regulations as determined by City, City w i notify Developer in writing of such default and the Developer will have 5 calendar days from the date of"the written notice to resubmit any such Reimbursement Request to enure the default. If the :Developer fails to cure the default within such tim , Developer shall forfeit any payments otherwise due under such Reimbursement Request. If such failure to resubmit sup Reim ursemet t Request continues for an additional 5 days total of 30 days), the City squall. have the n ht to terminate this Contract effective immediately upon written notice of'such intent with no penalty or liability, to City. Notwithstanding anything to the contrary herein, City will not he required to pay any HOME Funds to Developer during -the period that any suci, Reimbursement Request, is not in compliance with this Contract or the HOME Regulations., 11.2.3 In the event of more than 2 instances of default, enured or uncure(,l, under Sections 11.2.1 or l l 2 , City reserves the right at its sole option to terminate this Contract five Immediately� on written notice of such intent with no penalty or liability to City. et�'�et � .2. Notwithstanding anythir to the contrary herein, City will not he required to a . HOME Funds to Developer during the period that any Lei huur serer t Requests, reports "ay any documentation are past due or are not in compliance with this Contract or the HOME or p � . Regulations, or during, any period during which Developer is in default of this Contract. 11.2.5 In, the event o f termination under this Section i .2, all HOME Funds awarded but unpaid` to Developer pursuant to this Contract �� h immediately t�l �oreited and Developer Shull have no further right, to such f ME funds. Any HO Funds, already paid to Developer mus t be i to City within 3 days of'termination under this Section. Failure to repay such HOME rep �" � Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. :for el,arffication, the defaults and related remedies set out in this Section use of intended to urine from, mathematical errors or other minor defects i a Reimbursement Request. HOME DEVELOPER RENTAL AL C NT C este m Center Reserve,L C Page 2 V; 11.3 Failure nld to Subt Re aired Reports, and Documentati"on Du rin* oh Affordabi i!y-Period. If Developer falls to maintain all records and documentation as required in Section 9"", or falls to submit any report or documentation required by this Contract after the Required Improvements are completed, or the submitted report, or documentation is not in compliance with this Contract or the HOME Regulations as determined by City, City will notify Developer in writing and the Developer will have 30 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 City. If Developer fails to maintain the required reports or documentation,, or submit or resubmit any such report or documentation within such time City shall have the fight to ten-ninate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. In the event of termination under this Section 11.3 any HOME Funds paid to Developer must he repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City or 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 under -this Contract if Developer breaches any to or condition, of this Contract. In. the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be s if pec, ied herein), or if Developer, has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by both Parties mutually and in good faith, City shall have the fight to elect, in City's sole discretion, to (i) extend Developer's time to cure, (il) terminate this Contract effective immediately upon written notice of such intent to Developer, or (iii) pursue any other legal remedies available to City. 11.4.2 In the event oftermination under this Section 11.4, all HOME Funds awarded but unpaid to Developer pursuant to -this Contract sball 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 City within 3 days of ten-nination. Failure to repay such HOME Funds, will result in City exercising all legal remedies available to City 'under this Contract or the Loan Documents. -11.5 No Funds Disbursed while in Breach. Developer understands and agrees that no HOME 'Funds, will be paid to Developer until all defaults are cured to the satisfaction of City. 11.6 No CoMpensation After Date of Term.ination. 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 Rev 10-17-13 Western Center,Reserve,LLC Page 21 11.7 Rights of C1 Nut Affected. Termination shal,l not feet or terminate ate are of the existing rights of City against Developer, or which may thereafter accrue because of such default, and this provision shall he in addition to any and all other rights and rernedies, available to City under the law and Loan Documents, including,, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terms of the Contract. Such termination does not terminate any applicable provisions of this Contract that have been expressly noted as surviving the term or termination of this Contract. 11.8 Waiver of Bread Not Waiver of Subseguent Breach. The waiver of a breach of any term, covenant, or condition of this Contract shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. 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 Ternn'natiun for Cause. 11.1 .1 City may terminate this Contract in the event of Developer's default, inability, or failure to perform subject to notice, grace and cure periods. In the event City terminates this Contract for cause, all SOME Funds awarded but unpaid to Developer pursuant to this Contract shall he immediately rescinded and Developer shall have no ftirther right to such funds and any HOME Funds already paid to Developer must he repaid to City within 30 days of to ination.. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the loan Documents. DEVELOPER ACKNOWLEDGES D AGREES THAT IF CITY TERMINATES THIS CONTRACT T FOR CAUSE, DEVELOPER OR ANY AFFILIATES OF EVELOPER SHAL L NOT BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS S F A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION., In such event, and upon frill repayment of any HOME hands previously advanced,,, the termination of the Contract shall have the effect of retuning the Parties to their respective circumstances as existed prior to the execution of this Contract, and no terms or obligations shall survive the date of termination, including, but not limited to, reporting, inspections or the Affordability Period. 11.1 0.2 Developer may terminate this Contract if City 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, and no terms or obligations, shall survive the date of termination, including, but not limited to, reporting, inspections or the Affordability Period. 11.11 Term ination for Convenience. In terminating in accordance with 24 C.F.R. 85.44, this Contract may he terminated in whole or in part only as follows: HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Custer Reserve,,L C Page 22 11.11.1 By City with the consent of Developer in which case the Parties shall agree upon the termination conditions,, including the effective date and in the case of partial termination, the portion to be terminated, or 11.11.2 By Developer upon written notification to City setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. In the case of a, partial termination, if City determines that the remaining portion of the Contract to be performed or HOME Funds to be spent will not accomplish the purposes for which the Contract was made, City may terminate the Contract in its entirety. I I-11,.13 In the event of termination of the entire Contract under this Section 11.11 the termination shall have the effect of returning the Parties, to their respective circumstances as existed prior to the execution of this Contract, and no terms or obligations shall survive the date ofterm'Ination including, but not limited to, reporting, inspections or the Affordability Period., 11.12 Plessolution 01"Devel2per T;ermm* ates Contract, In the event, Developer is dissolved or ceases to exist, this Contract shall ten-ninate. In the event oftermination under this Section, all HOME Funds are subject to repayment and/or City may exercise all of its remedies under this Contract and the Loan Documents. 11.13 Notice of Ternu*nafion under Subordffiaflon Agreement, City shall not terminate this Contract without first giving notice and opportunity to cure to the Senior Lender as required in the Subordination Agreement. 12. REPAYMENT OF HOME FUNDS, All HOME Funds are subject to repayment in the event the project co�es not meet the requirements as set out in this Contract or in the HOME Regulations. If'D,eve loiler takes any actl*on that results M CI*ty being required to repay all or any portion of the HOME Funds, to HUD, Developer agrees it will, reimburse City for such repayment. If Developer takes any. 'J, 00 It action that results 1"n City receiving a imaing from HUD about the project.) whether or not repayment to HUD is requirec I i of City, Developer agrees I*t will pay Oty 10%, of the HOME Funds as fiquidated damages. The Parties, agree that City'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 City's HOME grant or other federal grant, funds, in addition to a finding by HUD or a repayment of funds to HUD by City. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to City is liquidated damages and not a penalty. 0. MATERIAL OWNERSHIP CHANGE, Subject to Investor Member transfers in accordance with Developer's Operating Agreement or otherwise with City consent, and subject to the terms of the Deed of Trust, if ownership of the Developer materially changes after the date of this Contract, City may but is not obligated to, terminate this Contract. City has 3 days to make such determination after receipt of notice from, Developer and failure to make such determination in that time period will H01ME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve.,LL C Page 23 constitute a waiver. In the event of termination under this Section 1,3, 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. Any HOME Funds already paid to Developer must be repaid to City within 30 days of termination under this Section. In such event and upon full repayment of any HOME funds previously advanced, 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, and no terms or obligations shall survive the date of termin including,ncluding, but not limited to, reporting, inspections or the Affordability Period. 14. GENERAL PROVISIONS 14.1 Developer an Independent Contractor. Developer shall operate hereunder as an independent contractor and not as an officer, agent,, servant or employee of City. Developer shall have exclusive control of, and the exclusive right to control, the details of the work and services perfonned 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 des pondeat Superior. The doctrine of respondeat superior shall not apply as between City and Developer, its officers, members, agents, servants, employees, contractors,, subcontractors, vendors, tenants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Developer. City does not have the legal right to control the details, of the tasks performed hereunder by Developer, its officers, members, agents, employees, contractors, subcontractors,, vendors, licensees or invitees. 14.3 Developer Pro Re City shall under no circumstances be responsible for any property belonging to Developer, its 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 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. 14.4 Reli ions Or2anizat'l-on, 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, aris,ing out of the execution, performance, attempted performance or non-performance of this Contract, shall lie in Tarrant County, Texas. HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve,L Page 24 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 Severabill"r. 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� 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 hereto concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement which purports to vary the tears of this Contract shall be void. Any amendment's to the terms of this Contract must be in writing and must be executed by the Parties. 14.9 taro gra]2h Headings for Reference 0n1v Leeal S' No . !gnifica,nce,• 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. The words "include" and ` including" whenever used herein shall be deemed to be followed by the words "without limitation".. IN lance 14.101 Co mpiiance With AII.Apjpficable Laws and &gulafions. Developer agrees to comply fully with all applicable laws and regulations that are, currently in effect or that are hereafter amended during the perf or mance 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 20010d 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 (4 U.S.C. Sections 3601 et seq.) Executive Orders 110,63, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60: The Age Discrimination in Employment,of 1967 The Age Discrimination Act of 1975 (42 U.S.C. Sections, 61,01 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) (44UI�A`) 140ME DEVELOPER RENTAL CONTRAC,r Rev 101-17-13 Western Center Reserve,LLC Page 25 Section 504 of the Rehabilitation Act of 1973 (29U.S.C. Sections 794 et seq.) and 24 CFR Part 8 where applicable National Environmental Policy Act of 69, as amendedl 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 (3 U.S.C. Sections 1251 et seq.), related Executive Order 11,738 and Environmental Protection Agency Regulations at 40 CFR Part D. 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 19,68 as amended (42 U.S.C. sections 41,51 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 2,4 CFR Part 882.708(c) pertaining to site and neighborhood standards for new construction projects Regulations at 24 CFR Part 983.6 for Site andNeighborhood Standards Review Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act �o Guidelines of the Environmental Protection Agency at 40 CFR Part 247 For contracts and sr bgrants for construction or repair,r, 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 1,03 and 1017 of the Contract Work Hours and Safety Standards Act (4,0 U.S.C. 3127A 300) as supplemented,by 29 CFR Part 5 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 1 2 (42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R Regulations at 24, M'F'R Part 92,, Home Investment Partnerships Program Final Rule 114.11 HUD Assisted Pro' t and other Econo _jects and Empt2ymen Irme 0j2portunities: Se ct*i on 3 Requirements, 1 14.11.1 Rtguirement that Law Be Quotect in Covered Contracts. — Certain Rtguirements Pertaining to Section 3 of the HoUS*l and Urban Development Act of 1968 as Amended (12 U&C, Sections 1701 et seq., and its Related Re at 2,4 CFR Part t35 HOME DEVELOPER RENTAL CONTRACT Rev 10-17 13 Western Center Reserve,LLC Page 26 If the construction of the Required Improvements will cause the creation of new employment, training, or contracting opportunities on a, contractor or subcontractor level resulting from the expenditure of the HOME Funds,, Developer shall comply with the following and will ensure that its contractors also comply. If the work perfon-ned under this Contract is on a project assisted under a program, providing direct Federal, financial assistance from HUD, Section 3 of 24 CF R 135.38 ("Section Y) requires that the following clause, shown in italics, be inserted in all covered contracts ("Section 3 Clause"): Section to be quoted in covered contracts begins: A. The work to be Performed under this contract is subject to the re uirements of Section 3 of Housing and Urban Development Act Qt'1968, as amended, 12 U.S.C. section 1701 u (Section 3). The purpose of*Section 3 is to ensure that emplo ment and other economic opportunities generated by HUD y assisted or HUD-assisted projects covered 4v Section 3, shall to the greatest extent feasible, be directed to low- and very-low income persons", particularly persons who are recipients of HUD assistancefor housing. Bl. The parties to this contract agree to comply with HUD's regulations In 24 CF1? Part 135, which implement Section 3. As evidenced by their execution cif' this contract, the parties to this contract certift that they are tinder no contractual or other impediment that would prevent the from complying with the Part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other understanding, if'any, a notice advising the labor organization or workers' representatives of the contractor's commitments tinder this Section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 pr�./erence, shall set forth *Iabil*ty of'apprentice and aval 1 minimum number andj'ob titles subject to hire, training positions, the qualif ice tions.for each.,- and the, name and location of the person(s) taking applications for each of the positions; and the anticipated date the wok shall begin. A The contractor agrees that it will include this Section 3 clause in every subcontract to comp 4y with regulation in 24 CT"R' Part 13'5, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon finding that the subcontractor is in violation oJ'the regulations in 24 CFR Part .135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been, Pund in violation oj`regulations in 24 CFR 135. E. The contractor will Bert if that an vacant employment positions, Y including training positions that are filed: (1) afier the contractor is selected but before the contract is executed, and(2) with,persons other than those to whom the regulations of'24 CF R Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CT'R 135. ROME D EVES.OPER RENTAL CONTRACT Rev 10-17-13 Westem Center Reserve,LLC Page 27 Ir. Noncompliance with HUD I s regulation in 24 CYR Part 1'35 may result in sanctions, termination of this con or default, and debarment or suspension from f rture.HUD assisted contracts'. G. With respect to work performed in connection, with Section 3 covered Indian housing assistance, section 7(b) of the Indian Se4-Determination and Education Assistance Act (25 U,,,5.