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HomeMy WebLinkAbout065301 - General - Contract - Fort Worth Affordability Inc.CITY SECRETARY CONTRACT NO. 6530 STATE OF TEXAS § COUNTY OF TARRANT § OFFICIAL RECORD CITY SECRETARY UDAG LOAN AGREEMENT FT. WORTH, TX This Loan Agreement ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City" or "Lender"), a home rule municipality organized under the laws of the State of Texas, and Fort Worth Affordability, Inc. ("FWAI" or "Borrower"), a domestic nonprofit corporation. Lender and Borrower may be referred to individually as a "Party" and jointly as "the Parties". R]RCTTAT.4 WHEREAS, On or about September 7, 1979 the Lender entered into that certain Urban Development Action Grant Agreement with the United States Department of Housing and Urban Development ("HUD"), UDAG Grant No. B-79-AA-48-0013 (the "UDAG Grant Agreement"), for use in acquiring land and constructing a parking garage located under General Worth Park in downtown Fort Worth (City Contract No. 10610), as more specifically set forth in the UDAG Grant Agreement. The Lender has leased the parking garage pursuant to and in accordance with that certain Lease Agreement ("Parking Garage Lease") dated on or about May 22, 1980 by and between the Lender and Hunt Hotel/Fort Worth, Ltd. (City Contract No. 11085, as amended and assigned). Rental revenues from the Parking Garage Lease are deemed "Grant Revenues" under the UDAG Grant Agreement (the "UDAG Grant Fund Proceeds"). The UDAG Grant Agreement allows the Lender to use the UDAG Grant Fund Proceeds (now described by HUD as "miscellaneous revenue") for community or economic development activities eligible for assistance under Title I of the Housing and Community Development Act of 1974, 42 USC 5301 et seq., as amended (the "Act"); WHEREAS, the Lender and the Housing Authority of the City of Fort Worth, Texas doing business as Fort Worth Housing Solutions ("FWHS") were co -applicants for a federal Choice Neighborhood Initiatives ("CNI") grant; WHEREAS, as part of the Lender's support of the application, the City Council authorized the commitment of up to $1,110,000.00 of UDAG funds over the next 6 years to support the housing finance portion of the CNI Phases; WHEREAS, The Lender and FWHS were awarded a $35 million CNI grant in spring of 2020 to be used over six phases of development through 2026; WHEREAS, as part of the fourth phase of development, FWHS proposes building a 302- unit mixed -income multifamily affordable housing development to be known as the Hughes House II Apartments to be located at 5028 Avenue G Fort Worth Texas 76105("Project"), and as more particularly depicted in the attached Exhibit "A" — Map and Property Description, UDAG Loan Agreement Page 1 Fort Worth Affordability, Inc. — Hughes House II Apartments made a part of this Agreement for all purposes, and will use a portion of the CNI grant funds among various other funding sources; WHEREAS, Borrower is an instrumentality of FWHS and operates as a Texas nonprofit corporation with the purpose of assisting with the creation, development, and rehabilitation of affordable, decent, and safe housing in Fort Worth; WHEREAS, due to tax considerations, Borrower has asked to be the recipient of any loan funds from the Lender instead of FW Hughes House II, LP, a Texas limited partnership ("Developer"); WHEREAS, Borrower proposes to use UDAG funds for the development, construction and operation of the Hughes House II Apartments, an eligible project under the CDBG Regulations, whereby Borrower will (1) receive the funds from the Lender in the form of a forgivable loan, (2) loan funds to Developer, (3) assign the loan documents between Borrower and Developer to Lender to collateralize its loan, and (4) assign the UDAG and other City obligations to Developer; WHEREAS, Developer is a Texas limited partnership consisting of FW Hughes House II GP, LLC, a Texas limited liability company, with Borrower as its sole member, as General Partner, Red Stone Equity - Fund 88 Limited Partnership, a Delaware limited partnership, as the Limited Partner, and Red Stone Equity Manager, LLC, a Delaware limited liability company as the Special Limited Partner; WHEREAS, Borrower shall ensure that any contractual documents with Developer related to the UDAG Funds, including the Developer Loan Agreement, shall include the provisions of this contract that relate to UDAG City regulations and federal compliance, default and remedies upon default, indemnity, audit, insurance, and all other obligations included herein, adapted as necessary and approved by Lender; WHEREAS, in 2024 Developer has received an award of (4%) Housing Tax Credits from the Texas Department of Housing and Community Affairs for a portion of the costs of the development of the Project; WHEREAS, The Project is located in a Community Development Block Grant ("CDBG") eligible census tract, which qualifies it for the use of UDAG miscellaneous revenue and will accomplish the public benefit of furthering a CDBG National Objective of promoting activities that benefit low -and -moderate income residents; WHEREAS, Borrower has represented to Lender, and on the basis of such representation Lender finds, that the Project will meet the requirements of the UDAG Regulations for use of UDAG miscellaneous revenue; and WHEREAS, City residents and the City Council have determined that the development of quality, accessible, affordable housing is needed for moderate, low, and very low-income City residents. UDAG Loan Agreement Page 2 Fort Worth Affordability, Inc. — Hughes House II Apartments NOW, THEREFORE, in consideration of the mutual covenants and obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated, the Parties understand and agree as follows: AGREEMENT 1. INCORPORATION OF RECITALS. Lender and Borrower hereby agree that the Recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Agreement. 2. DEFINITIONS. In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Affiliate means (i) all entities under common control with, controlled by or controlling Borrower; and (ii) all entities in which Borrower and/or Borrower's affiliated entities own an interest. For purposes of this definition, "control" means 50% or more of the ownership, determined by either value or vote. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 24534-11-2020, as may be amended from time to time. CDBG means the Community Development Block Grant, the grant program of the same name administered by HUD. CDBG Regulations means those regulations set forth at 24 CFR Part 570 et seq. Central City means a geographic area within the City, defined by the City Council as shown in the map attached hereto as Exhibit "L" — Map of Central City. Central City Employment Goal has the meaning ascribed to it in Section 4.2.2. Central City Resident means an individual whose principal place of residence is located within the Central City. Certificate of Completion has the meaning ascribed to it in Section 5.4.6. Completion means the substantial completion of the Required Improvements as evidenced by a Neighborhood Services Department inspection, HUD Compliance Inspection Report or any other applicable final inspection approvals from the Lender showing that the Required Improvements have met City requirements and verification that the National Objective has been met. Completion Deadline means September 30, 2028. UDAG Loan Agreement Page 3 Fort Worth Affordability, Inc. — Hughes House II Apartments Developer Deed of Trust means any deed of trust from Developer to Borrower securing a loan and performance made using the Lender's UDAG Funds and covering the Property and securing the indebtedness evidenced therein and Developer's performance of the requirements of the Developer Loan and the UDAG and CDBG Regulations, as the same may be extended, amended, restated, supplemented or otherwise modified. The Parties agree that the Developer Deed of Trust must be approved by Lender in both form and substance. Developer Loan means the UDAG Funds provided to Developer, by Borrower for the development of the Project. Developer Loan Agreement means any agreement in the amount of the UDAG Funds executed by Developer and Borrower setting out the terms and conditions governing the loan between the same using the UDAG Funds, which shall assign all obligations and requirements of this Agreement to Developer except as explicitly stated otherwise, and as may be extended, amended, restated, supplemented or otherwise modified. The Parties agree that the Developer Loan Agreement and any amendment or modification thereto must be approved by Lender in both form and substance. Developer Loan Documents means security