(' section 450e) also applies to the work to be performed and this Contract. Section 7'() requires that to the greatest extent feasible (i) prqprence and o, ortunities for tra,ining and employment shall be PP given to Indians, and (ii) preference in the award of contracts and subcontracts 0 7 ir shall be given to Indian organizations an a indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions qf Section 3 and Section 79b) agree to comply with Section 3 to the maximum n extet fiasible, but not in derogation of compliance with Section 7(b). P) Section to be quoted 'in covered contracts ends., ibiJities for Section 3 Reg wire mtints. 14.11.2 Developer,Res,ponsi i i I City and Developer understand and agree that compliance with the pirovi,sions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall be a condition of the Federal financial assistance provided to the project binding upon City and Developer, and their respective successors, assigns, 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 1351. Developer's responsibilities include-. 14.11.2.1 Implementing p:rocedures to notify Section 3 residents and business, concerns about training, employment, and contracting o o,rtunnies generated by Section 3 covered assistance" 5 14.1 1.2.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; 14.11.2.3 Facilitating the training, and employment of Section 3 residents and the award of' contra cts to Section 3 business concerns" 1,4.1 x...2.4 Assisting and actively cooperating with the HE,D Department in making,contractors and subcontractors, comply, 14.11.2.5, Refraining from entering into contracts with contractors that are in violation of Section 3 regulations; 14.11.2.6 Documenting actions taken to comply with Section 3-, and HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve,LLC Page 28 14.11.17 Submitting Section 3 Annual Summary Reports (form 1 60,002) in accordance 'with 2,4 CF R Part, 135.90, 14.11.3 Section 3 ReJ221t6up,REquiremeats. No In order to comply, with the Section 3 requirements, Developer, must submit the forms 0, attached hereto as Exhibit'11" - Section 3 Reporting,Forms. 14.11-3.1, Report to the City on, a quarterly basis, all applicants for employment, and all applicants for employment by contractors and any subcontractors. This shall include name, address zip code, date of application and status (hired/not- hired) as of he date of the report. 14.11.3.2 Advertise available positions to, the public for open competition, and provide documentation to, City with the quarterly report that, demonstrates such open advertisement, 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. 14.11.3.3 Report to the City on, a quarterly basis, all contracts awarded by contractors and any subcontractors. This shall include name of contractor and/or subcontractor., address, zip code, and amount ofaward ais of'the date of the report., 14.12 Prn 1 1 1n i nst Dis,crimniat ion . 1 4.12.1 General, Statement. Developer, in 'the execution, performance or attempted performance of this Contract, shall comply with all non-discrimination requirements of 24 CFA. 92.,3 50 and the ordinances codified at Chapter 17, Article 111, Division 4 — P'll a'i -IouSing Of the City Code. Developer may not discriminate against any person because of race, color, sex, gender,, religion, national. origin, I . disability or perceived disability, sexual orientation, gender identit, , gender familiai, status., y expression, or transgender, nor will Developer permit its officers, rnernbers, agents, employces, or project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to, the ordinances codificid at Chapter 17, Article 111, Division 3 - Em,,plqynient Practices of the City Code,, and Developer hereby covenants, and agrees that Developer, its officers, members, agents, employees and contractors, have fully complica with all provisions of same and that no, employee, or applicant for employment has been discriminated against, under the terms of such ordinances by '11 its 'ficers members, agents, employees or con try ct,o�r's. either or its or, 1 11 HOME DEVELOPER REANSAL CONTRACT Rev 1047-13 Westem Center Reserver L Page 29 14.12.2 No Discrimination hi, -Employment d in the Performance of this iContract., During the performance of this Contract Developer agrees to the following provision, and will require that its contractors and subcontractors also comply with such provision by including it in all contracts with its contractors: [Contractor ji S: or Subcontractor's Na will not unlawfully discriminate against any employee or applicants for employment because of race, color., sex, gender, refigion, national on' in, familial status, disability or perceived disability, sexual orientation, r gender identity, gender expression or trans ender. 1 Contractor's or Subcon tractor's Name --- will take affin-native 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 transigender 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, includ ing apprenticeship. [Contractorls or Subcontractor's Nam , agrees to post in conspicuous places,, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. [Contractor's or Subcontractor's Name L will, in all solicitations or ��'�"�t�a ctor's oadvertisements for employees, placed by or on behalf' of Subcontractor's am 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 transge,nder. [Contra ° or s or Subcontracto.r's Name covenants that neither it nor any of its, otticers, 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 disability, except on the basis of a bona fide occupational qualification,, retirement plan or statutory requirement. (Contractor's or Subcontractor's Name rther covenants that neither it n( r 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. HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve,,LL C Page 3O 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. DEVFLOPER WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY ?I FBIRD PARTIES,1 CONTRACTORS OR SUBCONTRACTORS AGAINST CITY ARISING OUT O' DEVELOPER'S, AND/OR ITS CI NT SUBCONTRACTORS', AG ENT"S' OR EMPLOYEES" ALLEGED FAILURE, TO COMPLY WITH THE ABOVE- REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN" THE PERFORMANCE OF THIS CONTRACT. 14.13. Prohibition a t Interest/Conflict of Interest. 14.13.1 Developer shall establish: safeguards to prohibit its e ogees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Developer shall disclose to City any conflict of interest or potential conflict of interest described above, immediately upon discovery of such. 14.13.2 No persons who are employees, agents, consultants, officers or elected officials or appointed officials of City or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with 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-as,s,isted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for thernselves or those with whom they have family or business ties, during their tenure or for I year thereafter, unless, they are accepted in accordance with the procedures set forth at 24 C.F.R. Part 92.356., 4. 3.3 Developer affirms that It will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. 'I 4.1 3A If applicable, the conflict of interest provisions of 24 CF'R Part 85.36, and 24 CFR Part 84.42, respectively, shall apply in -the procurement of property and services by Developer. In all cases not governed by those, sections,, the provisions of 24 CFR Part 2.3 56 of the HOME Regulations shall, apply. 14.14 Labor S,tandards. 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 t seq.) and all HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve, LLC Page 31 other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract. Developer agrees to comply with the Copeland Anti-Kick Black Act (1,8U.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 City 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 City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to Journey workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve Developer of its obligation, if any, to require payment o f 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 i,s applicable, Developer shall provide City access to employee payrolls, contractor and subcontractor pay-rolls and other wage information for persons performing construction of the, Required Improvements. Payrolls must be submitted to the HED Department with each Reimbursement Request, and must be available to QED Department staff upon request. In addition, Developer shall ensure that City will have access, to employees, contractors and subcontractors and their respective employees in order to conduct onsite interviews, with laborers and mechanics. Developer shall inform its contractors and subcontractors that City staff or Federal agencies may conduct periodic employee wage interview visits, during construction of the project to ensure compliance. 0 14.15 err be w*th Small and M,inoritv F" 2—► 1 - irms,..Women's Business Enterprises and La or S fus Areas. 14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to, abide by City's, policy to involve Minority Business Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required by City. Developer agrees to incorporate the City's B Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or larger, and will further require all persons or entities with which it so contracts to comply with said ordinance. 14.15.2 It is national, policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business I enterprises ("MBEs"), and women's business enterprises ("MIBEs'), Accordingly, affirmative HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve Page 32 steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources, of supplies,, equipment, construction and services. 14.16 Other Laws. The failure to list any federal, state or City ordinance, law or regulation that is applicable to Developer does not excuse or relieve Developer from the requirements or 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 Assam ment. Developer shall not assign all or any part of its rights,, privileges, or duties under this Contract without the prior written approval of City. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. 14.,18. Rkht to In§gect Developer Contracts. it is agreed that City has the right to inspect and approve in writing, any proposed contracts between Developer, 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 prior,to any charges being incurred. 14.19 Force Mpieure 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, epidemics,, earthquakes,, fires, floods, restraints or prohibitions by any court,, board, department, co fission or agency of the United States or of any States, civil disturbances, or explosions, 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 City written notice of the existence, extent and nature of the Force Majsure 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 Survi'val., Any provision of this Contract that pertains to Affordability Requirements, auditing, monitoring, tenant income eligibility, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to the Federal System Award Management, 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 (11) 1 year after the termination of the Affordability Period unless a different survival period is specifically set forth herein, and shall be enforceable by City against Developer. HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve, LLC Page 33 � I I ski RM 10 IL ok i IM' Ila IF v �w �M j I ; I i i I �I Iw I �w I III � �� � � � � �� �► I � I r� i MN i I I DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE, DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE, SAME FOR-M 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 City. This section shall not be construed to affect a governmental entity's immunities under constitutional,, statutory or common law. 17. INSURANCE AND BONDING. Developer will maintain coverage in the for of insurance or bond in the amount of $24!x,000.00 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 City for any and all loss of HO E Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage, shall include a rider stating that reimbursement for any loss or losses shall name the City as a Loss,Payee. Developer shall furnish to City, in a timely manner, but not later than 10 days after the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. If City has not received such certificates as set forth herein, Developer shall be in default of the Contract and City may at its option, terminate the Contract. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted per,fon-nance or nonperformance of this Contract. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thereof: Commercial General Liabilitly(CUL) Insurance $,1 000,000 each occurrence $2,000,000 aggregate limit Business Automobile Liabil t Insurance $1.000,0100 each accident on a combined single-limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $2,000,000 Aggregate HOME DEVELOPER RENTAL CONTRACT Rev 10-1 --13 Western Center Reserve,LLC Page 3 5 Insurance policy shall be endorsed to cover''Any Auto" defined as autos owned, hired and non-awned. Pending availability of the above coverage and at the discretion of City, the he 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 Requirements Such insurance amounts shall be revised upward at City's reasona le option and no more frequently than once every 12 months, and Developer shall revise such amounts within 3�O days 0 4, following notice to Developer of such requirements. Developer will submit to City 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, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents,, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be other-wise eligible and, authorized to do business, in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A,- VII or other equivalent insurance industry standard rating otherwise approved by City. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless, otherwise approved by City. HOME DEVELOPER RENTAL CONTRACT Rev 1 7-13 Western Center Reserve,LLC Page 36 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 City and Developer endorsed as additional insureds as their interest may appear) on their respective insurance policies. Professional Liability coverage shall be in force and may be provided on a claim's made basis. This coverage may also be referred to as Management Liability, and shall protect the insured against claims arising out of alleged errors in judgment, breaches, of duty and wrongful acts arising out of their management duties. Developer shall require its builder to maintain builders risk insurance at the value of the construction. 18. CERTIFICATION REGARDING LOBBYING, The undersigned Developer hereby certifies, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of Developer, to any person for influencing, or attempting to influence, an officer or employee of any agency, a member of Congress, an officer or employee of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension,, continuation,, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to, influence an officer or employee of any agency, member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, Developer shall complete and submit Standard Form-LLL, "'Disclosure Form to Report Lobbying," in accordance with. its 0 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 mop re 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 Rinds. HOME DEVELOPER RENTAL CONTRACT Rev 10-17-13 Western Center Reserve,LL C Page 37 19. LITIGATION AND CLAIMS. Developer shall give City immediate notice, in writing of any action, including any proceeding before an administrative agency, filed against Developer in conjunction with this Contract or the project. Developer shall, furnish immediately to City copies of all pertinent papers received by Developer with respect to such action or claim. Developer shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision fa . 206 NOTICK., 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 or by a nationally recognized overnight delivery service; and (ii i) addressed to the other Party at the address set out below or at such other address as the receiving, Party designates by proper notice to the sending Party. City Attorney's Office 1000 Tbrockmorton Street Fort Worth, TX 76102 Attention.- Vicki Ganske Telephone-. 817-392-77'65 Copies to.: Director of Housing and Economic Development Department 1 0,0 Tbrockmorton Street Fort Worth, TX 76102 Attention: Assistant Director Telephone: 817-392-7540 Housing,and Economic Development Department, 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Avis Chaisson, Project Coordinator Telephone-. 817-392-6342 Developer Western Center Reserve, LLC c/o Miller Valentine Group, 9349 Waterstone Blvd. Cincinnati OH 45249 Attention: David Liette HOME DEVELOPER RENTAI,CONTRACT Re 10-17-13 Western Center Reserve,LLC Page 38 k,I opies to: Locke Lord LLP 600 Congress,Ave, Ste 2200 Austin,TX 78701 Attention.- Cynthia Bast, Esq. Investor Member: Bank of America, N.A. c/o Bank of America Merrill Lynch Tax Credit Equity Investment Asset Management NC 1- 7-1 1-25 100 North Tryon Street Charlotte, NC 28202 Attention: Nicole Baldo u, Vice President Copies to Sidley and Austin,, LL P One South Dearborn. Street, Chicago IL 6 603 Attention. David R. Hill 21. 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. 22. INVESTOR MEMBER'S RIGHT TO CURE., The Parties agree that the Investor Member shall have the right, but not the obligation, to cure any default by or complete any obligation of the Developer under 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 C Investor Member. 