instruments which Borrower and Developer have executed and have been collaterally assigned to Lender including without limitation, portions of the Developer Loan Agreement, the Developer Promissory Note, and the Developer Deed of Trust or any other similar security instruments evidencing, securing or guaranteeing Lender's interest in the Required Improvements constructed under using funds provided under this Agreement and further evidencing, securing, or guaranteeing Borrower's and/or Developer's performance of all City and federal requirements, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Developer Promissory Note means any note in the amount of the UDAG Funds executed by Developer payable to the order of Borrower, as the same may be extended, amended, restated, supplemented or otherwise modified. The Parties agree that the Developer Promissory Note and any amendment or modification thereto must be approved by Lender in both form and substance. Development Costs means the total job value assigned by issued building permits. Director means the Director of the City's Neighborhood Services Department or any successor department thereto. Effective Date means the date this Agreement is fully executed by the Parties as shown by the date written under their respective signatures. Force Maieure means an event beyond a Party's control, including, without limitation, acts of God, fires, strikes, national disasters, pandemics, wars, terrorism, riots, material or labor restrictions, and, with respect to Developer, unreasonable delays by the City in issuing any permits with respect to the Project or inspection of any of part of the Project so long as no part of the delay is caused by Developer or any affiliated party (taking into account the City's then - current workload with respect to the issuance of permits or the conducting of inspections), but UDAG Loan Agreement Page 4 Fort Worth Affordability, Inc. — Hughes House II Apartments shall not include construction delays caused due to purely financial matters involving any entity, including, but not limited to, Developer, such as, without limitation, delays in the obtaining of adequate financing. Full-time Equivalent Job ("FTE") means a job filled by 1 or more individuals for a period of not less than 40 hours per week. Funds means the UDAG miscellaneous revenue provided by Lender to Borrower under the terms of this Agreement. HUD means the United States Department of Housing and Urban Development. Loan means the UDAG Funds provided to Borrower by Lender for the purpose of Borrower loaning the funds to Developer, under the terms of this Agreement as more particularly described in the Loan Documents. Loan Documents means security instruments which Borrower, Developer or any other party has executed and delivered to Lender including without limitation, the Promissory Note from Borrower to Lender, or any other similar security instruments evidencing, securing or guaranteeing Lender's interest and further evidencing, securing, or guaranteeing Borrower's performance of all City and federal requirements, including the performance requirements during the Performance Period, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Maturity Date means 40 years after Project Stabilization as defined in the HOME Contract, City Contract No. 65302, between Developer and Lender for the HOME Loan ("HOME Contract"), but not later than December 31, 2066. Overall Employment Goal has the meaning ascribed to it in Section 4.3. Performance Period means 5 years from the date of the Promissory Note. Promissory Note means any note in the amount of the Funds executed by Borrower, payable to the order of Lender, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. The form of the Promissory Note is attached as Exhibit "D" — Loan Documents, made a part of this Agreement for all purposes. Property has the meaning ascribed to it Exhibit "A" — Map and Property Description. Proiect has the meaning ascribed to it in the Recitals and as more particularly described in Exhibit "B" — Proiect Summary. Proiect Stabilization means issuance of a final certificate of occupancy for the Project and ninety percent (90%) of the Project's units leased up by tenants. Reimbursement Request has the meaning ascribed to it in Section 5.4. UDAG Loan Agreement Page 5 Fort Worth Affordability, Inc. — Hughes House II Apartments UDAG means Urban Development Action Grant, the grant program of the same name administered by HUD. UDAG Grant Agreement has the meaning ascribed to it in the Recitals. UDAG Grant Fund Proceeds or miscellaneous revenue has the meaning ascribed to it in the Recitals. UDAG Regulations means the Act and all other laws, rules, regulations, and contractual obligations pertaining to UDAG and the use of the UDAG Grant Fund Proceeds or miscellaneous revenue. 3. TERM. 3.1. Term of Agreement. The term of this Agreement commences on the Effective Date and ends 40 years after Project Stabilization occurs, unless earlier terminated as provided in this Agreement. All provisions relating to completion of the Required Improvements terminate in 3 years unless earlier terminated as provided in this Agreement or extended. All provisions relating to the federal Regulations and the employment requirements shall remain in full force and effect until the end of the Performance Period. 3.2 Term of Loan. The term of the Loan shall commence on the date of the Promissory Note and ends 40 years after Project Stabilization (as defined in the HOME Contract, City Contract No. 65302), so long as the terms and conditions of this Agreement and the Loan Documents have been met. 4. BORROWER'S OBLIGATIONS. 4.1. Require Compliance with Federal and City Requirements. Borrower acknowledges and agrees and shall require Developer through its loan agreement and loan documents to acknowledge and agree to comply with all requirements included herein including all federal requirements and the City Requirements throughout the Performance Period. Lender shall have the right to approve all documents, contracts, loan documents, and other similar instruments between Borrower and Developer related to the UDAG Funds. Approval by Lender does not relieve Borrower or Developer of their individual duty to comply with all federal and City regulations, even if omitted from approved contract documents, unless specifically stated in an executed amendment that such requirement is waived. 4.2 Completion of Improvements. Borrower shall ensure that Developer invests at least $[49,000,000.00] in Development Costs for the Improvements as of the Completion Date, which amount is UDAG Loan Agreement Page 6 Fort Worth Affordability, Inc. — Hughes House II Apartments subject to written verification by the Director based on Complete Documentation submitted to the Director by Borrower. 4.3. Employment and Resident Goals. Borrower shall require Developer or its Management Company to use its best efforts to employ at least 1 FTE that will be provided and filled on the Property (the "Overall Employment Goal"), as follows: 4.3.1 Within the first 12-month period after the Completion Date, Borrower shall require that Developer or its Management Company to make reasonable efforts to ensure that Developer or its Management Company employs 1 FTE for Central City Resident by the end of the first 12-month period and continuing to maintainl FTE throughout the Performance Period. 4.4. Reports. 4.4.1. Quarterly Construction Spending Reports. From the Effective Date until the Completion Deadline, Borrower will provide Lender with a quarterly report in a form reasonably acceptable to Lender that specifically outlines the then -current aggregate Construction Costs expended by or on behalf of Borrower and the Developer for the Improvements. 4.4.2. Employment Reports. Borrower shall provide Lender with a report for each year of the Performance Period on or before the annual anniversary of the Completion Date that outlines the number of FTE provided and filled by Developer at the facility on the Property during the previous 12 months that were held by individuals residing within the Central City, as evidenced by, without limitation, the zip codes of the residences of such individuals. The report shall be in the form attached to the Agreement as Exhibit "G" — Annual Evaluation Report, made a part of this Agreement for all purposes. If Borrower fails to provide any such report, Lender will notify Borrower in writing, and Borrower will provide such report within thirty (30) calendar days following receipt of the written notice. Unless this Agreement is terminated by Lender pursuant to Section 9 of the Agreement, Section 4.3 shall survive termination or expiration of this Agreement. 4.4.3. Other Reports. Borrower shall supply any additional information reasonably requested by Lender that is pertinent to the Lender's evaluation of Borrower's or Developer's compliance with each of the terms and conditions of this Agreement or that is reasonably necessary to assist the Lender in demonstrating compliance with UDAG Regulations. UDAG Loan Agreement Page 7 Fort Worth Affordability, Inc. — Hughes House II Apartments 4.5. Inspection of Property and Required Improvements. Following reasonable advance notice to Borrower, Lender shall have, and Borrower shall provide or cause to be provided, access to the Property and any improvements thereon, in order for Lender to inspect the Property and evaluate the Required Improvements to ensure compliance with the terms and conditions of this Agreement. Borrower shall cooperate fully with Lender during any such inspection and/or evaluation. 5. LOAN. 5.1. Amount. Lender will loan Borrower $450,000.00 of UDAG miscellaneous revenue for the Project on the terms and conditions set forth herein. 5.2. Chan2e in Proiect Budget. Borrower agrees to utilize the Funds provided under this Agreement to supplement rather than supplant funds otherwise available for construction of the Project. 5.3. Loan Terms and Conditions. Borrower will be required to: 5.3.1 Execute and deliver the Promissory Note along with any other Loan Documents required by Lender. Additionally, Borrower shall simultaneously loan the UDAG funds provided through this Agreement to Developer and shall collaterally assign the Developer Loan Documents to Lender in order to secure the UDAG Funds and ensure Developer's performance. 5.3.2 Provide Lender with a Mortgagee's Policy of title insurance in the amount of the Loan either through direct policy or an assignment or ensure that Lender is considered a successor in interest to the policy issued in favor of Borrower. 5.3.3 Pay all costs associated with closing the Loan. 5.3.4 Provide Lender with an estimated settlement statement from the title company at least 3 business days before closing. 5.3.5 Lender must approve in writing any secured financing for the project that is to be subordinate to the Loan, which approval shall not be unreasonably withheld, conditioned or delayed. Lender shall also have the right to review and approve the Developer Loan Documents, which approval shall not be unreasonably withheld, conditioned or delayed. UDAG Loan Agreement Page 8 Fort Worth Affordability, Inc. — Hughes House II Apartments 5.3.6 The term of the Loan shall be as specified in Section 3.2. The Loan shall bear no interest and shall be forgiven at the end of the Loan Term so long as (i) Borrower has not received any repayment from Developer on the Developer Loan or in the event Borrower has received payment from Developer on the Developer Loan, Borrower has remitted the full amount of such payment to Lender, and (ii) Borrower and Developer have complied with all City requirements, state and federal laws, all federal regulations, including the CDBG and UDAG regulations, all local ordinances, and this Agreement and the Developer Loan Agreement. Payment for purposes of this section shall include payment of any principal, interest, title proceeds received based on the title policy for the Developer Loan, and any other money received by Borrower from Developer connected with the Developer Loan. In the event that Borrower receives any payment from Developer for the Developer Loan funded using Lender's UDAG Funds, those funds are immediately repayable to Lender and must be repaid to Lender by Borrower within thirty days of its receipt of the funds. Failure to repay Lender shall be an event of default under this Agreement and Lender may pursue any and all remedies included in this Agreement, including withholding all remaining UDAG funds and demanding repayment of any UDAG funds previously paid to Borrower or Developer. 5.3.7 Early repayment of the Loan shall not relieve Borrower of its obligations under this Agreement or compliance with UDAG Regulations, CDBG Regulations or other applicable HUD regulations. 5.3.8 This Agreement and the UDAG note between Lender and Borrower shall secure repayment of the UDAG Funds, to the extent such funds are not forgiven, and performance by Borrower of all obligations under this Agreement during the term of the Loan. The Developer Deed of Trust shall secure both repayment of the UDAG Funds and performance by Developer of its obligations under this Developer Loan Agreement. 5.3.9 [Intentionally Deletedl 5.3.10 Failure by Borrower to comply with this Section 5.3 will be an event of default under this Agreement and the Loan Documents, subject to notice periods and cure rights herein. 5.3.11 As a condition precedent to receipt of any Funds, Borrower must execute this Agreement and any other documents required by Lender; must cause the Developer to execute the Developer Loan Documents; and must collaterally assign the Developer Loan Documents to Lender to collateralize the Lender's loan. UDAG Loan Agreement Page 9 Fort Worth Affordability, Inc. — Hughes House II Apartments 5.3.12 Borrower shall require Developer to agree that except for permanent loan conversion with Developer's permanent lender, any future refinancing by Developer or any new or subordinate financing shall require the review and prior written approval of the Lender for the purpose of ensuring compliance with federal guidelines, which approval shall not be unreasonably withheld, conditioned or delayed. Such approval will be based on the Lender's review of the then -current financial information, underwriting and subsidy layering requirements, and may require renegotiation of the Loan terms. Renegotiation of the Loan term may include modification of the maturity date (if permitted by any senior lender), payment amount adjustment, or any other modification necessary to comply with federal regulations. A refinance of the Senior Loan or any subsequent refinance shall not automatically cause repayment of the Loan. Notwithstanding the foregoing, refinancing by Developer of the Senior Indebtedness will not require prior written approval of the City of Fort Worth so long as such refinancing would not increase the principal amount of the Senior Indebtedness beyond the original principal amount of the Senior Indebtedness (excluding any amounts having been advanced by Senior Lender for the protection of its security interest pursuant to the Senior Loan Documents), increase the interest rate of the Senior Indebtedness, or decrease the original maturity term of the Senior Indebtedness; provided however that the Lender must review and approve any loan documents, including subordination agreements, approval of which shall not be unreasonably withheld or delayed, and nothing herein shall limit Lender's rights to modify the Loan as allowed herein. 5.4. Draws on Loan Funds. Funds will be disbursed to Borrower to be paid to Developer within ten (10) days of the Lender's approval of Borrower's Reimbursement Requests, including submission of Complete Documentation to Lender in compliance with Section 5.4.1 (each a "Reimbursement Request"). The Funds will be disbursed in accordance with Exhibit "C" — Reimbursement Schedule. Borrower must provide complete documentation to support the reimbursement request; however, it is understood that portions of Borrower's Complete Documentation may come from Developer. It is expressly agreed by the Parties that any Funds not reimbursed to Borrower shall remain with Lender. 5.4.1. Complete Documentation. Borrower shall provide Lender with Complete Documentation with each Reimbursement Request, which shall consist of the following, along with any other necessary information requested by Lender under section 5.4.7: 5.4.1.1 Exhibit "E" — Invoice Forms. UDAG Loan Agreement Page 10 Fort Worth Affordability, Inc. — Hughes House II Apartments This form shall contain the amount requested for reimbursement in the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). This form must be signed by an authorized signatory of Borrower. By signing the invoice, Borrower is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Agreement, and the data contained in the report is true and correct. 5.4.1.2 Attachment II — Expenditure Worksheet. This form shall itemize each expense requested for reimbursement by Borrower. In order for this report to be complete the following must be submitted: 5.4.1.2.1 Invoices for each expense with an explanation as to how the expense pertains to the project, if necessary; and 5.4.1.2.2 Proof that each expense was paid by Developer based on work completed and costs actually incurred, a which proof can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 5.4.2 Deadline for Submitting Reimbursement Requests. Borrower shall submit all Reimbursement Requests along with Complete Documentation to Lender within 60 calendar days from each of the deadlines as shown in Exhibit "C" — Reimbursement Schedule. 