23. COUNTERPARTS. This Contract may 'be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument w1ich may be sufficiently evidenced by one counterpart. [SIGNATURES APPEAR ON NEXTPAGEJ HOME,DEVELOPER RENTAL CON rFRAC*r Rev 10-17- 3 Western Center Reserve,,LL C Page 3,9 k, IRT µ , A001 r V �I NATURE PAGE TO HOME CONTRACT TNESS WHEREOF, the Parties have executed 4copies of this Contract,to be e on,the last date indicated below the Parties' signatures. EST#* CITY OF FORT WORTH kit m Ity Secretary Fernando Costa, Assistant City Manager M&C� C-25489 Dated March 20,, 2012 APPrVED AS;"ArL I FTOAND LEGALITY. Vicki S,. Ganske, Senior Assistant City Attomey WESTERN CENTER RESERVE LLC 101'eWf a Texas meted liability company By: MV Western Center Reserve LLC are Ohio limited l iab l ity company any Its. Managing Member By: MV Affordable Housing LLB` an Ohio fit d liability company Its. Sole M e'�r B y. h. Elizabeth A. ��an Its. Authorized Signe4' Jack H. Goodwia igner OFFICIAL RECORD Its: Authorized S' CITY SECRETARY atop ("t FT WORTHo. "' STATE OF"TEXAS i This instrument was acknowledged be-ore ye on � 4�l 20,x3 y Fernando Costa, Assistant City Manager of the ity of Fort Wort on behalf the City of Foy Worth. ,... tart'Public, State of Texas "..I-)S Notary PubliCip St Ole Of TeX S cornmiswn Expires �� 1 2017 O HOMIE DEVELOPER RENTAL CONTRACY Western Center Reserve,LLC Page STATE OF OHIO § COUNTY OF WARREN § Before me, the undersigned authority, on this day personally appeared _ElizabethA. Mpgan_, 11 know n to me to be the person whose narne is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed., Giveal '@z,m day of October�,,,20 13 y hand and seal this, j ZOO 0 in and for the State MARILEE F.BROW Notary pubric Notary Public Oh' v mission wires A e rinted): N�t 01 My commission expires,-, STATE OF OHIO § COUNTY OF WARREN § 010 Before me, the undersigned authority,, on this, day personally appeared Jac 0'dwia known to, me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. �0, igwder my hand and seal thi's day of Octob r 2013 LIU NX. MARILEE F BROWK Notafy Public Notary Public In and for the State [0 of NY Cominl3sion Dow ----------- ................... o'810 ame (Printed)-, My commission expires-, HOME DEVELOPER RENTAL CONTRACT Western Center Reserve,LLB;' Page 41 0 EXHIBITS. Exhibit"A"—Project Summary Exhibit"A-111,—HUD Rent Limits Exhibit"A-21'—Envi*ronme3intal ,'Mi*t*ig,atl*on Action (Not Applicable) Exhibit"B"—Bud t Exhibit IICII—Construction and Reimbursement Schedule Exhibit I'D""—Audit Requirements Exhibit "Ell—Loan Documents 0 Exhibit 'IF"—Reimbursement Forms Exhibit IIGII—Project Compliance Report: Rental Housing Exhibit"H"—Davis-Bacon (Not Applicable) Exhibit IT —Section 3 Reporting Forms Exhibit 1111—Standards for Complete Documentation 11O ME DEVELOPER RENTAL CONTRACT Rev 10-1 -13 Western Center,Reserve',LLC Page,42 EKBIBIT 44A91 PROJECT SUMMARY WESTERN CENTER RESERVE,LLC DESCRIPTIO . Capitalized terms, not defined herein shall have meanings asst,gned to them in the Contract. Western Center Reserve, LLC ("Developer") will use Home Funds for a portion of the costs, to develop the Reserve at Western Center, a multifamily rental development to be located on an approximately 10.660 acre site at the southwest comer, of Western Center Blvd. and Watauga- Smithfield Road, Fort Worth, TX 7613 . The project will have 6 residential buildings with up to 120 units, including, 12 one-bedroom/one bath units, 60 two-bedroom/one and two bath units, and 48 three-bedroom/two bath units. There will also be a non-residential building which will serve as the project's clubhouse. The complex will include amenities, such as exercise room, activity room, mailroom, laundry room and a pool. Developer will be entitled to make Reimbursement Requests until 30 days, after the Completion Deadline. In consideration for HOME Funds provided through this Contract, Developer agrees to provide the following information and meet the following requirements-, • Designate 9 Accessible Units in accordance with Section 504 requirements. Of'these 9 units, 6 must be accessible to individuals with mobility impairments, and the other 3 must be accessible to, individuals with visual or hearing impairments., Accessible Units, shall be marketed in accordance with Section 7.,6.5 of the Contract. • Designate 4 floating HOME Units. All of the HOME, Units will be affordable to low and moderate income tenants: whose incomes are 80% or less of AMI. • HOME Rents, will be charged in accordance with the rents set forth in Exhibit "A-1" — HUD Rent Linu*ts set annually by HUD, and shall not exceed the High HOME Rent limit. • Submit Exhibit "G" - Pr Ject Compliance Report: Rental Hous 10 tng regarding the 01 household inco , 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. CITY WILL WITHHOLD $10,000,00 OF THE HOME FUNDS UNTIL CITY VERIFIES THAT AT LEAST I HOME UNIT IS LEASED T01 A HOME ELIGIBLE HOUSEHOLD. • If the HOME Units do not qualify as affordable rental housing immediately upon lease-up or at any time during the Affordability Period, the City may invoke any remedies provided in the Contract or the Loan Documents. • Submit to City a copy of its annual audit and reports to TDHCA during the Affordability Period. SPECIFIC PURPOSE: The specific purpose of this project is to increase the av ail ability of quality, accessible, affordable hous,ing for low and moderate 'income City residents in north Fort Worth. PROJECT OBJECTIVES-. The project will provide 120 housing units affordable to households eaming at or below 60% of AMI. Four units will be designated as HOME-assisted units,. HOME DEVELOPER RIENTAL CONTRACT—EXHIBITS Western Center Reserve,LLC—Reserve at Western Center Rev. 10-17-13 EXHIBIT ` A-1" HUD . NT LIMITS WESTERN CENTER RESERVE LLC U.S. DEPARTMENT OF HUD 04 / 2 013 STATE: TEXAS 201 HOME PROGRAM RENTS PROGRAM EFFICI 1 BR Worth -Arlington, TX HUD Metro Mt Area LOW HOME RENT LIMIT 606 HIGH H©Mb RENT LIMIT 639* For Information Only: FAIR MARKET RENT 571 50% RENT LIMIT 606 65% RENT LIMIT 768 2 BR 3 BR 4 BR 5 BR 6 BR 649 778 900 1003 1108 1211 700* 865 1136 1248 1358 1469 668 865 1160 1381 1588 1795 649 778 900 1003 1108 1211 824 991 1136 1248 1358 1469 *Rent l `ts are published at least annually by HUD. Developer must use the most current HUD rent ll s in se g rents for the project. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Western Center Reserve, LLC — Reserve at Western Center Rev. 10-17-13 EXHIBIT EGG -2 ENVIRONMENTAL MITIGATION ACTION WESTERN CENTER TER SR CI NOT APPLICABLE HOME DEVELOPER RENTAL CONTRACT--EXHIBITS Western Venter Reserve,LLC -Reserve Western Center Rev. 1.01-17-13 EXHIBIT "B" BUDGET' WESTERN CENTER RESERVE, LL SOURCES AND USES Development Name-. Reserve at Western Center Construction or Priority Rehab.Loan Stage Permanent Loan Financing Source# Fundin -,scription of Lien Amt. Sty, �Amrunt Participants st Bank of i 1 Conventional Loan $131�171:967 $3,405,000 Arnerica,'N.A. 2 Conventional Loan/F11A 3 HTC,Syndication Proceeds $26761232 $10170479130 4 HOME 5 Housing Trust Fund C'DBG 7 Mortgage Revenue Bonds Historic Tax Credit 8 Syndication Proceeds _91 USDA/T'XRD Loan(s) Other Federal Loan or 10 Grant 11 Other State Loan or Grant Local Gower imeut Loan City of Fort 12 or Grant(HOME) 2nd $240,000 Worth 13 Private Loan or Grant 14 Cash Equity In-Kind Equity/Deferred 15 Develo lee $8635063 16 Operating Reserves -A TOTAL SOURCES OF FUNDS $16,088,1919, $141972993 , TOTAL USES OF FUNDS $,1419172�993 HOME Funds, Budget Acquisition, Lot Prep/Plumbing/Foundation $20M00 Framing/Siding/Me char icals $50,000 Inspections/Insulation/Sheet $60,000, Rock Bfick/lnterior Trim/ Prot Flooring/Mechanical Trini/Appliances & $1001000 Fixtures/Final Punch List Holdback* sia�000 TOTAL $240,000 City will hold back, $,10,0001 of the HOME Funds until City verifies that a HOME Unit is leased to a HOME Eligible Household. HOME DEVELOPER RENTAL CONTRACT—EXHIBIT'S Western Center Reserve,LL C—Reserve at Western Center Rev. 10-17-13, PHASE I ACTIVITIES : PHASE I COMPLETE by: December 31, 2013 EXHIBIT ‘C CONSTRUCTION AND REI.MBURSEMENT SCHEDULE WESTERN CENTER RESERVE. LLC Activity b Acquisition HOME Contract sided Soft Costs Lot Preparation (Grading) Plumbing Foundation Contractor/subcontractor/vendor searches under the Federal System for Award Management (www.sarn.gQ must be submitted prior to any reimbursement under Phase I. First Payment PHASE II ACTIVIITES: Framing / TPW Mechanicals / Siding / Paint Contractor/subcontractor/vendor searches under the Federal P - SE II COMPLETE System for Award Management (www.sam.gy must be by: March. 15,, 2014 submitted prior to any reimbursement under Phase II. PHASE III ACTITES: Second Payment** Inspections / Insulation Sheetrock / Brick Interior Trim / Paint HOME Funds $1,000.00 $1,500.00 $8,750.00 $8,750.00 $20,000.00* $25,000.00 $25,000.00 $50,000.00 $ 5, 000.00 $30,000.00 $25,000.00 HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Western Center Reserve, LLC — Reserve at Western Center Rev. 10-17-13 Contractor/subcontractor/vendor searches under the Federal PHASE III COMPLETED System for Award Management (Ivvyw.sam.goy) must be submitted prior to any reimbursement under Phase III. by: July 31, 2014 Third Payment** $60,000.00* PHASE IV ACTWIITES: Flooring PHASE IV COMPLETED by: December 31, 2014 TOTAL Mechanical Trim / Grading / Landscaping Final Trim / Appliances and Fixtures / Fencing Final Inspections Punch List Initial Lease -up of HOME Units Contractor/subcontractor/vendor searches under the Federal System for Award Management (www.sam must be submitted prior to any reimbursement under Phase IV. In addition, the following items must be submitted prior to reimbursement in Phase IV: 1. Rent Schedule for HOME Units. 2. Tenant Selection Policy. 3. Affirmative Marketing Plan. $10,000.00 $10,000.00 $20,000.00 $60,000.00 Third Payment** $100 000.00* Prior to Reimbursement for Final Payment,Exhibit "G" - Project Compliance Report: Rental Housing must be submitted to City. Final Payment/Holdback** $10,000* $240,000.00* HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Western Center Reserve, LLC — Reserve at Western Center Rev. 10-17-13 Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change. **Developer must submit Reimbursement Requests and Complete Documentation to City within 60 days from each of the abovementioned deadlines in order to be reimbursed. Failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. HOME DEVELOPER RENTAL CONTRACT — EXHIBITS Western Center Reserve, LLC — Reserve at Western Center Rev. 10-17-13 -1"1W T'r Y L,xnIBIT 'I'D" AUDIT REQUIREMENTS WESTERN CENTER RESERVE, LLC CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT AUDIT REQUIREMENTS Organizations expending $500,000 or more in federal awards (from City of Fort Worth and other funding sources) during their fiscal years shall obtain either an annual single audit or a program specific audit. Organizations may have a program specific audit in accordance with OMB Circular A-�133�, or other standard set forth in the Contract if applicable, if they expended funds for only one federal, program as listed in the Catalog of Federal Domestic Assistance (CFDA). If funds are spent for more than one federal program, a single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort Worth's funding period. The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit by the appropriate regulatory body. The CPIA shall meet all of the general standards concerning qualifications, independence, due professional care and quality control as required by Government Auditing Standards, including, the requirements for continuing professional education and external peer reviews. Auditor selection must adhere to federal, procurement requirements. A separate supplementary schedule of revenues, expenditures and chang'es in fund balance for each City of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should l,ist I City of Fort Worth 's contract numbers, the total expended for each inc,tividual federal program, and the CFDA number (OMB A-13 31 § .3 10). The independent auditor's report should include all of the relevant items listed on the "Audit Report Checklist." Additional guidance on the conduct and reporting ofthese audits is contained in the latest issuance of the following publications-. �Government Auditing Standards issued by the Comptroller General of the United States,2003 OMB Circular A-133 as revised 6/30/97 and amended June 2003 OMB Circular A-13 3 Compliance Supplement AICPA's Statement of Position 918-3. "Audits,of States, Local Governments, and Not-for-Profit Organizations Receiving Federal Awar�ds"' Various AICPA aud,it guides for nonprofits, colleges and'universities and health and welfare organizations AICPA's Audit Risk Alert "'State and Local Governmental Developments" Government,Auditing Standards by the Texas Department ofHousing and'Community A&irsfor Properties Receiving Low,Inc�olme Housing Tax Credits All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form which certifies whether you are subject to a single/program audit. Organ izati ons, receiving iecteral awards from the City of Fort Worth who are not required to have! an audit shall certify in writing to the agency. The organization's Chief'Executive Officer or Chief Financial Officer shall makethe certification within 60 days of the end of the organization's, fiscal year in the year that the project was completed. The following items should be submitted to the City of Fort Worth Housing and Economic Development Department within the required timeframe-, HOME CONSTRUCTION CONTRACT—EXHIBITS Western Center Reserve,LLC—Reserve at Western Center Rev. 10-17-13 11 IN Due 60,d ization's fiscal ear end in the hat the pro Ject was fete (reqpi,rea to�r all ,qys after o[gan* year t subirecivients), Completed Audit Certification Fon-n Due within.the earlier of 30 days after rec,,ejpt of the auditor's report or nine months after the end of'the audit period. Two copies of the entire audit report issued by the CPA Two copies of any management letter issued by the CPA in conjunction with the audit report Two, copies, of managernent's comments, on all findings, recommendations,, & questioned costs contained in the audit report and management letter,, including a detailed corrective action plan Failure to, submit any of these it erns by the required due date may result in holds on, current draw requests., suspension of the organization's contract(s), and eligibility for future funding. If'the organization does not me�et the requi,rements of having a singrle/program audit conduc,ted, records must still be kept available for review or audit by City of'Fort Worth staff(O,MB A-133, Subpart B Se,c 200(d). lf additional information is needed concerning the audit requirements, please call (817) 3912-6141. HOME CONSTRUCTION CONTRACT—EXHIBITS Western Center Reserve,LLC'—Reserve at Western Center Rev., 10- 7'-13 CITY OF FORT WORTH .SOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT SINGLE AUDIT REPORT CHECKLIST The Department developed this checklist to help organizations improve tl he quality and completeness, of audit reports. General Purpose se r Basic Financial Statements of the Organization Opinion/Report on Organization's Financial. Statements in accordance with Government Auditing Standards Notes to the General Purpose or Basic Financial Statements of the Organization A Schedule of'Expenditures of Federal awards including the Department's contract numbers, the total expended for the federal program, and the CFDA number(OMB A-13 3 Subpart C See 3 10). Opinion/Report on Schedule of Expenditures of Federal and State awards Report on uern lianee and on Internals,Control Over Financial Reportiniz Based on an Audit of Financial Statements Perfonn.ed in Accordance With overn ent Auditing Standards. (O,MB A-133 § 505 (b)) Re ert on Compiliance with Requirements Applicable to Each Major Program and Internal Control over Compliance in Accordance with OMB Circular A-133. (OMB A-13 3 § 505 (c)) schedule of Findin,,gs and Questioned Costs (OMB A-133 §. 505d), including: Summary Schedule of Frier audit Findi s reporting the status of all findings included in the prier audit's schedule of findings and questioned costs. (OMB A-133 Sec. 315 a) and h) C'orr'ective Action :Flan including A 1.33 Sec. 315 c) name of Pierson responsible for the corrective w action, corrective action planned, anticipated completion date, and explanation and reason it auditee does not agree with findings or believes correction is not required. All reports are signed and dated by the auditor Two copies of the audit reports are submitted Two copies of the management letter, if issued in conjunction with the audit report. Two copies of comments by management ent concernin all findings and recommendations included in management letter, including a corrective action plan. HOME CONSTRUCTION CONTRACT—EXHIBITS 'western Center Reserve,LLB' Reserve at Western Center Rev.. -17-13 CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT, * Ns" Audit Certiffication Vorm Subrecipient: Western Center Reserve Fiscal Year Ending- .......... Mont,li/Day/Year We have exceeded the federal expenditure threshold of$500,000. We will have our Single Audit,or Program Specific Audit completed and will submit the audit report within nine (9) months after the end of'the ,audited fiscal year. 0 We did not exceed the $500,000 federal expenditure t,hreshoild required for a Single Audit or a Program Specific,Audit to be performed this fiscal year. (F'ill out schedule below) Must be I I d. ,filled out if Single Audit or Program Audit is not require Federal Expenditure Disclosure Fedieral Funds Pass Through Program Narne& Contract Federal Grantor Grantor CFDA Number Number Expenditures Total Federal Expenditures,for thi's Fiscal Year Printed Name Title(Must be CFO,CEO or equivalent) Authorized Signature(must e FO,CEO or expivalient) Phone Number Date Failure to submit this, or a similar statement orfailure to submit a completed single audit package as dascribe d in the audit req sire meats, by the required' due date will result in, suspension of funding and will affect eligibility for future funding. Seib mit thls brm to the City of Fort Worth,Hozising and Economic Development Department within 601 days ajier the endoj'your Fiscal year, ROME CONSTRUCTION CONTRACT—EXHEBII,TS Western Ce�nter Reserve,LLC—Reserve at Western Center 'Rev. 10-17-13 i EXHIBIT' LOAN DOCUMENTS WESTERN CENTER RESERVE, LLC HOME CONSTRUCTION CONTRACT EXHIBITS Western Center Reserve,LLC reserve at Western Center Rev. 10-17-13 Promissory Note HOME Funds Date,* October 18, 2013 Borrower: Western Center Reserve, LLC Borrower's Mailing Address. Western Center Reserve, LLC 9349 Waterstone Blvd Cincinnati, OH 45249 With a copy to Locke Lord LLB' 600 Congress Ave, Suite 2200 Austin, TX 78701 Attention.* Cynthia Bast Lender-, City of Fort Worth, a Texas municipal, corporation Place for Payment: City of Fort Worth Housing, and Economic Development Department Attention.- Assistant Director 1.000 Throckmorton Street Fort Worth, Tarrant County, Texas 761.02, or any other place that Lender may designate in writing. Principal Amount-V $240,000.00 Loan Authority, The,, loan evidenced by this Note the "Loan") 'is being made pursuant to the HOME Investment Partnerships Program authorized under Title 11 of the Cransto'n,!!�,,,-Qonzalez ,National Affordable Housing Act of 1990, as amended, 42 USC 12,701.,,et seq. ("HOME Program") and the HOME Investment Partnerships Program Fi' al Rule, as amended, 24 CFR Part 92, et seq. (the "HOME Regulations") with HOME funds. Annual Interest Rate, The lesser of I% or the Short Term Applicable Federal Rate ("AFR") on the date hereof, which is 0.32% Maturity Date: October 171, 201.6 Annual Interest Rate on Matured, Unpai'd Amounts: t2% PROMISSORY NOTE—HOME FUNDS Page I Western Center Reserve,LLC rev IO-17-13 Terms, of Payment. Interest will accrue on any advance of Loan proceeds under this Note at the Annual Interest Rate. Interest will be calculated based on a 360 day per year factor applied to the actual days on which there exists an unpaid principal balance. The Principal Amount and any accrued, unpaid interest will be payable in full on the Maturity Date., Any payments will be applied first to accrued interest and the remainder to reduction of the Principal Amount. This Note is the Note required in City Secretary Contract No. 4 273 between Borrower and Lender (the "Contract"') and has been executed and delivered in accordance with it. The funds advanced by Lender are HOME funds and the Contract requires that the 4 residential rental units assisted with HOME funds located on the Property (the "HOME Units") 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. "the: obligations described in the Contract pertaining to the HOME Program and the HOME Regulations including the Affordability Period as well as the Loan evidenced by this Note w' ,1*11,be'in default if the HOME Units more particularly described in the C,ontract do not rem'ain affordable rental housing for the duration of the A,ffordabilityPeriod',,sttbjectto the ex available unit rule" under the Internal Revenue Code Section 42 (gl) (2),'(D).,- In the event of such default,,, Lender may invoke any remedies provided in the Contract'or,,,true Deed of Trust Security Agreement— Financing Statement for default. Security for Payment. This Note, ts,., secured by a Deed of„,,.i guest Security Agreement Financing Statement dated October 18, 2013 from Borrower to Vicki S. Ganske, Trustee or Leann. D. Guzman, Trustee the "Deed of Trust"') which covers the personal property described therein and the following real property: Lot I., Block 1, Reserve at 'Western Center, an Addition to the City of Fort Worth, T t-irrant County,, Texas, according to the plat thereof recorded under Clerk's File No. D213268904, Official Public Records, Tarrant County, Texas the "Property”) Other Security for Payment: As, set -forth in the Contract Borrower promises, to pay to the order of Lender the Principal Amount p�lus interest. This Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts, are due by the Maturity Date. After the Maturity Date, Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts. If Borrower defaults in the payment of this Note or in the performance of its obligations under the Contract or the HOME Program or the HOME Regulations or in the PROMISSORY NOTE—HOME FUNDS Page 2 Western Center Reserve, :PLC' revIO-17-13 performance of any obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and any other amounts, owed on the 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 acceleratlon of maturity, protest., and notice of protest, to the extent permitted by law. Notwithstanding any-thing to the contrary, if a monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies Lender shall give Borrower and each of the Members of the Borrower,, as identified,in the Amended and Restated Operating, Agreement dated October 18, 20�13, as ma be amended from time to time (the "Operating Agreement"), simultaneous written notice,�of''SUch default. Borrower and each of the Members, on behalf of Borrower shall have a pen'o&of 10 days, after such notice is given within which to cure the default prior to ekercise oTjemedies by Lender under the Loan docunients. Notwithstanding anything to the contrary if,"a, non-monetary event of default occurs under the terms of any of the, Loan documents, Prior to-exercising any remedies, Lender shall give Borrower and each of the Members of the Borrower as identified al the Operating Agreement, simultaneous 'written notice of such,default. If the default is reasonably capable of being cured within 30 days, Borrower and each of the Members on behalf of Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured withH*1 30,days, and if Borrower or its Members on behalf of Borrower (a) initiates corrective action within said period, and (b) diligently, continually, and M* good faith works to effect a cure as soon as possible, then Borrower or its Member as, the case may be, 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 afly,failure to cure a default or the default is not cured within 180 days after the first notice o given. Notices provided,, by Lender to Grantor's, Members, shall be provided to the followings MMa ging''Member MV Westem Center Reserve, LLC 9,349 Waterstone Blvd Cincinnati, OH 45249 Attention.: David R. Liette With copy to: Locke Lord LLB` 600 Congress Ave, Ste 2200 Austin, TX 78701 Attention*. Cynthia Bast., Es q. PROMISSORY NOTE—HOMEFUNIDS Page 31 Western Center Reserve,LLC rev 10-17-13 PROMISSORY NOTE HOMEFUNDS Page 4 Western Center Reserve,LLC r lO-'17- ., Investor Member Bank of America, N.A c/o, Bank of Aniericzi Merrill Lynch Tax Credit EqLiLity Investfnent Asset Management NC 1-0:07-1 t-25 1-00 North Tryon Street Cl.harlotte, NC. 28202 Attention: Nicole Baldon, Vice President With copy to: Banc of America CDC Special Holding Company, Inc. c/o Bank of America Merrill Lynch Tax Credit Equity Investment Asset Management NC 1-007-H.-25) 100 North Tryon Street C.harlotte, NC. 28202 Attention: Nicole Bald on, Vice Prels'ldent With copy to�: Sidley and Austin, LLP One South Dearborn Street.) Chica 9 ol IL 606013 Attention: David R. Hilly Esq',,,,:,,,,,,,,, Notices, given to Grantor's Members shall b lri �riting:�� and delivered to the addresses listed above,_,or''to, such other address as the; Note. Each Borrower, as applicable, is responsible for all obligations, represented by this 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 evidenced by a promissory note of even date herewith in the original principal suni of $13,171,967.00 made by Borrower payable to Bank of America,, N.A. ( the "Senior Indebtedness"'), as more particularly described Man Subordination Agreement between Lender, Borrower-,and Bank of America., N.A. (the Subordination een-lent"), to the extent and 'in,,,`,the mar ner provided in the Subordination Agreement. 'r he Deed of Trust securing this No,t6`vis' and shall be subject and i subordinate n all respects to the liens, terms, covenants acrd conditions of the mortgage securing the Senior Indebtedness as more fully set forth M" , the Subordination Agreement. The rights and remedies of the payee and each subsequent holder of this Nolte under the Deed of Trust securing this Note are subject to the restrictions and limitation&,�,,s'et, forth in the Subordination Agreement. 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,I all of the terms, covenants and conditions to be performed or observed by the Subordinate Lender under the Subordination Agreement. Subject to the terms of the Subordination Agreement and any cure periods provided in the documents evidencing the Senior hidebtedness, if there is a default in payment of any part of principal or interest of the Senior Indebtedness or a breach of any covenants contained in any instruments securing it, the debt evidenced by this Note will immediately become payab,le at the option of Lender. If Borrower,fails to perfon-n any of Borrower's obligations in the promissory note evidencing the Senior Indebtedness or in any instruments, ',securing same, and to the extent allowed by the Subordination Lon"de' 'r,m, ay perform -those obligations and be reimbursed by Borrower, on Agreement,; demand,',-'at the Place'for Payment for any amounts advanced, including attorney's fees, plus n­terest on those amounts from the date of payment at the Annual Interest Rate on Matured, tapaid Amounts". The amount to be reimbursed will be secured b all �y instruments secu in this Note. A default ex.1"sts, under this Note if (1) (a) Borrower or (b) any other person liable on any part of this Note (an "Other Obligated Party") fails, to timely pay or perfor-m, any obligation or covenant in any written, agreement between Lender and Borrower or such Other Obligated Party; (2) any warranty, covenant, or representation in this Note or in any other written agreement between Lender and Borrower or any Other Obligated Party 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 (tine "Collateral Security"') for any part of this Note; (4) any Collateral Security is assigned for the benefit of creditors, other than the holder(s) of the Senior Note,; (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 PROMISSORY NOTE—HOME FUNDS Page 6 Western Center Reserve,LLC rev IO-17-13 an Other Obligated Party and (b) the proceeding continues, without dismissal for 90 days, the party against whom the proceeding is commenced admits the material allegations of the petition against, it, or an order for relief is entered; (7) any of the following parties is dissolved, begins to wind up its affairs, is authorized to dissolve or wind up its affairs, by its governing body or persons, or any event occurs, or condition exists that permits the dissolution or winding up of the affairs of any of the following parties: (i) Borrower, or (11), an Other Obligated Party,, and (8,) any Collateral Security is ma,te,rially 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,1 collateral security of like kind and quality or restored to its former condition. The execution and delivery of this Note are required,undlerthe Contract. If any prolvis,ion of this Note coi-Alicts with any provisioh' 'Of the Contract, the Deed of Trust or any other document evidencing the same transaction......;,,'between Lender and Borrower, the provisions of the Contract will govern to the extent of the�'conflict. This Note will be construed under the laws of the state of Texas without regard to choice,-of-law rules of any Jurisdiction. This Note is a nonreco✓rse obligation of Borrower. Neither Borrower nor any of its Members nor any other party shall have any personal liability for repayment of the Loan described in the Contract. The sole recourse of Lender under the Loan documents for repayment of the Loan,shall, be the exercise of its rights against the Security for Payment. [REMAINDER-OF PAGE, INTENTIONALLY LEFT BLANK] PROMISSORY NOTE—HOME FUNDS Page 7 Western Center Reserve,LLC revIO-17-13 THE CONTRACT,, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEIVIENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMIPORANEOUS, OR SUBSEQUENT! ORAL AGREE NTT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMIENTS BETWEEN THE PARTIES. WESTERN CENTER RESERVE, LL,C, a Texas limited liability company By: MV Western Center Reserve, L, 'C,. an Ohio linuted liab,ility company Its Managing Member B MV Affordable Housing LLC, in Ohio limited fiab'l' ity company, Its-. S e Member By Nam e: Author ized',St g''ner B Y' Name,- Its** Authorized Signer PROMISSORY NOTE HOME FUNDS Page 8 Westem Center Reserve,LLC revIO-17-13 NOTICE OF CONFIDENTIALITY RIGHTS* IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM A-NY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT' IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Deed of Trust Security Agreement - Financing Statement HOME Funds Terms Date. October 8, 2,013 Grantor: Western +fienter Reserve,, LLC, a Texas limited liability company Grantor's Mailing Address,,, Western Center Reserve, LLC 9349 Waterstone Blvd. Cincinnati, OH 45249 With a copy to Locke Lord 600 Congress Ave, Suite 2200 Austin,TX 78701 Attention*. Cynthia Bast c Trustee "., Vi'k , G,anske or Leann D�. Guzn,ian. Tru'steels,,Ma 1*1'Ing Address,#-p c ty'�'Att ey"s Office i "', City off` ort Worth 1000 Throckmorton St. Fort Worth TX Tarrant County, Lender: City of Fort Worth, a Texas municipal corporation DEED OF TRUST—HOME FUNDS Page I we to Center Reserve,LLC Rev. 1.0-17-13 I Lender's,Mailing Address: City of Fort Worth. Housing and Economic Development Department Attention.-: Assistant Director 1 000 Throckmorton Street Fort Worth, Texas 76102 'Tarrant County Dan Authority: The loan evidenced by the Note the "Loan" and secured by this Deed of Trust Security Agreement - Financing Statement ("Deed of Crust" 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 arnended,1 42 USC 12701 et seq. (the "HOME Program") and the HOME Investment t Partnership 'rogram Final Rule, as amended, 24 CFR Pert 92 et se q. (the "HOME Regulations") with HOME funds. 0: 1igans Note Tate. October 18 11 Original Principal Amou t. 01 0. Borrower. Western Center Reserve, L Worth Lender. City of;fort . Terms of Payment., As provided,ed in the Note I Maturity Date. As described therein n and in the Contract as defined below): In addition, Obligations, shall include compliance by Grantor with the requirements of tl�e � "r ogram for the 20 year Affordability Period more part cularl described in Section F. below. Property (including any improvements). Being a 10.340 tract land situated in the Josiah Walker Survey, Abstract No. 1602, and the James A. Bradford Survey, Abstract Number 183, City Of Fort ortl , Tarrant County, Teas, and being more particularly described in the attached Exhibit "A"' incorporated herein by reference for all purposes. Together with the following personal property. All fixtures,, supplies, building materials, and ether 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 constr.action of improvements on the Property All contacts and subcontracts relating to the construction of improvements on the Property DE'ED OF TRUST-HOME FUNDS Page tem Center Reserve,LLC Rev. 10-17-13 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. S Notes ith stand ing any other provision in this Deed of Tut' t` the term "Property" does not include personal effects used primarily`-'for personal, family, or household purposes. In addition to creating a deed-of-trust lien on the Property des' cribed, Grantor also grants to Lender a security interest in all of'the ab+ e-des,cribe'd,,'"'p'ersonaI property pursuant to and to the extent permitted by the Texas Uniform Commercial Code. Prior Liens, The lien created by this Deed of Trust is, and shall be subject and subordinate in all respects to the liens,, terms, covenants and conditions of the mortgage securing, , a Promissory of even date hereof in the original piincipal sum of$13,,171,967.00 made by Grantor and payable to Bank of America, N.A. (the "Senior Indebtedness"), to the extent and in the mantier provided in that certain Subordination Agreement of even date hereof between Bank of America, N.A.,, Grantor and Lender (the "Subordination Agreement"). The rights and remedies, of Lender and each subsequent assignee of the lien under this Deed of Trust are sub ject to the restrictions and limitations set forth in the Subordination Agreement. Subjoct-tO' "wai,ver, notice, grace and cure period, if any,, if default occurs in payment of any part of principal or interest of the Senior Indebtedness more particularly describea in the Subordination Agreement or in observance of any c °enants of the deeds of trust or other loan documents securing the Senior Indebte'dness, the entire debt secured by this Deed of Trust will immediately become payable at the option of Under to the extent permitted by the Subordination Agreement. Other Exceptions to' Conveyance and Warranty, The Permitted Exceptions set forth on Exhibit "B" attached hereto and incorporated herein for all put-poses For value received and to secure performance of the Obligations, Grantor conveys 1--4 the Property to Trustee in trust. Urantor 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—HOME FUNDS Page 3 Western Center Reserve,,LLC Rev. 10-17-13 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 C'olvenants A. Grantor's Obligations Grantor agrees to pay all taxes and assessments on the Property before delinquency-, 2. defend title to the Property subject to the O�th I er Ex' ceptions to Conveyance and Warranty and preserve the lien's priority as it is establi I shed in.this Deed of Trust; 3. obey all laws, ordinances, and restrictive covenants' applicable to the Property; 4. maintain all insurance coverages with respect to the Property, revenues generated by the Property, and operations on the Property that Lender reasonably requires ("Required Insurance Coverages"), issued by insurers and written on policy forms acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form acceptable to Lender at least 10 days before the expiration of the Required Insurance Coverages. 5. obey all laws, ordinance,,;,, and restrictive covenants applicable to the Property; 6. 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 7. notify Lender in writing of any change of'address. Grantor agrees not to- 4 do or pern�it anything to be done that will impair the security of this Deed of Trust,. B* Lender's Rights I 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. DEED OF TRUST—HOME FUNDS Page 4 Westem Center Reserve,LLC Rev. 1 0-17-13 3. Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by fender from Grantor with respect to the Obligations or this Deed of Trust may, at Lender's discretion, be, applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligations, to be applied to late charges, principal, or interest in the order Lender in its discretion deter-nines. 