5.4.3 No Obligation to Make Payment After Deadlines. CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — REIMBURSEMENT SCHEDULE. In addition, Borrower's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 5.4.4 No Obligation to Make Payment After 30 days of Completion Deadline. CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30 CALENDAR DAYS OF THE COMPLETION DEADLINE. 5.4.5 Withholding Payment. CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION. Lender shall notify Borrower when it is withholding payment due to lack of required complete documentation within 10 Business Days of making such determination. UDAG Loan Agreement Page 11 Fort Worth Affordability, Inc. — Hughes House II Apartments 5.4.6. Proiect Completion Report. Borrower will submit a Project Completion Report in substantially the same form as that set forth in the attached Exhibit "F" — Project Completion Report made a part of this Agreement for all purposes. 5.4.7. Supporting Documentation. Borrower will supply the Lender with any supporting documentation reasonably requested by Lender to verify the information set forth in the documentation submitted pursuant to Sections 5.4.1, including, but not limited to, (i) final lien waivers signed by the Project's general contractor or subcontractors, if applicable; (ii) copies of all City permits and City -issued "pass" inspections for such work; and (iii) documentation to show compliance with BDE or DBE bidding process for such work, if applicable. 5.4.8. Withholding of Funds. IF THE REQUIRED REPORTS AND APPROPRIATE SUPPORTING DOCUMENTATION ARE NOT RECEIVED WITHIN THE TERM OF THIS AGREEMENT OR AS REQUIRED BY THIS AGREEMENT, CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT OF ANY REIMBURSEMENT REQUEST. Failure to submit required reports shall be an event of default. 5.5. Identify Project Expenses Paid with Funds. Borrower will keep or cause to be kept accounts and records in such a manner that Lender may readily identify and account for Project expenses reimbursed with Funds. These records shall be made available to Lender for audit purposes and shall be retained as required hereunder. 5.6. Acknowledgement of Lender Payment of Funds. Within 60 calendar days of the Completion Date, an officer of Borrower shall execute an acknowledgement that Lender has paid all Funds due under this Agreement, or shall deliver a document executed by an officer of Borrower identifying all or any portion of the Funds that Lender has not paid to Borrower. Once Lender has met all of its obligations for payment of the Funds, an officer of Borrower shall execute an acknowledgment of same. 6. PROJECT. 6.1. Completion of Project. 6.1.1. Improvements. UDAG Loan Agreement Page 12 Fort Worth Affordability, Inc. — Hughes House II Apartments The Project must be completed by the Completion Deadline. Construction of the Project must pass all applicable City -required inspections during the construction period, and receive a final "pass inspection" report from the City by the Completion Deadline. 6.2 Employment Requirements. Borrower must require Developer or its Management Company to make reasonable efforts to employ at the Project a minimum of FTE employee in accordance with Section 4.3. In order to demonstrate compliance with the requirements of this Section, Borrower shall provide Lender with an annual employment report that sets forth information as to the number of FTE employees employed by the Developer or its Management Company during the months covered by such report. The report shall be in the form attached as Exhibit "G" — Annual Evaluation Report, made a part of this Agreement for all purposes. This annual report must be received by Lender on or before the 151 day of the month following the end of the 12 months covered by the report throughout the Performance Period. In the event that the 15' day of the month in which such a report is due falls on a weekend or a City holiday, the report shall be due the next business day. At Lender's request, Borrower shall provide any additional documents or records reasonably necessary for Lender to verify the employment requirements for the Project. Borrower must maintain copies of all such documentation for 5 years following expiration of this Agreement. This Section 6.2 shall survive expiration or earlier termination of this Agreement. 6.3 Subcontracting with Small Business Enterprises Commitment. Borrower acknowledges and agrees that for contracts $100,000.00 or larger it will abide by Lender's policy to involve certified Business Equity Firms and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required for the completion of the Project, as stated herein. For this Agreement, Developer must make good faith efforts to work with the City of Fort Worth's Small Business Division to ensure that Business Equity Firms certified with the City are engaged to the extent possible for any covered contracts procured after the effective date of this Agreement. 6.4. Issuance of Final "Pass Inspection" Report of Completion Date of Proiect. Within 60 calendar days of the issuance of a "pass inspection" report (which may in the form of a Certificate of Occupancy) by the City, and following receipt by Lender of the final construction spending report for the Project, and assessment by Lender of the information contained therein, if the Lender is able to verify that Developer expended at least $[49,000,000.00] of total construction costs on the Project, it shall certify that the Completion Date has been fulfilled (the "Completion Date"). 6.5. Inspections. UDAG Loan Agreement Page 13 Fort Worth Affordability, Inc. — Hughes House II Apartments At any time during normal office hours throughout the term of this Agreement, and following reasonable notice to Borrower, Borrower shall require that Developer provide Lender access to the Property and any improvements thereon, including the Project, in order for Lender to inspect the Project to ensure compliance with the terms and conditions of this Agreement. Borrower shall cooperate fully with Lender during any such inspection and/or evaluation. Notwithstanding the foregoing, Borrower shall have the right to require that any Lender representative be escorted by security personnel while on the Property. 6.6. Approval by Lender Not Release of Responsibility. Approval by the Lender of any plans and specifications relating to the Project shall not constitute or be deemed (i) to be a release of the responsibility or liability of Borrower, Developer, or any contractors, their respective officers, agents, employees and subcontractors, for the accuracy or the competency of the plans and specifications, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other documents; or (ii) an assumption of any responsibility or liability by Lender for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and specifications or other documents by Borrower, Developer, or any contractors, and their respective officers, agents, employees and subcontractors. 6.7. Other Laws. The failure to list any federal, state or City ordinance, law or regulation that is applicable to Borrower or the Project does not excuse or relieve Borrower from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Borrower's failure to follow the law, if applicable. 7. AUTHORITY TO EXECUTE AGREEMENT. Borrower represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement and to perform the responsibilities herein required. 8. AUDITS BY LENDER. Lender reserves the right to perform an audit of Borrower's Project operations and finances at any time during the term of this Agreement and for 5 years thereafter, if Lender determines that such audit is necessary for Lender's compliance with the CDBG Regulations, UDAG Regulations, or other City policies, and Borrower shall allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, such questions must be resolved within 30 business days after notice to Borrower of such questioned practice or expenditure. If questions are not resolved within this period, Lender reserves the right to withhold further funding under this and/or other contract(s) with Borrower. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT BORROWER OR DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED THE FUNDS OR SPENT FUNDS ON ANY INELIGIBLE UDAG Loan Agreement Page 14 Fort Worth Affordability, Inc. — Hughes House II Apartments ACTIVITIES, BORROWER AGREES TO REIMBURSE LENDER WITHIN 30 DAYS' OF LENDER'S NOTICE IN THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST LENDER BY HUD BECAUSE OF SUCH ACTIONS. 