4. If Grantor fails, to perform any of Grantor's Obligations under this Deed of Trust, subject to prior written notice and cure period, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including reasonable attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust. 5. If there is a default on the Obligations or if Grantor fails, to perform any of Grantor's Obligations under this Deed of Trust and the' default continues after any required notice of the default and the time allowed to cure, Lender ma a. declare any unpaid principal balance and earned interest on the Obligations immediately''due, b. direct Trustee to foreclose' ;,this lien-'in",Vb`ch case Lender or sender's agent will- cause Potice of the-foreclosure:,s'ale 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 ore+dted 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 g an ive Grantor d each of the members of Grantor, as identified in the Amended and Restated Operating,Agreement dated October 18, 2013, as it may be amended from time to time(the "Operatiffig Agreement"), simultaneous written notice of such default. Grantor and each of the Membersi on behalf of Grantor shall have a period of 10 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms of any of the Loan documents, prior to exercis,m* g any remedies, Lender shall give Grantor and each of the Members of the Grantor, as identified H*1 the Operating Agreement, simultaneous wn'tten notice of such default. If the default is reasonably capable of being cured within 30 days, Grantor and each of the Members 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 30 days, and if Grantor or a Member on behalf of Grantor (a) initiates corrective action within said period, and (b ' diligently, continually, and in good faith works DEED OF TRUST—HOME FUNDS Page 5 Western Center Reserve,LTC Rev,. f0-17-13 ................. ...... to effect a cure as soon as possible, then Grantor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies 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. Notices provided by Lender under this Deed of Trust to Grantor's members shall be p Wed to the follown'19: rovi Manning,Member MV Western Center Reserve, LLC 9349 Waterst ne Blvd. Cincinnati, OH 4524,9 Attention,* David .. Late With copy to: Locke Lord LLP 600 Congress Ave, Ste 200 Austin, TX 7 8701. Attention,: Cynthia Bast, Esq. Investor Member Bank of America,N. c/o Baiik of America Merrill Lynch Tax 0.edlt Equity Investment Asset Managenient N(.7 1-007-11-25 100 North"rryon Street � .1 - Charlotte, NC18202 ttention-, Nicole B;Li,ldon, Vice Presi(lent With copy to Banc of America CDC Special Holding k-,ompa,ny, Inc. c/o Bank of America Merrill Lynch fax Credit Equity investment Asset Management NC,1-007-11 5 100 North Tryon Street Charlot.te%NC 2-8,202 # Vice President Attention'. Nicole 134-'11clon, With copy to: Sidley and Austin, LL P One South Dearborn Street, Chicago, IL 60603 Attention:i+-. David R. H1119 Es q. Notices g iven to Grantor's Members shall be in writing and delivered to the addresses listed above, or to such other address as they designate by written notice to DEED OF TRUST'—ROME FUNDS Page 6 Western Center Reserve,LL C Rev. 10-17-13 Lender. Each such notice or other corn nun i cation shall be effective on the date of receipt when sent by U. S. Mail, 'postage prepaid, by certified mail,, return receipt requested or by a nationally recognized overnight delivery service. 6. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. C. Trustee's Rights and Duties, If directed by Lender to foreclose this lien, Trustee will- 1. either personally or by agent give notice of the f6ieclosure 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,; 3. from the proceeds of the sale, pay, in this order- a. expenses of foreclosure, including a reasonable commission to Trustee,; b. to,,, Lender, the full amount of principal, interest, reasonable, -attorney's fees, and other charges due and unpaid, C. any amounts required by law to be paid before payment to Grantor; and d. to Grantor, any bal dnce; and 4. be indernnified, held harmless, and defended by Lender against all costs, expenses, and liabilittes, M' curred by Trustee for acting in the execution or enforcement of the trust created by this Deed of Tnist, which includes all Court, and other costs, including, reasonable attorney's fees, 'incurred by Trustee in aciense, 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 falls 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. DEED OF"rRU'ST—HOME FUNDS Page 7 Western Center Reserve,LLC Rev. 10-1.7-1-3 ................. ........... 3 Proceeding under this Deed of Trust, filing suit for foreclosure, Or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of' all or part of the Obligations is extended or part of the Property is released., unless a subordination agreement is executed by the Lender. 5. If any portion of the Obligations cannot be lawfully secured by this Deed of Trust, payments will be applied first to discharge that portion. 6. Subject to the rights, of senior lien holders, Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred) including reaso�na le attorney's fees and court and,,,other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not be liable for failure to collect or to exercise diligence in collecting any such,amot'Ints" 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, in tine event 6f any fire or other casualty to the Property or eminent domain proceedings resulting'- in sonde eamation of the Property or any part thereof, Grantor shall have the right to rebuild the Property, and to use all available insurance or condemnation proceeds therefore-,, provided that (a) such proceeds are sufficient to keep the Obligations in balance and rebuild the Property in a manner that provides adequate security to Lender for repayment or performance of the Obligations or if' such proceeds are insufficient then Grantor shall have funded any deficiency, (b) subject, to the rights of senior lien holders, Lender shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condernnatilon proceeds for rebuilding, under a construction escrow or similar arrangement, and (c) no material default then exists under the Loan documents other than attributable to casualty or condemnation. If the casualty or condemnation affects only part of the Property and total rebuilding is infeasible, then proceeds, may be used for partial rebuilding and partial repayment of the Obligations in a manner that provides adequate security to Lender for repayment of the remaining, balance of the Obligations, and any excess proceeds shall be,paid to Grantor. 7. Subject to the rights of senior lien holders, Grantor assigns to Lender absolutely, not only as collateral, all present and, future rent and other income and receipts ,pts from the Property. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other income and receipts to payment of I the Obligations and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to DEED OF TRUST—HO�ME FUNDS Page 8 Western Center Reserve,L Rev. 10-17- 3 the Obligations and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in payment or performance of the Obligations or performance of this Deed of Trust, subject to the rights of senior lien holders, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and rernedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph tirst to expenses incurred in exercising Lender's rights and remedies and then to Grantor's obligations, with respect to the Obligations and this Deed of Trust in the order determined by Lender. Lender is not required to act under this paragraph, and acting under this paragraph does not waive of,Lender's other rights or remedies. 8. Interest on the debt secured by this Deed of Trust w I 111,1,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 a I mount 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 secured1by a lien on real estate or create a lien otherwise pirohib;ited by law. Nmie"n' ,,, the context requires, singular nouns, and pronouns Include -the plural, I 1.,1, The to Notle includes all extensions, modifications, and renewals of the Note and alt a m( oprits secured by this Diced of Trust. 12. Grantor,agrees to (a) keep at Grantor's address, or such other place as Lender may approve, ac" counts and records reflecting the operation of the Property and copies of all written 'contracts, ]cases, 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 :fender's request from time to time., internally prepared financial statements, of Grantor and any guarantor of the Note prepared in accordance with generally accepted accounting principles consistently DEED OF TRUST—HOME FUNDS Page 9 Western Center Reserve,LLC Rev. 1.O-17-13 applied, in detail reasonably satisfactory to Lender and certified to be materially true and correct by the chief financial officer of Grantor or its certified public accountant, as applicable. 14,. If Lender orders an appraisal of the Property while a default exists, or to comply with legal requirements affecting Lender,, Grantor, at Lender's request, agrees, to reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails, to reimburse Lender for any such appraisal within 20 days of Lender's written request, that failure is a default under this Deed of Trust. 15. Grantor agrees to allow Lender or Lender's agents to enter the Property during regular business hours upon at least 4�8, hours prior:hotice inspect nspect it and arty personal property in which Lender is granted a security interest byffil's Deed of Trust. 16. Grantor, may not sell, transfer, or otherwise dispose-,of any Property,, whether voluntarily or by operation of law,1 except for conden-mation or A'6 obtain utility easements, without the prior written consent of Lender. If granted, consent may be conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and management ability being satisfactory to Lender; and (b) the grantee's executing, before such sale, transfer, or other disposition' a written assumption agreement containing any terms Lender may reasonably require, such as pri ncipal 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 bf:Tr' ust , or any other instruments evidencing or securing the Obligations. Grantor may not cause or permit any Property to be encumbered by any liens, security interests, or encu'rnbrances ,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. If granted, consent may be conditioned upon Grantor's executing, before granting such lies , a written modification agreement containing any terms Lender may, require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, an approval fee, or any other modification of the Note, this Deed of Tnist, or any other instruments evidencing or securing the Obligations. Grantor may not grant any lien, security 'interest, or other encumbrance (a "'Subordinate Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust without the prior written consent of Lender other than the Declaration of Land Use Restrictive Covenants ("LURA") which will be executed by Grantor on the form required by the Texas Department of Housing and Community Affairs ("'TDHCA"), which is hereby approved, and such 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. Lender acknowledges and agrees that, in the event of a foreclosure of its interest, under this, Deed of Trust, the following rule contained DEED OF'TRUST—HOME FUNDS Page 10 Western Center Reserve,LLC Rev. 1,0-17-13 ................ ............ in Section 42(h)(6)(E)(1*101 of the Internal Revenue Code of 1986: (the "Code") shall 0 appily, A 11 For a period of 3 years from the date of foreclosure, with respect to any unit that had been regulated by the LURA, (01 none of the eligl*ble tenants occupying those units at the time of foreclosure may be evl*cted or their tenancy terminated (other than for good cause), (1*0 nor may any rent be increased except as, otherwise permitted under Section 42 of the Code. If granted, consent for loans and documents other than the LURA may be conditioned upon the Subordinate Instrument's containing express covenants to the effect that- a. the Subordinate Instrument is unconattionally 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 10 f tenancy w"ithout the prior written consent of Lender, and that consent, 1 granted, may be conditioned in any manner Lender determines; C. rents, if collected by or for the holder off` the Subordinate Instrument, will be applied first to the payment of:thd ObI1'g4ti0ns then due and to expenses incurred 'in the ownership, operation, and"I''maintenance of the Property in any order Lendermay determine, before being applied to any indebtedness secured by the Su Dorainate Instrument" d. written notice, of default,under I the Subordinate Instrument and written notice of the 'commencement of any action to foreclose or otherwise enforce the Subordinate_Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement, and e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligations and this Deed of Trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument. Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability co pang, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any of its membership interests, other than an assignment to a senior lien holder or to the Investor Member; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or DEED OF TRUST—HOME FUNDS Page 11 Western Center Reserve,LLC Rev. 10-17 1 3 ........................ 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 an 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 pr 'ect, the withdrawal from or adm* * I 01 ission 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 N I ownership interest in Grantor or security interest in such ownership) Deing reasonably satisfactory to Lender-, and (b) the execution, before such event b'the n 1�_ perso succeeding - I Y ­ to the interest of Grantor in the Property or ownership interest in Grantor or security interest in such ownership) of a written modification or asst PO me ion agreement containing ipal play down on the such terms as Lender may reasonably require, such as,a, princ- Obligations, an increase in the rate of interest payable, with respect 11 to the Obligations, a transfer fee, or any other modification of the Note, this Deed of I Trust, or any other instruments evidencing or securing the Obligations. Notwithstanding anything to the, contrary herein, neither the withdrawal, removal, replacement, and/or addition of a Member of the Grantor pursuant to the terms of the Operating Agreement, or the assignment of inembership, *interests securing the Senior Indebtedness, nor the withdrawal, replacement, and/or addition of any of Grantor's Investor Member or its Investor Member's general, partners or members, shall constitute a default under any of the Loan documents, and any such actions shall not accelerate the maturity of the Loan, provided that any required substitute Grantor's Member is reasonably acceptable to Lender and is selected with reasonable promptness. Any substitute Member that is an affiliate of Grantor"s Investor Member or the holder of the Senior Indebtedness is hereby deemed acceptable to Lender. Further, none of hie actions described in this paragraph will constitute a material change in ownership which would trigger termination of the Contract as hereinafte"'i'd6fine'd'., 1,7l Grantor agrees not to grant any future fien or security interest in 'the Property or to permit any ffiture Junior encumbrance to be recorded or any existing or future claim,,to'",otherwise become an encumbrance against the Property other than the proposed LURA.Erich Lbe executed by Grantor on the form required by the TDHCA, wiH which is hereby approved. 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. DEED,OF'TRUST—HOME FUNDS Page 12, Western Center Reserve,LL,C Rev. 10-IT 13 20. Except as may be specifically stated in this, tDeed of Trust or the Note,, 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 permi,tted by law. 1 21. Grantor agrees, to, pay reasonable attorney's 't`ees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust 4 is p�laced in the hands of an attorney for enforcement. 22. If any provision of this Deed of Trust is deter inpd to be invalid or unenforceable, the validity or enforceability of any other provision will not be affected. 23. The to Lender includes any mortgage servicer for ender. 24. The debt and the performance secured' by this bee' d of. Trust is a, nonrecourse obligation of Borrower. Neither,Borrower nor any of its Me'ml' ber, s nor any other party shall have any personal liability for repayment, of the Loan des,CIhbed in the Contract. The sole recourse of Lender under the Loan'documents for repayment of the Loan or performance of any of the Obligations shall be the exercise of its right against the security for payment as defined in the Note, E0 Const rue flon Loan Mortgage 1- This Deed: of'Trust is a 11con,struction 'mortgage" within the meaning of Section .334 of the Texas Business, and Commerce Code. The liens and security interests created afid'granted by this, Deed of Trust secure an obligation incurred for the construction or rehab il i-tat'Ion of imporoylements on land. 2. Grantor agrees to comply with 'the terms, covenants and conditions of City Secretary Contract No 43273 :-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 for as Lender directs but subject to the rights of any senior lien holders, DEED OF TRUST HOME FUNDS Page 13 Western Center Reserve,LLB" Rev. 10-1?-13 ........................... 