9. DEFAULT AND TERMINATION. 9.1. Default. A default exists if — a. Borrower fails to timely pay the Promissory Note when such payment is required; b. A party, other than Lender, fails to perform any material obligation or covenant in any of this Agreement or the Developer Loan Documents; C. Any warranty, covenant, or representation made by a party, other than Lender, in any of the Loan Documents is false in any material respect when made; d. A receiver is appointed for any party other than Lender executing any of the Loan Documents, or for any of the security for payment and performance under this agreement or the Developer Loan Documents; e. Any collateral or security for payment or performance under this Agreement or the Developer Loan Documents is assigned for the benefit of creditors; f. A bankruptcy or insolvency proceeding is commenced by a party other than Lender executing any of the Loan Documents or the Developer Loan Documents; g. A bankruptcy or insolvency proceeding is commenced against a parry other than Lender executing any of the Loan Documents, and the proceeding continues without dismissal for 120 days, the parry against whom the proceeding is commenced admits the material allegations of the petition against it, or an order for relief is entered; h. Any of the following parties is dissolved, begins to wind up its affairs, is authorized by its governing body or persons to dissolve or wind up its affairs, or any event occurs or condition exists that permits the dissolution or winding up of the affairs of any of the following parties: Borrower, a nonprofit corporation, Developer, any partner of Developer, or any other obligated parry executing any of the Loan Documents; i. Any security or collateral for this Agreement or the Developer Loan Documents is impaired by uninsured loss, theft, damage, or destruction, or by levy and execution, or by issuance of an official writ or order of seizure, unless it is promptly replaced with collateral of like kind and quality or restored to its former condition; j. The Project is not completed by September 2028. 9.1.2. Cross Default Borrower must comply with all of the terms and conditions of the HOME Contract and the Fort Worth Housing Finance Corporation Loan Agreement ("FWHFC Loan Agreement") listed above including any performance requirements such as the UDAG Loan Agreement Page 15 Fort Worth Affordability, Inc. — Hughes House II Apartments HOME Affordability Requirements throughout the 20-year Affordability Period more particularly described in the HOME Contract, unless a different compliance period is noted in the respective agreement. 9.1.3 Remedies If a default exists, Lender may a. Declare the unpaid principal balance, earned interest, and any other amounts owed on the Promissory Note immediately due; and b. Exercise against Borrower, the collateral or security for payment or performance, and any other party executing the Loan Documents or Developer Loan Documents any rights and remedies available to Lender under the Loan Documents. 9.1.4 Cure Option Unless specifically provided otherwise in this Agreement, in the event that an event of default or breach of this Agreement remains uncured after 45 calendar days following written notice by Lender (or such other notice period as may be specified herein) or, if Borrower has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 45 calendar days to cure, and such breach remains uncured for such period as may be determined by both Parties mutually and in good faith, Lender shall have the right to terminate this Agreement immediately upon provision of written notice to Borrower. In this event, Borrower shall forfeit all rights to the UDAG Funds. Borrower acknowledges that no funds will be disbursed by Lender at any time that Borrower or Developer is in default under this Agreement, any agreement related to the use of the UDAG Funds, or any other agreement between Lender and Borrower, City and Developer specifically using the HOME Funds, or Borrower and Developer that uses City or FWHFC funds as the funding source. Lender shall accept cure by the special limited partner or the limited partner of Developer on the same terms as cure by Borrower. 9.2. Termination. 9.2.1 By Borrower for Convenience. Borrower may terminate this Agreement for any reason by providing at least 30 calendar days' written notice to the Lender. 9.2.2 Dissolution of Borrower. In the event Borrower is dissolved or ceases to exist, this Agreement shall immediately terminate effective as of the date of Borrower's dissolution or cessation of existence. 10. REPAYMENT OF FUNDS. In the event that this Agreement is terminated for any reason pursuant to Section 9 above, Borrower must repay any Funds received hereunder within 30 days of the effective date of UDAG Loan Agreement Page 16 Fort Worth Affordability, Inc. — Hughes House II Apartments termination. If Borrower fails to repay any such Funds, Lender shall have the right to exercise all legal remedies available to it under this Agreement. 11. ASSIGNMENT AND RIGHT TO INSPECT. 11.1 This Agreement shall inure to the benefit of and is binding on the Parties and their respective legal representatives, successors and assigns, including Developer. Borrower shall not assign all or any part of its rights, privileges, or duties under this Agreement without Lender's prior written consent; provided however, Borrower may assign its rights hereunder to any Affiliate who assumes in writing all of Borrower's obligations hereunder but only after delivering at least 30 days written notice of such assignment to Lender. Any such assignment will not release Borrower from its obligations under this Agreement. Any attempted assignment of this Agreement to any entity other than an Affiliate without Lender's written consent shall be void, and shall constitute a breach of this Agreement. Lender further consents to assignment of the federal obligations, City obligations, and all other legal or grant requirements contained or referenced in this Agreement from Borrower to Developer. Nothing herein shall be deemed a novation of Borrower of any obligations and Borrower shall continue to be responsible for compliance with all federal obligations, City obligations, and all other legal or grant requirements contained herein to the extent Developer does not comply or otherwise satisfy the obligation. Lender must approve the form and substance of the assignment to Developer from Borrower. Notwithstanding anything to the contrary contained herein, Lender approves the assumption of the Developer Loan by FWHS, or its designated affiliate, in the event the right of first refusal is exercised by FWHS, or its designated affiliate, in accordance with the Developer's Partnership Agreement. 11.2 Borrower acknowledges and agrees that Lender has the right to inspect and approve in writing any proposed contracts or other legally binding documents between (i) Borrower and Developer regarding the UDAG funds, and this right shall further require Lender's approval of both the form and substance of the contracts and other documents, (ii) Developer and its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as part of the construction of the Required Improvements, (iii) Developer and any vendor contracts arising out of the operation of the project, and (iv) Developer and any third party contracts to be paid with UDAG Funds, prior to any charges being incurred. 12. INDEMNIFICATION AND RELEASE. BORROWER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS OF ANY KIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH UDAG Loan Agreement Page 17 Fort Worth Affordability, Inc. — Hughes House II Apartments THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, BUT NOT FROM THE CITY'S, OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND BORROWER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, BUT NOT FROM THE CITY'S, OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. BORROWER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FURTHER COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF BORROWER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY,, BUT NOT FROM THE CITY'S, OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH BORROWER AND CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES INDEMNITY BY BORROWER TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH, BUT NOT THE CITY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. BORROWER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION UDAG Loan Agreement Page 18 Fort Worth Affordability, Inc. — Hughes House II Apartments WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE, BUT NOT THE CITY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. BORROWER SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 13. INSURANCE AND BONDING. Borrower will maintain coverage in the form of insurance or bond in the amount of $450,000.00 to insure against loss from the fraud, theft or dishonesty of any of Borrower's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse Lender for any and all loss of Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses shall name Lender as a Loss Payee. Borrower shall furnish to Lender in a timely manner, and prior to the start of construction, certificates of insurance as proof that it or Developer has secured and paid for policies of commercial insurance as specified herein. If Lender has not received such certificates as set forth herein, Borrower shall be in default of the Agreement and the Loan and Lender may at its option, terminate the Agreement. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Agreement. FWAI shall require that Developer maintain, or require its general contractor to maintain, the following coverages and limits thereof set forth in Exhibit "I" — Insurance Requirements at the limits specified therein. Borrower shall maintain its insurance and require that Developer or its general contract maintain their insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to Lender. 14. LITIGATION AND CLAIMS. Borrower shall give the Lender immediate notice in writing of any action, including any proceeding before an administrative body, filed against Borrower in conjunction with this Agreement or the Project. Borrower shall furnish immediately to Lender copies of all pertinent papers received by Borrower with respect to such action or claim. Borrower shall provide a notice to Lender within 10 days upon filing under any bankruptcy or financial insolvency provision of law. 15. NOTICE. All notices required or permitted by this Agreement must be in writing and are deemed delivered on the earlier date of the date actually received or the third day following deposit in a United States Postal Service post office or receptacle; with proper postage, certified mail return UDAG Loan Agreement Page 19 Fort Worth Affordability, Inc. — Hughes House II Apartments receipt requested; and addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. Lender: City of Fort Worth Attention: Director Neighborhood Services Department 100 Fort Worth Trail Fort Worth, TX 76102 Telephone: 817-392-8454 With a copy to: City of Fort Worth Attention: Leslie Hunt City Attorney's Office 100 Fort Worth Trail Fort Worth, TX 76102 Telephone: 817-392-7600 City of Fort Worth Attention: Project Coordinator Neighborhood Services Department 100 Fort Worth Trail Fort Worth, TX 76102 Telephone: 817-3 92- 8454 Borrower: Fort Worth Affordability, Inc. Attention: Mary -Margaret Lemons, Secretary and Treasurer 1407 Texas Street Fort Worth, TX 76102 Telephone: 817- 333-3401 With a copy to: Coats Rose, P.C. 9 Greenway Plaza, Suite 1000 Houston, TX 77046 Attention: Barry J. Palmer Telephone: (713) 653-7395 With a copy to: Red Stone Equity — Fund 88 Limited Partnership c/o Red Stone Equity Partners, LLC 90 Park Avenue, 28t' Floor New York, NY 10016 Attn: Chief Executive Officer & Director/Senior Vice President, Legal UDAG Loan Agreement Page 20 Fort Worth Affordability, Inc. — Hughes House II Apartments With a copy to: Nixon Peabody LLP Exchange Place 53 State Street Boston, MA 02109 Attention: Roger W. Holmes 16. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the Lender does not waive or surrender any of its governmental powers or immunities. 17. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. NO WAIVER. The failure of either Party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that parry's right to insist upon appropriate performance or to assert any such right on any future occasion. 19. VENUE AND JURISDICTION. Venue for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Agreement shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 20. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of Lender and Borrower, and any lawful assign or successor of Borrower, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 21. FORCE MAJEURE. Subject to any CDBG Regulations, UDAG Regulations, and any other applicable rules and regulations of HUD, it is expressly understood and agreed by the Parties that if the performance of any obligation hereunder is delayed on account of an event of Force Majeure, the Party so obligated will be excused from doing the same for an amount of time equal to the duration of the event of Force Majeure. 22. INTERPRETATION. UDAG Loan Agreement Page 21 Fort Worth Affordability, Inc. — Hughes House II Apartments The Parties acknowledge that each Parry and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting parry shall not be employed in the interpretation of this Agreement or any of the exhibits attached hereto. 23. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 24. ENTIRETY OF AGREEMENT. This Agreement, including the Exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Lender and Borrower as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both. 25. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument which may be sufficiently evidenced by one counterpart. 26. IMMIGRATION NATIONALITY ACT. Borrower shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by Lender, Borrower shall provide Lender with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Borrower shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Borrower employee who is not legally eligible to perform such services. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY BORROWER, BORROWER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Lender, upon written notice to Borrower, shall have the right to immediately terminate this Agreement for violations of this provision by Borrower. 27. Boycotting Israel Prohibited. Borrower acknowledges that in accordance with Chapter 2270 of the Texas Government Code, Lender is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott UDAG Loan Agreement Page 22 Fort Worth Affordability, Inc. — Hughes House II Apartments Israel; and (2) will not boycott Israel during the term of the Agreement. The terms "boycott Israel' and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Borrower certifies that Borrower's signature provides written verification to Lender that Borrower: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. 28. Borrower and Developer an Independent Contractor. Borrower and Developer shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of Lender. Borrower and/or Developer shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 29. Doctrine of Respondeat Superior. Borrower agrees that: the doctrine of respondeat superior shall not apply as between Lender, Borrower, and Developer, any officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. Borrower agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lender, Borrower and Developer. It is further understood that Lender shall in no way be considered a Co -employer or a Joint employer of Borrower or Developer or any officers, agents, servants, employees or subcontractor of Borrower or Developer. Neither Borrower nor Developer, nor any officers, agents, servants, employees or subcontractor of Borrower or Developer shall be entitled to any employment benefits from Lender. Borrower and Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractor. Lender does not have the legal right to control the details of the tasks performed hereunder by Borrower or Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, licensees or invitees. 30. Borrower and Developer Property. Borrower agrees that Lender shall under no circumstances be responsible for any property belonging to Borrower or Developer, any officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and BORROWER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY, SAVE AND EXCEPT THOSE ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY, ITS OFFICERS, AGENTS OR EMPLOYEES. 31. Survival. Any provision of this Agreement that pertains to Performance Requirements, indemnity obligations, reporting requirements, auditing, monitoring, tenant income eligibility, record keeping and reports, City ordinances, compliance with any federal obligations, and any default UDAG Loan Agreement Page 23 Fort Worth Affordability, Inc. — Hughes House II Apartments and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Agreement for the longer of (i) 5 years after the termination date of this Agreement, or (ii) 5 years after the termination of the Performance Period unless a different survival period is specifically set forth herein, and shall be enforceable by Lender against Borrower. 