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 o r wi m'thout entry on the Property, ay (a) invoke any of the rights or remedies provided in the Contract, (b) accelerate the amounts secured by this Deed of Tnist and invoke the remedies provided in this Deed of Trust, or(c), do both. F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO T14E FOLLOWING CONDITIONS AND RESTRICTIONS: The Note secured by this Deed of Trust is the Note required in the Contract between Grantor and Lender and has been executed and delivered in, accordance with its terms. The funds advanced by Lender are HOME funds and the Contract 1 r uires that located on the Property with eq the 4 reside nti al re ntal units,, a HOME Funds (thee "HONE Units") must quality and,,,Temain affordable rental housing in accordance with the HOME Program and the HONW, Regulations for the 20 year Affordability Period more' e particularly defined in the Contract. Thee Obligations described 'in the Contrast by the�, Note and secured by this Deed of Trust will he n default if the'110ME, Units more particularly described in the Contract do not remain affordable rental,, housing, for the duration of the unfit Affordability Period,subject to the next available unit:rule. This Deed of Trust has, also been executed and delivered pursuant to the terms of the Contract, Grantor agrees to perform each and every obligation set forth therein and will not permit a default to occur thereunder,, Any default in the performance, of Grant or'& obligations under the terms of the Contract or the HOME Program or HOME Regulations'shah be deemed a default in the terms of the Note and Lender may invoke any remedies provided herein for default. DEED OF TRUST—HOME FUNDS Page 14, Western Center Reserve,LLB" Rev. 1 0-t7 13 THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN rrtm PARTIES. WESTERN CENTER RESERVE, LLC, a Texas limited liability company By MV Western Center"Reserve, LLB", an Ohio fimited"liability company Its Managing Member By: MV Affordable,Housing LLC,1 an Ohio limited liability comparty, Its: Sole Member By: Name: Its: Authorized Signer By4: Name: Its Authorized Signer AFTER RECORDING RETURN TO*1 C ity of Fort" City Attorney 's Office''"'' Attentioh .Vicki So Ganske 1000,Thtockpiorton Street',", Fort Worth,Texas 761021 DEED OF TRUST—HOME FUNDS Page 15 Western Center Reserve,LLC Rev. 1 0- 7-13 I STATE OF OHIO § COUNTY OF WARREN § Before me, the undersigned authority, on this day personally appeared , known, to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Given under my hand and seal this day of 120— [Seal] Notary,Pliblic Notary's Name (Printed): My commission expires.* STATE OF OHIO COUNTY OF WARREN,, Before me,,, 'the undersigned authority, on this day personally appeared known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Given under my hand and seat this day of 2 0 [Seal], Notary'Pub�lic Notary's, Name (Printed): My commission expires: DEED OF TRUST—HOME FUNDS Page 16 Western Center Reserve,LLC Rev. 10-17-13 DEED F TRUST HOME FU NM Page Western Center Reserve,L C Rev. 0.1. '-13 Exhibit"A" lrll� Lega Descry escription Lot 1, Block 1, Reserve at Western. Center., an Addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded under Clerk"s File No. D2132689 4, Official Public Records, Tarrant County, Texas DEED OF TRUST—HOME FUNDS Page 18 11) Western Center Reserve,LLC Rev. 10-17-1-1 Exhibit"B" Permitted Encumbrances 1. Declaration of Land Use Restrictive Covenants, by and between Western Center Reserve, LLC, a Texas limited liability company, Texas Department of Housing and COMMUnity Affairs, a public and official agency of the State of Texas, and Bank of America, N.A. to be recorded in the Real Property Records of Tarrant County, Texas. I All deeds of trust, mortgages and other loan documents securing the Promissory Note to Bank of America, N.A., 3. The Subordination Agreement. 4. Rights of tenants in possession, as tenants, o , under any unrecorded leases or rental agreements. 5. The following restrictive covenants of record, Clerk's File No. D2132618904, Official Pubilic Records, Tarrant County, Texas. 6. Any discrepancies, conflicts, or,shortages in area or boundary lines, or any encroachments or protrusions., or any overlapping-of,improvements. 7. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other,entities. 8. Standby fees, taxOq,and a's s es,sm ents b y any taxing authority, for the year 2014, and subsequent years:, and subsequent taxes and assessments by any taxing authority for prior years due to I change in land usage or ownership, but not those taxes or assessments for prior years 'because of an exemption granted to a previous, owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year., 9. Liens and leases that affect the title to the land, but that are subordinate to the lien, of the insured mortgage. 10. Any portion of the property described herein within the limits or boundaries of any public or private roadway a hig ,and/or hway,, including, but not limited to, that portion of the subject property lying within the boundary of 11. All, leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records of Tarrant County. DEED F TRUST—HOME FUNDS Page 19 Western Center Reserve,LLB' Rev. 10-17-13 ... ............. 12. 'The following matters, and all ter is of documents creating or offering evidence of the matters: a. Interest in and to oil, gas and other minerals and/or royalties, bonuses, rentals and all other rights, relating thereto as set forth in the document-, Recording No.: Volume 1456, Page 182, Deed Records, Tarrant County, Texas b. Interest in and to oil, gas and other minerals and/or royalties, bonuses, rentals and all other rights relating thereto as set forth in the document: Recording No.: Volume 3469, Page 540, Deed Records, Tarrant County .Y Texas c. Easements) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: Gee nway-Wes"tern,Center, L.P. Recording Date: June 8, 2004,' Recording No: Clerk's, File No. D204175425, Deed Records, Tarrant County, y BrianE n Wilso , Registered Texas, as shown on survey prepared,b Professional Land Surveyor No., 5745, dated October 7, 2013, last revised October 116, 2013. d. Oil, Gas and Mineral Lease, together,'with all rights incident thereto. v L'sse '.e* Four Se 'ens, O�il Co., Ltd. Dated: May,26, 2004 ecording No' Clerk's File No., D20424524,1, Deed Records,Tarrant Co�untyl, R .., Texas I Lease,e. Oil, Gas and Mineral ease, tolgether with all rights incident thereto. Lessee: Che'sapeaKe Lxploration, L.L.C. Dated.- March 15, 2010 Recording No.: Clerk's File No. 1 210074598, Deed Records, Tarrant County, Texas g. Rights of any and all parties to ditches, as shown,on survey prepared by Brian E. Wilson, Registered Professional Land Surveyor No. 5745, dated October 7, 20131, last revised October 16, 2013. 1- 11 h. Encroachment/Protrusion of fence, as shown on survey prepared by Brian E. 'DEED OF TRUST-HOME F,UNDiS Page 20 Western Center Reserve,L Rev. 1 0-17-13 Wilson, Registered Professional Land Surveyor No.5745, dated October 7, 2013, last revised October 16, 2013,. i. The following matters set forth on plat recorded under Clerk's File No. D213268904, Official Public Records, Tarrant County, Texas.- 1. 10' x 35�' water easement, 2. Variable width emergency acces,s, easements; 31. 1.5' sanitary sewer easement, 4. 151) private storm sewer easement 5. 5 utility easement; 6. Flood plain easementl 7. 25' building lines" and 8. 10' x 10' public open space easements. DEED OF TRUST—HOME FUNDS Page 21 Western Center Reserve,LLC Rev. 1. -17-13 EXHIBIT "F" REIMBURSEMENT FORMS WESTERN CENTER SERVE,, LLC HOME CONSTRUCTION CONTRACT'-EXHIBITS Western Center Reserve,IB C Reserve at Western Center Rear. 10-17-13 Attachment I INVOICE Agency: Western Center Reserve, LLC Address.. City, State,Zip.- Project-. Reserve at Wester Center Period of Service: AEI t uIce Contractor's Certification:I certify that the costs incurred are valid and consistent with the terms and conditions of the contractbetween City and Agency. By signing,this invoice, I certify that to the best of my knowledge and belief the data included in,this reports true and accurate. It is c e that the provisio n of false information could leave the certifying official subject to the penalties of federal,state,and local law. Signature aid Date me: Title HOME CONSTRUCTION CONTRACT EXHIBITS Western Center Reserve,,LLC Reserve at Western Center Rev. 7-13 Attachment 11 City of Fort Worth 0 V"IL Housing and Economic uevelopment Department Expenditure,Worksheet Developer: Western Center Reserve LLC Project.- Reserve at Western Center Pqce,or BenePiLiaa DO t 2 3 4 5 6 7 8 9 101 12 3 .5 16, 17 18 19 L 20 L 21 22 23 24 25 26 27 28 29, 30 L TotaLl *Payroll must identify employee. Rent must identify tenant. Other payments,should identify individuals,if applicable. HOME CONS TRUCT ION'CONTRACT—'EXHIFBITS Western Center Reserve,LLC—Reserve at Western Center Rev. 10-17-13 EXHIBIT "G"' PROJECT COMPLIANCE REPORT: RENTAL HOUSING WESTERN CENTER RESERVE,,LLC HOME CONSTRUCTION CONTRACT—EXHIBITS Rev. 10-1743 Western Center Reserve,ITC—Reserve at Western Center PROJECT COMPLIANCE REPORT: RENTAL HOUSING Project Name: Contract #: Owner Name: Reporting Period: From To # of HOME -Assisted Units: # of High HOME Units Required: # of Low HOME Units Required: *All data reported should be consistent with requirements described in contract and any amendments Low or High # of HOME Persons Lease date Unit Number Rent Unit? Tenant Name = in HH EXHIBIT "G" Date of Last Unit Tenant's A, of Other , Income Utility -Monthly Annual Median HispanicRace Assistance Type of ? of BRs Certification Max Rent Allowance Rent Gross Income Type _ household L Type of Household Select: 1 Single. none:deny 2 Elderly 3 single 4 Two parents 5 Other Other Assistance Type Race Select: Select: 1 Section 8 1 White 2 HOME TBRA 2 Black/ African American 3 Other federal, state, 3 Asian or local assistance 4 American Indian/Alaskan Native 4 No assistance 5 Native Hawaiian/Other Pacific Islander Low HOME rents may not exceed 30% of the adjusted income of households at 50% of area median income, adjusted for household size and adjusted for tenant -paid utilities. Additionally, low HOME rents may not exceed the High HOME standard (which may be capped by the FMR). At lease 20% of HOME units in projects with 5 or more HOME -assisted units must have low HOME rents. High HOME rents apply to all other HOME-assited units and are calculated as the lesser of the Section 8 (Choice Voucher) Fair Market Rent or 30% of adjusted monthly income for households at 65% are median income, adjusted for household size, and adjusted for tenant -paid utilities. Both sets of rents are published by HUD. and both limit the local contract rent, including rental assistance, except for project -based assistance for the Low HOME rent units. 6 American Indian/Alaskan Native & White 7 Asian & White 8 Black & White 9 American Indian/Alaskan Native & Black 10 Other Certification: The undersigned, hereby, gives assurance that to the best of my knowledge and belief, the data included in this report is true and accurate, and if is a non-profit agency, has been approved by the governing body of the organization prior to submission. This completed and signed document should be submitted to the City annually per your contract. A copy should be retained in your files. Title: Print Name: Signature: Date: Phone No.. EXHIBIT "H"' FEDERAL LABOR STANDARD PROVISIONS - DAMS-BACON REQUIREMENTS WESTERN CENTER SERVE, LLC NOT APPLICABLE HOME CONSTRUCTION C NT C —EXHIBITS Western Center Reserve, PLC Reserve at estern Center Rev. 10-17-13 Exhibit "H" Federal Labor Standards Provisions U.S. Department ofHousing and Urban Development Office of Laboir Relations Applicability (11) The work to be, performed by the classification, The Project or Program to which the con�struction work requested is not performed, by a, classification In the wage determ,ination, and covered by this contract pe�rtai�ns is being assisted by the 0 United States of America and the following Federal Labor (2) Thle c,lassification is util�ized in the area by the Standards Provisions are included in thiis Contract constructlion industry; and pursuant to the provisions applicable to such Federal, (3) The proposed wage rate, including any bona fide assistanc,e fringe benefits, bears a reasonable relationship to the A. 1. (1), Minimum 'Wagos. All laborers and mechani,cs wage rates contained in, the wage determination. employed or working upon the site of the work, will be paid (b) If the contractor and the laborers and mechanics to, be unconditionally and n:ot less often than oncle a week, and empiloyed in the classification, (if known), or their w�ithout subsequent cleduction or rebate on any account represe�ntatives, and HUD o�r its designee agree on the (excepit such payroll, deductions as are permitted by classification and wage rate (including the a,mouint regulations issued by 'the Secretary of Labor under the, desi!gnated, for fri:nge benefits where appropriate), a repo,rt Copeland Act (29 CFR Part 3), the full, amiouint of wages of thle action taken shall be sent by HUD or i,ts desiginee to and bona, fide fr�inge benefits (or cash equivalents thereof) the Administrator of the Wage and Hour Division, due at time of pa�y�ment computed at rates not less thian Employment Standards Administration, U.S Department of those contained in the wag�e determination of the Labor, Washington, D.C. 20,210, The Ad,minis,trator, or an Secretary, of Labor which is attached hereto and made a authorized representative, will approve, modify, or pa,rt hereof, regardless of any contractual relationship dis,approve every additional classification action within 30 which may be alleged to exist between the contraictor and days, o,f re,cei,p�t and s,o advise H,UD or its designee or will such laborers and mechanics, Contributions made or notify HUD, or its designee with,in the 30-day period that costs reasonably anticipated for bona fide friinge b�enefits additional timie is necessary. (Apiproved by the Office of under Section I(b)(2) o,f the Davis-Bacon Act on beh:alf of Management and Budget under OMB control number 1215- laborers, or me,chanics are considiered, wages paid to such 0140�) laborers or mechanics, subject to the provisions, of 29 CFR (c) In the event the contractor, the laborers, or mechanics 5,5(a)(1)(iv), also, regular contributions made or costs, to be employed in the classificati�on or thlei�r in,curred for more, thian a weekly period (but not less, often representatives, and HUD, or its designee do not agree on than quarterly) under plans, funds, or programs, which the proposed classificatio,n and wage rate (including the cov�er the particular weekly period, are deemed to be amount designated for fringe benefits, where appropria,te), constructively made or incurred during such weekly period. HUD or its designee shall, refer the ques,tio�ns, inc,luding Such laborers and mechani,cs shall be paid thie appropriate the views of all interested plarties and the recommendation wage rate and fringe benefits on the wage dete�rmination of HU,D or its designee, to the Administrator for for the classification: of work actuallly performed, without determination. The Admliniistrator, or an authorized regard to s,kiilli, except as p�rovided in 29, CFR 5.5(a)(14), representative,, will issue a determinati,on with,in 30 days of Laborers or mechanics performing work in more than one receipt and so advise HiUD or its designee or will notify classification may be compenisated at the rate specified for HUD, or its desig,nee within the 30-day period that each classification for the tim,e actually worked therein, aidditionial time is necessary. (Approved by the Office of Provi,d�ed, That the empiloyer's payroll records accurately Management and Budget u�nder OMB; Control Number set forth the time spent in each classification in which 12�15-0140,) work is per,formed. The wag,e determination ('i:nc,lulding any (d) The wage rate (including! fringe benefits where additio�nal classification and wage rates conformed under app,ropriate) determined pursua,nt to subparagrap,hs 29 CFR 5-5(a)(1)(ii) anid the Davis,-Bac,on poster (WH- (1,)(i,i,)(b) or (c) of' this p�aragraph, shall be paid to a:ll 1321) shall be posted at alil times by the contractor and its workers performing work in the classificati,on und�er this subcontractors a,t, the site of the work in a prominent and contra�ct from the first day on which work is performed in accessible, place whiere it can be easily seen by the the cl�assification. workers. (1�1) (a) Any class of liaborers or mechanics which is not (111) Whenever the minimum wage rate prescribed in the listed in the wa,ge determination and wh,ic,h, is to be c,onlitrac,t for a class of laborers or mechanics includes, a employed und,er the contract shal,l be classified in fringe benefit which is not expressed as an hourly rate, the conformance with the wage determination. HUD shall contractor shall either pay the benefit as stated, in the approve an additional classification and wage rate and wage d!ete,rmiln�ation or shall pay an,other bona, fide fringe fringe benefits there�for only when the following criteria benefit or an hourly cash equivalent thereof. ha�ve bee�n met (iv) If the contra,ctor does not make paymenits to a trustee or olther third person, the contractor may con,sidier as part --now form H,UD-4010(06/2W9) Previous editions are obsolete Page 1 of 5 ref.Handbook 1344.1 of th,e wages of ainy laborer or mechanic, the amount oif any co�mmuni,cated in writing to, the laborers or mechanics costs reasoinab�ly anticipated iin providing b�o�nia fide fringe affected, a:nd records which show thle costs anticipated or benef'i,ts under a pl:an or prog�ram, Provided, That the the actual cost incurred in priovidin�g such beniefits Secretary of Labor has found, upoin thle written request of Contractors employing apprentices or trainees under the con,trac,to,r, that the aipplicab�le standards of the Davis- approved pr�ograms shall maintain written, evidence olf the Bacon Act have been miet The Secretary of Labor may registration of apprenticeship programs and certification of req�uire, the cointractor to set asid,e i�n a,, separate account trainee programs, the registrat,ioln of the apprentices and assets for the meeting of obl�igaition�s under the p,lan o,r trainees, and the ratios and wage rates prescribed in the program (Approved by the Office of Mianage�ment and applicable programs. (Approved by the Office of Budget under OMB Controf Number 1215-0140.) Management ain!d B,u,dget under OMB Control Niumblers 2., Withholding. HUD or its designee shall upion its own 121�5-014,0 and, 1215,-�00117�.) action or upon writte�n request of a n authorized (11) (a) The contractor shall submit weekly for e�ach week representative of the Depa,rtment of Labor withhold or in, whiich any contract work is performed a copy of' all caus,e, to ble withheld from the, contractor under this payrolls to HUD or its, designee if the agency is a party to contract or any other Federal contract with the same prime the contract, b�ut if the a,gency is not s,uch a party, the co�ntractor', or any other F'eder,ally-assiste�d contract contracto:r will submit the p�ayrollis to thle applicant subjec,t to Daivis-Bac�on prevalling wage requirements, spoinsor, or o�w�ner, as, the case may be, foir transmission to whilch is held, by the same pirime contractor so much of th,e HUD or its designee. The payrolls submitted shall set out ac�crued payments or advances as may be conis,idered accurately and completely all of the information required necessary to pay laborers and, mechainic,s, incl,udiing t,o be maintained under 29 CFR 5.5(a)(3)(i) except thiat full apprenitices, traine,es and helpers. employed by the soci�al security numbers and home addresses shiall not be conitractor or any s�ubcontractor the full amount of wages includ:ed on wee�kly transmittals Instead the payrolls, shall required, by the con,tract In the event of fa,iliure to, pa,y any only, need to inc�lude an Individually identifying number for taborer or mechia�ni�c, including any apiprentice, trai�n,ee or each employee (e.g., the la�st four digits of the employee's helper, emiployed of workin,g on the site of the! work, all or sociall security number). 