32. Prohibition on Boycotting Energy Companies. Borrower acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the Lender is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the Lender with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Borrower certifies that Borrower's signature provides written verification to the Lender that Borrower: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 33. Prohibition on Discrimination Against Firearm and Ammunition Industries. Borrower acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the Lender is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the Lender with a company with 10 or more full- time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Borrower certifies that Borrower's signature provides written verification to the Lender that Borrower: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 34. Waiver of Immunity by Borrower. If Borrower or Developer is a charitable or nonprofit organization and has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, Borrower hereby expressly waives its rights to plead defensively such immunity or exemption as against Lender. This section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. UDAG Loan Agreement Page 24 Fort Worth Affordability, Inc. — Hughes House II Apartments [SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO PAGES] UDAG Loan Agreement Page 25 Fort Worth Affordability, Inc. — Hughes House II Apartments IN WITNESS WHEREOF, the Parties have executed 2 duplicate originals of this Agreement to be effective as of the Effective Date. 9Fon°>°°aa ATTEST: ° a°Fa ap-iP aaan nezpsaa City Secretary M&C 25-1107 Dated 12/09/2025 Date: Form 1295: CITY OF FORT WORTH By: 7n0� ul l Dana Bu hdoR Julio, i02 0 ]7 01 Dana Burghdoff, Assistant City Manager Date: 07/06/2026 APPROVED AS TO FORM AND LEGALITY: lqut . kil rAl L„sl Hunt (Jul 1, 2026 10:52:36 CDT) Leslie Hunt, Senior Assistant City Attorney City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible For the monitoring and administration of this contract, including Ensuring all performance and reporting requirements. Anderson Stoute (Jul 1, 2026 10:34:50 CDT) Anderson Stoute, Assistant Director OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX UDAG Loan Agreement Page 26 Fort Worth Affordability, Inc. — Hughes House II Apartments FORT WORTH AFFORDABILITY, INC. a Tex nonprofdt corporation, By: "taiy/ Name: Mei is Title: Sre Date: UDAG Loan Agreement Page 27 Fort Worth Affordability, Inc. — Hughes House II Apartments EXHIBITS Exhibit "A" — Map and Property Location Exhibit "A-1" — Legal Description Exhibit `B" — Project Summary Exhibit "C" — Reimbursement Schedule Exhibit "E" — Invoice Forms Exhibit "F" — Project Completion Report Exhibit "G" — Annual Evaluation Report Exhibit "H" — Audit Requirements- Not Applicable Exhibit "I" — Insurance Requirements Exhibit "L" — Map of Central City UDAG Loan Agreement Page 28 Fort Worth Affordability, Inc. — Hughes House II Apartments h' ars on EXHIBIT "A" FORT WORTH AFFORDABILITY, INC. MAP AND PROPERTY LOCATION Rock Island - p,,rport F` I Samuels Ave United Gamey Riverside Fort Worth y r m West Meadowbrook Sunset Terrace *Parker Essex Historic Boaz Souths.::e91 Southside = Mistletoe E Rosedale St Heights !+ N Berkeley Place Ryan Place Improvement Association d y c Hillside Morningside Southeast Kingdom South Poly Mitchell Blvd a White Lake Hills Association Central Meadowbrook E Lancaster Ave 0 Stop 6 - Poly Oversight Assn Stop Six Sunrise Edition 023 9786 \ — ' 02519461 n— E-Roseda F303 ___640 4 31073 0470 393T E Rosed 8500 r 6795358 025 9445 0251941C 032 4 05 i�''vile A«c Avenue Historic St p 0.150810 - � 02I51 i�06117 UDAG Loan Agreement Page 29 Fort Worth Affordability, Inc. — Hughes House II Apartments EXHIBIT "A-1" FORT WORTH AFFORDABILITY, INC. LEGAL DESCRIPTION Tract 1: Being all of Lot 1, Block C, J.A. CAVILE PLACE ADDITION, an Addition to the City of Fort Worth according to plat recorded in Instrument No. D226034103, Official Public Records, Tarrant County, Texas. Tract 2: Being all of Lot 2, Block C, J.A. CAVILE PLACE ADDITION, an Addition to the City of Fort Worth according to plat recorded in Instrument No. D226034103, Official Public Records, Tarrant County, Texas. Tract 3: Being all of Lot 3, Block C, J.A. CAVILE PLACE ADDITION, an Addition to the City of Fort Worth according to plat recorded in Instrument No. D226034103, Official Public Records, Tarrant County, Texas. UDAG Loan Agreement Page 30 Fort Worth Affordability, Inc. — Hughes House II Apartments EXHIBIT "B" FORT WORTH AFFORDABILITY, INC. PROJECT SUMMARY Capitalized terms not defined herein shall have meanings assigned to them in the Agreement. DESCRIPTION: Borrower and Developer proposes to develop 302 units known as the Hughes House II Apartments ("Project"). Developer will construct, develop, own, and operate a new 302-unit mixed -income affordable multifamily housing development. Borrower is acting as an intermediary lender to ensure that the Project realizes the most beneficial tax and equity treatment possible. The Project will consist of 1-, 2-, 3-, and 4-bedroom apartments, including eighty-nine (89) project -based voucher (PBV) units for returning families from Cavile Place, two hundred sixteen (216) units restricted to households earning sixty percent or less of area median income (AMI), eighty six (86) units dedicated as market rate units, and twenty-one (21) units reserved for Permanent Supportive Housing (PSH) units for persons experience chronic homelessness. The Project will consist of twenty-three (23) buildings. Amenities will include a kids' activity and after school room, a gazebo and outdoor activity area, a fully enclosed dog park, a swimming pool and splash pad. PERFORMANCE REQUIREMENTS: • Invest a minimum of at least $ in the project, and a final "pass inspection" issued by September 30, 2028. • Borrower shall require Developer or its Management Company to use its best efforts to employ at least 1 FTE at the Project (the "Overall Employment Goal"), as follows: • Within the first 12-month period after the Completion Date, Borrower shall require that Developer or its Management Company shall make reasonable efforts to ensure that Developer or its Management Company employs I FTE for Central City Resident and continuing to maintain 1 FTE throughout the Performance Period. SPECIFIC PURPOSE: The specific purpose of the Project is to assist with the housing goals of the Transformation Plan to revitalize and increase quality affordable housing opportunities in the Cavile Place/ Historic Stop Six Neighborhood. PROJECT OBJECTIVES: The Project will benefit low -and -moderate income persons and accomplish the public purpose of furthering the United States Department of Housing and Urban Development's national objective of promoting activities that benefit low and moderate -income persons in Southeast Fort Worth. UDAG Loan Agreement Page 31 Fort Worth Affordability, Inc. — Hughes House II Apartments EXHIBIT "C" FORT WORTH AFFORDABILITY, INC. REIMBURSEMENT SCHEDULE Milestone Payment Amount At Closing $400,000.00 Within 60 days of City's issuance of a final "pass inspection" and acceptance of Exhibit "F" — Project Completion Report. $50,000.00 TOTAL LOAN AMOUNT *$450,000.00 *Borrower acknowledges and agrees that Borrower will only be reimbursed for eligible expenses and based on work completed and costs actually incurred. The amounts are estimates and are subject to change. UDAG Loan Agreement Page 32 Fort Worth Affordability, Inc. — Hughes House II Apartments EXHIBIT "D" FORT WORTH AFFORDABILITY, INC. LOAN DOCUMENTS UDAG Loan Agreement Page 33 Fort Worth Affordability, Inc. — Hughes House II Apartments EXHIBIT "A" FORT WORTH AFFORDABILITY, INC. LEGAL DESCRIPTION Tract 1: Being all of Lot 1, Block C, J.A. CAVILE PLACE ADDITION, an Addition to the City of Fort Worth according to plat recorded in Instrument No. D226034103, Official Public Records, Tarrant County, Texas. Tract 2: Being all of Lot 2, Block C, J.A. CAVILE PLACE ADDITION, an Addition to the City of Fort Worth according to plat recorded in Instrument No. D226034103, Official Public Records, Tarrant County, Texas. Tract 3: Being all of Lot 3, Block C, J.A. CAVILE PLACE ADDITION, an Addition to the City of Fort Worth according to plat recorded in Instrument No. D226034103, Official Public Records, Tarrant County, Texas. UDAG Loan Agreement Page 34 Fort Worth Affordability, Inc. — Hughes House II Apartments EXHIBIT "E" FORT WORTH AFFORDABILITY, INC. INVOICE FORMS INVOICE Agency: Fort