'The requ,ired w�eek,ly payrol�l part of the wages required by the contract, HUD or its �informiation may be s,ubm!itted in any form desired. des,ignee miaiy, alift,e�r written no�tice to the conitraictor, Optional Form W'H-,347 is availa�bl:e for this plu,rplose from sponsor, applicant, or owner, take such action as may be the Wage and Hour Division Web site at necessary to caulse the suspension! of any further or its payment,, advance, or guiara,ntee of fu�nds, until such successor site. The prime contractor is responsible, foir violations have ceased. HUD or its, designee may, after t,he submission of copies of payrolls by all subcontractors. written notice to, the contractor, di�sbur�se such amounts Contractor's and subcontractors shall maintain the full withheld for and, oin accou,nt of thie contractor or soicial s,ecurity, number and current address of ea,ch subcontractor to 'the respective employees to whom they covered worker, and shall provide them upon reque�st to are due The Comptroller General shiall m�ake Such HUD or its de,signee it the agency Is a pairty to the disbursements in the case oif dire�ct Davis-Baco�n Act contract, buit if the agency is not such a party, the contracts. contractor will s,ubmit the playroills, to the applicant 3. (1) Payrolls and baslc rocords. P:ay�rolls and bas�ic sponsor, or owner, as the case may be, for transmission, to records relating there!to shall be maintained by the HU,D or, its designee, the contractor, or the Wage, a,nd Hour contra�c�tor during the course of' the, w�ork preserved for a Division of thie Department of' Labor for, purposes, of' an period olf three years thereaf!t,er for all laborers and investigation or audit of compliance with, prevailing wage mechanics working at the site oif the work Such records requirements. It, is not a violation of this subparagraph for shalt conitain the niame, address,, and social security a, prime contractor to re!qiuire a subcontractor to provide number of each s,uchl worker, his or her correct adidr,esses and social security numbers to the prime classification, hourly rates of wages paid (including rates contractor for its own records, wi�thout weekly submission, of contributions of costs anticipated foir bona, fide fringe, to HUD, or its designee. (Approved by the Office of benefits or, cash, equivalents thereof of the types, described Management and Budget under O,MB Control Number in Section l(b)(2)(B) of the, Diavis-bacon Act), dail�y and 1215-0149) weekly number of hours worked, dieducti�ons made anid (bi) Each, p�ayroll submi�tted shall, be aiccomplanied by a actual wages paid. Whenever the Secretary of Labor has "Statement of Compliance," s,igned by the contractor or found under 29 CFR 5.5 (a)(I)(iv) that the wages of any subcontractor or his or her agent who pays or s,upervi�ses laborer o,r mechani,c include the amount of any costs the payment of the persons employed under the contra,ct reasonab�ly anticipated in piroviding benefits unider a plan and shall certif�y the following. or program described in Section 11(b)(2,)(B) of the Davis- (1) That the payroll for the payro�l�l perilod co�ntains the Bacon Ac,t, the contractor shall maiintain records which information required to, be pro�vilded under 29 CFR 5,5 show that 'the c,ommiiitment t,o providie sulch benefits is (ai)�(3)(ii), the appropriate information is being main�t'ained enforceable, t�ha�t the plan or prograrn ils financially under 219 CFR 5,.5(a)(3)(i)�, and that such information is responsib,le, and that, the plan or, program has, been correct and complete, 11 1 -- - — — Previous,editions are obsolete, form HUD-401101(06/2009) Page 2 of 5 ref.Handbook 1344.1 (2,) That each laborer or mechanic (including each helper, is not registered or otherwise employed as stated a,bove, apprentice, a,nd trainee) employed on thie contract during shall be paid not less than t,h,e applicable wage rate on the the payroll period hais been paid the full weekly wage�s wage determination for t,he cla,ssi�fication oif work actually learned, w,ithout rebate, eiither direc,tly or indirectly, and performed. In addition, any apprenticle performing work on that no dieductions have been made eithie�r directly or the job si,te in exc,es,s, of the, raitio permitted under the indirectly from the full wages ea�rnied, other than registered program shall be paid not less than thle pefmissibl�e deductions as set forth in 29 CFR P,airt 3; applicable wage ra,te on t,he wage cletermination for thie (3,) That each labore,r or mecha,nic has, been p�aid not less work actually performed Where a contractoir is performing than the applicable, wage rates and fringe benefits or cash cons,truc,tion o,n a project in a locality other than that in equivalents for, the classification of work performed, a,s which its program is registered, 'the ratios and wage rates spec,ified i n the a,pp�licable wage determination (expressed in percen'tages, o,f the Journeyman's, hourly incorporated! into the contract, rate) specified in the contract,orl"s or subcontractor's (c�) The weekly subm,issi,on of a properly executed registered program sh;all be observed. Every a,pprentice certification set forth on the reverse si'de of Optional Form must be paid at not less than th,e rate specifi,led in, the WH-347 shall satisfy the requirement for submission of the regis,te�red p�roig!ram 'for the appr,ent,ilce's level of progress, "'Statement of Compliance" required by subparagraph expressed as a percentage, of the, Journeymen hourly rate A I(i i)(b), specified i n the applicable wag�e determination, (d) The falsif'ication of any of the above certifications may Apprentices shiall be paid friin,gie benefilts in accordance subject, the contractor or subcontractor to civil, or criminal with the provisilons of the apprenticeship program. If the pros,ecution under Sectio�n 10,01 of Tiitle 18 and Section apprenticeship program does not specify fringe benefits, 231, of Title 31 of the Unit�ed Sitates Code apprentices must be paid the full, amount of fringe benefits lisited on I'he wage determination for the applicable (11111) The contractor or subcontractor shall make the classification If the Administrator determines that a records required under subparagraph A.3,(i), available for different practice prevails for thie applicable ap�prentice inspection, c,o�pying!, or transcription by auithorized classification, fringies, s,hall be paid in accoirdance with tha�t representatives of HUD or its, designee or, the Department determination. In th,e even,t the Office olf Apprenticeship of Labor, and shaill permit such representatives to Training, Employer and Labor Services, or a State interview, emplo,y�ees during working hours oin the jilob If Apprenticeship Agency recogniz,ed by the Office, the, cointraic,tor or su�bcon�tractoir fails to s,ub�mit 'the r,eq,uired withdra�lws approval of an apprenticeship program, the records or to make them av�aila,ble, HUD or its designee contractor will no longer be: permitted to utilize may', af'ter written notice to the contractor, sponsor, apprentices at less than the applicable predetermined' rate ap�pilicant, or owner, take such action as may be necessary foir the work performed, until an acceptable program is to cause the s,uspension of an�y further payment, advance, approved. or, guarantee of funds, Furthermore, failure to submit the (1,1) Traln''003'. Except as, provided in 2,91 CFR 51.16,� reliquired records upon request oir to make such records trainees will not be permittelid to work at less than the available may be grounds for debarment action pursuant to predetermined rate for the work performed uniels,s th�ey are 29 CFR 5-12. employed pursuan,t ',,to and, indivi,du,ally regis,tered in a 4. Apprentices and Tralnoes. program which has received prior approval. eviden!ced, by (1) Apprentices. Apprentices, will be permitted to w�or,k at �formail certification by, the, U,S. Department, of Labor, less thian the pr,eldeltermined ratel for the work they Employment and, Training Administration. The ratio of performed when thiey are employed pursulant to and trainees to journeymen on the job, site shall' not be greater individ,ually registered i�n a bona tide apprenticeship thian per,mlitted unide,r the plan approved by the program registered with the, U.S�. Department of Labor, Employment and Training Adminisiration Every trainee Employment and Training Administration. Office o,f must be paid at not less, 'than the rate specified iin t�h�e A,p�prent ices hip Trainii,n;g, Emp�l,oyer and, Labor Services, or approved pr,ograim for the trainee's, level of progr,ess, wlith, a State Apprenticeship Agency recognized by thie expressed! as a percentage of the journ�eyman hourly rate Office, or if a pe,rson is employed, in his, oir her first 90 specified in the appl�icalble wage determination Trainees daiys, of' probationiary employment as an apprentice in such shall be plaid fringe benefits i�n accordance wit,h the an apprenticeship program, who is not indivi,d�ually provisions of the trainee program. if the trainee program registered in the program, but who has been certified by dioes not mention friinge ben�efits, tra,inees, shalil be p,aild thie Office of Apprenticeship Training, Employer and Labor the tuill amou�nt of fringe benefits listed on the wage Services or, a State Apprenticeship Agency (where determination unless the Admii:niistrator of the VVage and ,alp�piropiri!ate) t,o be eligible for probationary e�miploymenit as Hour Division detierm,ine,s that there is an, apprenticeship an apprentice. The alilowablie ratio of apprentices to program, associated with the corresponding lourneyman Journeymen on the job site in an,y craft classification shall wage rate on the, wiage determination which provides for not be greater than the ratio p�ermi�tte,d, to, the contractoir as less than full fri�nge benefits, for apprentices, Any to the entire work force uinder the registered program Any emiployee listed on the payroll at a, trainee rate who is not worker listed on a payroll at an appr,e�ntice wage rate, who registered and participating in a�, t,rainiin:g plain approved by Previous ediftions are obsolete form MUD-4010(01612009) Page 3 of 5 ref.Handbook 1344.1 the Employm,e�nt and Training Administration shall be pa�id awarded HUD contra,cts or, participate in HUlD programs not, less than the applicablle wage rate on the wa,ge pursuant to 24 CFR Part 24, dietermination for the work actually performed. In addition, (11), N�ol part of this contr,act shall be subcontra�ctied to any any trainee performing work on t,he job site in excess of person or firm ineligible for alward of a: Government the ratio permitted under the reg�is,tered p�rogram shall be contract, by virtue of Section 31(a) of the Davis-Bacon Act pal,id not less, than the applicable wage rate on the wage o�r 29 C�FR 5 12(a)(1) or to be awarded HUD contracts or determina,tion for the work actuall:y performed In the parlicipaite in HUD programs pursuant to 24 CFR Par,t 24, event the Employment and, Training Administration (111) The penalty for making false, statements, is, prescribed withdraws approval of a, traiining program, the contractor in the U.S, Criminal Code, 18 U,S.C, 10�01. Additionally, will no longer be permitted 'to u'tilize trainees at les,s than U,,S. Criminal Code, Section 1 0`1 0, Title 18�, U.&C.,, the I applicab�le predletermined rate for thie work perf'ormed "Federal H,o�using Administration trans actions', provides in until an acceptable program is apiprolved (111) Equal employment opportunity. The utillization o�f paW "Whoever, for the purpose olf influencing in, any app�rentices, trainees, and jo,urn�eymen under 29 CFR Part 5 way the action of such Administration__ miakes, utte�rs or shall be in, conformi�ty with the equal employment publishes aniy s,t,atem,ent kno�wi,ng the same to be false,_., opportunity requirements, of Executiv�e Order 11246. as shall be fined niot more than $5,000, or imprisoned not" amended. and 29 CFR Plart 30 more than two ye�ars, or both," 5. Compliance w1th Copeland Act requirements. The 11. Complaints, Proceedings, or Testimony by contract,or sih,all compily with the requ,irements of 2,9 CFR Employees, No l�aboref or mechanic to whom 'the wage, Part 3 which are incorporated by refe,reince in thiis conitract salary, or other labor standards provisions of this, Contract a:re applicable shall be discharged or in any other manner 6. Subcontracts,. The contractor or subcontractor will discriminated against by, the Contractor or any insert in a�ny subcontracts thie clauses, contained in subcontractior becaluse suich employee has filed any subparagraphs I through 11 in this paragraph A and s,uch complain:t or instituted or caused to be instit,uted, any other cl,auses as HUD or its designee may by appropriate proceeding or has testified or is about to testify in aniy Instructions require, a n cl a copy o�f the applicable proceeding under or relating to the la,bo�r standards, p(evailing wage decision, and, also a clause requiring the applicable, under this, Contract to his employer, subcontractors to include th,es,e claus,es, in, ainiy lower tier I subc,ontrac,ts The pirime contractor shall be responsi�bile B., Contract Work Hours, and Safety Standards Act The fo�r the compliance by any subcontractor or lower tier provisions of this,paragraph B are applicable where the amount of the subcontraictor with, all, the coin,tract clause,s in this prime contract exceeds $1100,000, As used in, th,is, paragraph, the paragraph. terms"laborers"l and,"mechanics"includle watchmen and gu,ar,ds, 7. Contract termination; debarment. A breach of the (1) Overtime requirements. No contractor or, subcontractor cont(act cliauses in, 29, CFR 5.51 m,a,y be giro�uinids for contracting for any part of the contract work 'which may require or termination of the cointf act and for,debarment as a involve the employment of laborers or mechanics shall require or contractor and a, subcontractor as provi�ded in 29 CFR permit, any such laborer or mechanic in any workweek in which the individual is employed on such work to work in excess of 40 hours in, 5�12. such workweek unless such laborer, or mechanic receives 8. Compliance wit,h Davis-Bacon and Related Act Requirements. compensation at a rate not less than one and,one-half times the basic All rul,ings and interpretations of the Davis-Bacon and rate of pay for all hours worked in excess of 40 hours, in such, Related Acts contained in 29 CFR Parts 1, 3, and 5 aire workweek. herein, incorpoirated by reifere!nce in�, thiis contract (2) Violation; liability for unpald wages; Ilquidated 9. Disputies concerning labor standards. Disputes damiaiges., In the event of any violation of the clause set arising out of the labor standards provisions of this forth in subiparagraph (1) of' this paragraph, thie contractor, contract shall not be subject to the general disputes and, any subcontractor responsible therefor shal,l be liable claiusie of this co�ntract Such disputes s,hiall be resolved in for the unpaid 'wages In addition, such contractor and accordance with the procedure,s, of the Department of subcontractor shall be lia,blie to the United Statels, (in 'the Lab�c( set forth in 29 CFR Parts 5, 6, and 7 Disputes case olf work done u,nder con,tract for the District of within the meaning of this clause inc,lude disputes between Columbia or a terr,ito(y, to such Di�strict or to such the, con,tractor (or any of its subcontractors) and HUD or territory), for liquidated damage�s. Such liquidated, i�ts designee, the U.S Department of Labor, or the dam,ages shall be compu�ted with respect to each i,ndiividual empl�o,yees or t,heir representative�s. laborer or mechanic, including watchmen and guards, 10. (1) Certification of' Eligibility. By entering into thiis emiployed in violation, of the clause set f ort h, in contract the contractor certifies, that neither it (noir he or subparagraph (1) of this paragraph, in the sum of$10 for each she), nor any per�son or firm who has an in;terest in the calendar day on, which such individual, was required or permitted to conlractor�'s firm is a person or firm ineligible to be, work in excess of the standard workweek of 40 hours without payment awarded Government contracts by virtilue of Section 30) of of the overtime wages required by the c,lause set forth in sub the Davis-Baicon Ac,t or 29 CFR 5,.12(a)(1) or to be! paragraph (1) olf this, paragraph, Previous editions,are obsolete form HUD4�010(06/2009), Page 4 of 5 ref,Handbook 1344A (3) With�holding for uinpaid wages and liquidated de aiges. HUD, or its, designee sfw all upon its, own action; or u 1pon written request est of an authorized representative f the Department of Laboir withhold a aldl r au t withheld, ld from any ores payable on account of work performed by the contractor or, subcontractor under r a n such contract or any other Federal contract with, the same prime contract,, t,, or any other r Federally-assisted c ntr act subject to the Contract "work Hours, and Safety Standards, Act which I held by the same prim+a contractor s,uch sums as may be determined to be raecaa ssary to satisfy any liabilities of such contractor r or subcontractor for unpaid aid wages and liquidated ated da ages gas provided in, the cl u,s,e set forgo In subparagraph (2) of this paragraph. Subcontracts. The contractor, or subcontractor shall insert in any subcontracts the clauses set forth in subparagraph through of this paragraph and aliso a c,l aau se re!qu,airiru the subcontractors contraactors tua include these clauses,sus, im any lower tier subcontracts. The grime contractor for shall be responsible for compliance by art subcontractor or lower tier subcontractor with the ciau s,es suit Barth in subparagraphs 1 thr a g,h of this C. Hasith and Safety. The provisions, f t s paragraph C are app#cable where the,amount of the ntrect,exceeds$100,000. No taborer air chap sic shi all be required u.aair to work In surroundings ndings ua r under working in conditlions which are unsanitary, azardu a s, or, dangerous to hIs health and s aft as determined under construction safety and health standards prornu lg ated by the Secretary of Labor by regulation. n, 2 The Contractor shall all comply with all regulations, issued the Secretary of valor puaaarsu aunt to Title 29 Part. 1926, and failure to comply may result It in imposition of sanctions, puirsuiant to the Contract,act ork Hours and Safety Standards Ault, (Public Law 91-54, 83 Stoat u 1 , j 3 The contractor shall include the provisions of this paragraph In ev ry subcontract ct sup that su,,ch provisions will be binding on each subcontractor. the contractor shall take such action with respect to any subcontractor the Secrietary of Housing and Urban Development or the Secretary of Labor s,hall direct as, a means of enforcing such provisions. Previous dpi s are obsolete form,HUD-4010 2 Page 5 of 5 ref.Handbook 113.1 EXHIBIT "I" SECTION 3 REPORTING FORMS WESTERN CENTER RESERVE,LLC HOME CONSTRUCTION CONTRACT—EXHIBITS Western Center Reserve,LLC—Reserve at Western Center Rev. 10-17-13 jr-11 hxhl*bl*t "I" Section 3 Summary Report U.S.Department of Housing OMB Approval No: 25:29-0043 Economic Opportunities for and Urban Development (exp.11 1/30/2010) Low—and Very Low-income Persons Office of Fair Housing And Eqlual Opportunity, HUD Field Office-. Section back of page for Public Reporting,Burden statement 1,Recipient Name&Address'. (street,city,state�,zip) 2.Federal ld�entification� (grant no.) 3, Total Amount of Award: 4.Contact Person 5.P,hone- (IncAude area code) - ..Len h­o Grant. 7 Reporting Perio& 8.Date Report Submitted: -79 Program Code: (Use separate sheet 10. Program Name'. for each program code), —0i—rt F. Employment and,Training Columns B,C and F are manda o Ids. Include New Hires in E&F) A B C D 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 Technician!s Office/Clerical Construction by Trade(List) Trade Trade Trade Trade Trade OPA List Total *Program Codes 3 Public/Indian Housing 4=Homeless Assistance 8=CDBG State Administered I=Flexible Subsidy A=Development, 5=HOME 9=Other CD Programs, 2:=Section 202/811 B=Operation 6=HOME State Administered 10,=Other Housing Programs C=Modernization 7=CDBG Entitlement Page 1 of 2 form HUD 600 2(6)2001) Ref 24 CF R 1135 Part II: Contracts Awarded Construction Contracts: A. Total dollar amount of all contracts awarded on the project Total dollar amount of contracts awarded to Section 3 businesses C. Percentage of the total dollar amount that was awarded to Section 3 businesses, a Total number of Section 3 businesses receiving contracts 2Non-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 HI: 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 will 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 60002 (11/2010) Ref 24 CFR 135 Fo�rm HUD-60002,Section 3 Summary Report,Economic Opportunities for Low-and'Very Low-income Persons. Instructions: This form is to be used to report annual 8. Program Code: Enter the appropriate program,code as listed at accomplishments regarding employment and other economic the bottom of the page. opportunities provided to low-and very low-income persons under 9, Program Name: Enter the name of HiUD Program corresponding Section 3 of the Housing and Urban Development Act of 1968. The with the"Program Code"in number 8,. Section 3 regulations apply to any public and Indian housing programs that receive-, (1)development assistance pursuant to Part 1: Employment and'Training Opportunities Section 5 of the,Ul.S,Housing Act of 1937;(2)operating assistance Column A: Contains various job,categodes. Professionals are pursuant,to Section 9 of the U.S.Ho�us,ing Act of 1937,or(3) defined as people who have special knowledge of an occupation(i.e. modernization grants pursuant to Section 14 of the U.S.HousingAct supervisors,architects,surveyors,planners,and computer of 1937 and to recipients of housing and community development programmers), For construction positions,list each trade and provide assistance in excess of$200�,0010 expended for (11)housing data in columns B through F for each trade where persons were rehabilitation(including reduction and abatement of lead-based paint employed, The category of"Other"includes occupations such as hazards);(2)housing construction-or(3)other public construction service w�orkers, projects;and to contracts and subcontracts in excess of$1'001000 Column B: (Mandatory Field) Enter the number of new hires for awarded in connection with,the Section-3-covered activity. each category of workers identified in Column A in connection with Form HUD-601002 has three parts,which are to be completed for this award. New h,ire refers to,a person who is not on the contractoes all programs covered by Section 3. Part I relates to,employment or recipient's payroll for,employment at the time of selection,for the and training,The recipient has the option to determ,inie numerical Section 3 covered award or at the time of receipt of Section 3 covered employmient/training goals either on the basis of the number of hours assistance, worked by new hires(columns B,D,E and F). Part 11 of the form Column C: (Mandatory Field,) Enter the number of Section 3 new relates to contracting,and Part III summarizes recipients'efforts to hires for each category of workers identified in,Column,A in comply with Section 3. connection with this award, Section 3 new hire refers to a,Section 3 Recipients or contractors subject to Section 3 requirements must resident who is not on the co�nitractor's or recipient's payroll for maintain appropriate documentation,to establish that HUD financial employment at the time of selection for the Section 3 covered award or assistance for housing and,community development programs were at the time of receipt of Section 3 covered assistance. directed toward low-and very low-income pe�rsons." A recipient of Column Di: Enter the percentage of ail,the staff hours of new hires Section 3 covered assistance shall submit one copy of this report to (Section,3 residents)in connection with this award,. HUD Headquarters,Office of Fair Housing and Equal Opportunity. Column E: Enter the percentage of the total staff hours worked for Where the program,providing assistance requ,ires an annual Section 3 employees and tra,inees(including new hires)connected performance report,this Section 3 report is to be submitted at the w,ith this,award. Include staff hours for part,-time and full-time same time,the program performance report is submitted. Where an positions. annual performance report is not required,this Section 3 report is to be Column F: (Mandatory Field) Enter the number of Section 3 submitted by January 10,and,,if the project ends before,December 3 1, residents that were traiined in connection with this award. within 10 days of project completion. Only Prime Recipients are Part 111" Contract Opportunities required to report to HUD. The report must include Block,1: Construction Contracts accomplishments of all recipients and their Section 3 covered Item A: Enter the total dollar amount of ail contracts awarded on the contractors and subcontractors. proj:ectiprogram. HUD Field Office: Enter the Field Office name Item B., Enter the total dollar amount of contracts connected'with th,is 1 Recipient: Enter the nameand address of the recipient project/program that were awarded to Section 3 businesses, submitting this report. Item C: Enter the percentage of the total dollar amount of contracts 2. Federal Identification" Enter the number that appears on the connected with this project/program awarded to Section 3 businesses, award form,(with dashes). The award may be a grant, Item D: Enter the number of Section 3 businesses receiving,awards., cooperative agreement or contract. Block 2: N�oin-Cons,truction Contracts 1 Dollar Amount of Award, Enter the dollar amount,rounded to the Item A: Enter the total dollar amount of all contracts awarded on the nearest dollar,received by the re�c,ipi�ent, proj,ect/progra,m. 4&5. Contact Person/Phone: Enter the name and telephone number Item B: Enter the total dollar amount of contracts con,inected with this of the person with knowledge of the award and the recipient's project awarded to,Section 3 businesses. implementation of Section 3. Item C: Enter the percentage of the total,dollar amount of contracts 6�. Reporting,Period: Indicate the time period(months,and year) connected with this project/program awarded to Section 3 businesses. this report covers,. Item D: Enter the number of Section 3 businesses receiving awards. 7, Date Report Submitted: Enter the appropriate date. Part III: Summary of Efforts—Self-explanatory Submit one(1)copy of this report to the HUD Headquarters Off ice of Fa,ir Housing and Equal Opportunity,at the same time the The Secretary may establish,income ceilings higher or lower,than 80 percent performance report is submitted to the program off ice. The Section 3 of the miediian,for the area on the basis,of the Secretary's findings such that report is submitted by January 10. Include only contracts executed variations are necessary because of prevailing,levels,of construction costs during the pedod specified in item 8. PHAs/lHAs are to report all or unusually high-or low-income families. Very low-income persons mean co�nitracts/subco�nitracts. low-income families(including single persons)whose incomes do not exceed 50 percent of the median famiiliy income area,as determined by the The terms"'low-income persons"and very low-income persons"have Secretary w,ith adjustments or smaller and larger families,except that the the same meanings given the terms in section 3(b)(2)of the United Secretary may establish income ceilings higher or lower than 50 percent of States Housing Act of 1937, Lo�w-inco�me persons mean families the median fo�r the area on the bas,is of the Secretary's findings that such (including single persons)whose incomes do not exceed 80 percent of variations are necessary because of unusually high or low family incomes, the median income for the area,as determined by the Secretary,with adjustments,for smaller and larger families,except that Page i fo�rm HUD 6�0002(111/2010) Ref 24 CFR 135 EXHIBSIT 41" STANDARDS FOR COMPLETE DOCUMENTATION WESTERN CENTER SERVE, 'w L� C HOME CONSTRUCTION CONTRACT ITS Western Center Reserve,LL - Reserve at Western Center Rev. 10-17-13 x i it "J" FOK,-I' WOKT%TH, u Stanid'ard of Documentation for Reimbursement of Devlelopmient Costs, Cost Type Documentation Stainid�ard Acquisition of Vacant Lots Notic�e-to Seller (dat'e must be on or before' 'the date of options agreement or sales contract and suree gned by the bu er and seller Recorded Deed of`rust Purchase,Agreement Required Master Settlement Statement 0 Appraisal or other document used to determine, purchase price i 0 Proof of Payment (bank statement/cancelled cheek) Sot Celts (Architect, Engineer, 0 Invoice Landscaping, Surveys, Appraisals, Invoice should include.- Environmental, Legal Fees, Other iate of C n ltants, Etc.) companyls letterhead; address for which service its provided- description of se ices)and to s , ou t for tee e ' and services; d! total a unt 0 Proof of Payment (le. bank statement or cancelled check) 0 If applicable,fuilliy executed contract/service,agreement and applicable amendments Provide printout from www.sam.R,ov verifying, contractor/subcontractor is not listed on the deharrecl and suspension list If only a portion is being paid with City fundis, then show calculation and ocumentat,i n of how costs are allocated. C 'DO,O er uting/Project Delivery invoice Expenses - Invoice should include: date; company's letterhead; address for which service is provided description of services anclitem(s)- , amount for itemized serviiees and total ouunt "'roof of Payment Le. bank statement or cancelled check) s es Bets Signed Employee and Supervisor Activity s Signed lye and Supervisor Pay Period Dates Should be Reflected if ayin for rent or contract services, copy of executed agreements If only a portion is, being paid with City funds, then show calculation and cloculrnent tiewn of how costs are allocated. Housing ana Economic Development t FINAL as of 4/24/201131 Page FORTWORTH, owl standard of Do�cum enta�tion for Reimbursement of De ellop,mr ent Costs Construction Costs (Contractors,& • Invoice Subcontractors) Invoice should include: date; company's letterhead; address for which service is provided; description of service(s) and item(s); amount,for itemized services; and total amount • Proof of Payment (i.e. bank statement or cancelled check) • Times,he:et('s) Signed by Employee and Supervisor Activity Shileet(s),Signed by Employee and supervisor Pay Period Dates,Should be Reflected Copy of a'ipplicabile inspection repoirt(s) conducted by HED Inspector Copy of executed agreements Provide printolut from www.sam.gov verifying 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,are allocated. • Foir re,tainage,for the prime contractor, lien waivers for the prime and all subcontractors. Materials, Purchased by Developer Invoice Invoice should include: date; company"s letterhead; address where matler�ials,will be used description of service�(s) a�nd item(s); cost by quantity; and total amount • Proof of Payment (ii.e. bank statement or cancelled check) Developer Fee • Final Invoice Reflecting Total Development Cost • proof of payment for any other entity contributing to development costs. • show calculation of agreed upon developer fee percentage • Copies of final lien rellea,ses from contractor/Is,u�ibcointractor • Complete Documentation required in contract for home/unit, produced (i.e. income; docs for eligible, homebluyeir, sales contract between developer/homebuyer, HAP Deed of Trust w/required affordability period language, etc) Housing and Economic Development FINAL as of 4/24/20,13, Page 2 M&C Review Page I of 3 Official site of the it of Fort Wotth,Texas CITY Cu"UNCIL AGENDA FORT WORTH COUNCIL ACTION: Approved on 312,0/2012 -Resolution No,. 4069-03-2012 IM1111111111 DATE: 3/20/2012 REFERENCE **C-25489 LOG 17 RES ERVEATWESTER NCENTER NO.: NAME: CO,DlE: C TYPE: CONSENT PUBLIC NO HEARING:1 SUBJECT-, Authorize Change of Use and Expenditure in, the Amount of$368,0I00.010 of HOME Investment Partnerships Program Grant Funds to Miller Valentine Group or its Designated Affiliate, in the Form of an Interim Loan for the Reserve at Western Center, a Multifamily Housing Development to 'Be Located' at Western Center Boulevard and Blue Mound Road, Authorize Execution of a Conditional Commitment and Contract, Authorize Su bstant,ial Amend ment to the City of Fort Worth's 2009!-2010 and 201 O�-201 1 Action Plans and Substitution of'Fuinding Years and Adopt Resolution Supporting the 2012 Low Income Housing Tax Credit Application for the Development (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended'that the City Council'- 1. Authorize a substantial amendment to the City of Fort Worth's 20091-2010 and 20101-2011 Action Plans-, 2,., Authorize 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 Ulrban Development-, 3. Authorize Change in Use and Expenditure in the amount of $368,000.00 in prior years HOME Investment Partnerships, Program Grant funds to the Miller Valentine Group or its designated affiliate, in the form of a interim repayment loan for the development of the Reserve at Western Center, 4. Authorize the City Manager or his designee to execute a Conditional Commitment with the Miller Valentine Group or its designated affiliate, for a interim repayment loan that conditions funding on completion of the Environmental Review, satisfactory compl!etion of HOME requirements, and among other things, receipt of Low Income Housing Tax Credits from the Texas Department of Housing and Communit 'Affairs; 5. Authorize the City Manager or his designee to execute a HOME Investment Partnerships Program Contract with the Miller Valentine Group or its designated affiliate, for the Development of a term beginning on the date of execution, of the contract and ending, on the date the 20 year affordability period expires; 6. Authorize the City Manager or his designee to extend or renew the Conditional Commitment or the Contract for up to one year if Miller Valentine Group requests an extension and such extension is necessary for completion of the Development; 7. Authorize the City Manager or his designee to amend the Conditional Commitment or the Contract if necessary to achieve project goals provided that the amendment, is within the scope of the Development and in compliance with City of Fort Worth policies and applicable laws and regulations governing the use of Federal Grant, Funds; and 8. Adopt attached Resolution supporting the 2012 Low Income Housing Tax Credit application. DISCUSSION: The Housing and Economic Development, Department issued' a Request For Proposals (RFP) in http://www.fortworthgov.org/counc"i iew.asp�?ID�=16613�&councildate=3/... 03/21/2012 1 _packet/mc—rev* C Review Page 3 f'3 ATTACHMENTS L IHTC Miller Valentine Resolutlon 3-20,-1 2 VG.doc ever° es ernCen erCCouncil http-// w.fo w r . rg/c nc*I � � tew.�.s I � 6 3&c ci ate=3 .«. 03/21/20 2