Worth Affordability, Inc. Address: 1407 Texas Street City, State, Zip: Fort Worth, TX 76102 Program: Hughes House II Apartments Project Period of Service: Program/Project Amount This Invoice Cumulative to Date Hughes House II Apartments Agency's Certification: By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious or fraudulent information, or the omission of any material fact, may subject me to criminal, civil, or administrative penalties for fraud, false statements, false claims, or otherwise. U.S. Code Title 18, Sec. 1001 and Title 31, Sec. 3729-3730 and 3801-3812. Signature and Date: Name: Title: Mary -Margaret Lemons Secretary, Treasurer UDAG Loan Agreement Page 35 Fort Worth Affordability, Inc. — Hughes House II Apartments Attachment II City of Fort Worth Neighborhood Services Department Expenditure Worksheet Agency: Fort Worth Affordability, Inc. Program: Hughes House H Apartments Project Line No. Date Payee Description Amount 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 TOTAL UDAG Loan Agreement Page 36 Fort Worth Affordability, Inc. — Hughes House II Apartments EXHIBIT "F" FORT WORTH AFFORDABILITY, INC. PROJECT COMPLETION REPORT FORT WORTH, pity of Fort Worth Project Completion Report UDAG Agreement for art Worth Affordability Inc [.PROJECT INFORMATION Property owner Corn pany{Project Name: Project Contact Telephone: Property owner Address (If Differentp: Address of Property Subject to Agreement Title - Fax: E-Mail: Construction Start Date: I I Construction Completion Date: Date of issuance of the Certificate of occupancy orfinal City "pass inspection" report. 'Please attach a copy of Certificate of Occupancy or City 'pass inspection' report" II. CONSTRUCTION SPENDING AND M/WBE SPENDING Company names., addresses. and the amounts paid during the construction period should be attached to this report. Use of the Excel spreadsheet provided to you by the City of Fort Worth is recommended. CONSTRUCTION Total Construction Dollars Spent this Reporting Period (A): $ FORT WORTH COMPANIES Unless specified otherwise in your agreement, a Fort Worth Company isdefined as a business that has a Principal office located within the corporate limits of the City that provides the product or service for which credit is sought for purposes of a specific commitment set forth in a given agreement Total Construction Dol lags Spent with Fort Worth Companies (B), $ Percentage of Total Construction Dollars Spent with Fort Worth Companies (B/A): M/WBE A Fort Worth Certified MMBE Company is defined as a minority or woman -owned business that (i) has received certification as either a minority business enterprise (MEE), a woman business enterprise (WBE), or a disadvantaged business enterprise (DBE) by the North Central Texas Regional Certification Agency (NCTRCA), and 0i) has a Principal Office located within the corporate limits of the City of Fort Worth that provides the product or service for which credit is sought for purposes of a specific commitment set forth i n a given agreement. Please verify that MAYBE vendors are located in Fort Worth by contacting the MAYBE office at (817)212-2674 or MW6EFrontDeslu_'Pfortworthtexas.gov. Total Construction Dollars Spent with Fort Worth Certified M/WBE Companies (C): $ Percentage of Total Construction Dollars Spent with Fort Worth Certified AMMBE Companies (C/A): °b IV. ADDITIONAL INFORMATION (TO BE ATTACHED AS EXHIBITS) Copy of Certificate of Occupancy issued by the City of Fort Worth's Planning and Development Department or final City ® °pass inspection" report �] A Copy of Certification from the North Central Texas Regional Certification Agency for Each M/WBE Vendor EXHIBIT C: List ofall Company Names, Addresses, Invoice Numbers, and Amounts Paid During Construction. Clearly note Fort Worth and Fort Worth MIWBE Companies. (Excel formal. Use of the Excel spreadsheet provided by the City is recommended.) UDAG Loan Agreement Page 37 Fort Worth Affordability, Inc. — Hughes House II Apartments FORT WORTH., City of Fart Worth Project Completion Report UDAG Agreement for lFairt'W'orth Affordability, Inc. V. CEBTIFICATION In connection with the review of the economic development grant agreement for the respective audit term, between the City of Fort Worth and (Company Name) best of our knowledge and belief, the following representations made to the City of Fort Worth. 1_) We are responsible for the information provided in the Project Completion Report we confirm, to the 2_) We have made available all information that we believe is relevant to the Project Completion Report. 3_) We will respond) fully to all inquiries made by the City of Fort Worth during the audit process. 4_) We acknowledge that the City of Fort Worth is responsible for evaluating the criteria and determining that the criteria are appropriate for meeting the terms of the agreement Name of Certifying officer. Title'. Signature of Certifying officer. Phone- E-mail, Date, In order to remain eligible for the incentive, you must return the completed report to: Hand delivery: By mail: Neighborhood Services Department City of Fort Worth Community Development Division Neighborhood Services Department Attn: Lilian Bastidos Attn: Lilian Batidos 100 Fort Worth Trail 100 Fort Worth Trail Fort Worth, TX 76102 Fort Worth, TX 76102 For assistance call: (817) 392-8454 You may also forward an electronic copy of the completed report to: Lilian.Bastidos iaaafortworthtexas.aov. Please note that if you do not submit this form electronically, you must submit an original hard copy of the report and all attachments to the above stated physical address for proper filing and review. About the Project Completion Compliance Review Process Initially, the City of Fort Worths Internal Audit: Department may review the provided list of all InvoiceslPay Applications for Total Construction costs„ Fort Worth Construction costs., and Fort Worth AtJWBE construction cocks (if applicable to your agreement). City Staff W 11 then select a sample of InvoiceslPay Appl ications to test, communicate to the Protect Contact which items have been selected for the sample, and request additional documentation for the selected sample only. Examples of additional documentation will include copies of invoices/pay applications, copies of cancelled checks, and copies of the general ledger documenting checks posting to the general ledger. If Staff is able to suc€essfully trace the InvoiceMay Applications to cancelled checks and the general ledger, and the information on the InvoicesPPay Applications is correct and contains all required information, Staff will utilize the information from the sample to form a conclusion regarding compliance with the agreement. However, if Staff finds more than the minimum allowable deviations (this number varies based upon the sample size), Staff will have to expand the sample size and review more Invoices/Pay Applications Therefore, it E imperative that Staff receives completeand accurate information. Staff will work closely with the Certifying officer andlor the appropriate representatives of the companies to try tc resolve questions and differences in reported amounts. Staff will also keep the contact persons apprised of any issues andlor non -compliant categories as they are determined UDAG Loan Agreement Page 38 Fort Worth Affordability, Inc. — Hughes House II Apartments EXHIBIT "G" FORT WORTH AFFORDABILITY, INC. ANNUAL EVALUATION REPORT FORT'WORTH City of Fort Worth Annual Evaluation Report Reporting Period: January 1, to December 31, I. PROJECT INFORMATION Company/Project Name: Property Owner: Project Contact Title: Telephone: Fax: E-Mail: Property Owner Address (If Different)' Address of Property Subject to Agreement: II. INVESTMENT VALIDATION FL .AL NI; rr'Lri 'f Current Year Appraised Value- Land: 5 Current Year Appraised Value - Improvements: $ Appraised value of improvements added this period: $ PERSONAL PROPERTY (the value as repotted to and certified by the Taffant Appraisal Distr ctl Current Year Appraised Value-Machinery,Equipment, and Other Business Personal Property: $ New Machinery and Equipment Costs. Incurred During Period, S Current Year Appraised Value Inventoryand Supplies: 5 Appraised Value of Machinery, Equipment, and Other Business Personal Property added this Period: $ Percentage of Inventory Subject to Other Exemptions (Le., Freeport/Foreign Trade Zone): Ill. JOB CREA710 1RFrENTION Total Current Employees at End of Reporting Period, Total Current Employees that are Fort Worth Residents: Total Current Employees that are Central City Residents: Total Current Employees that Qualify as Low/Moderate Income: Average Salary During Reporting Period: S Home addresses of permanent full-time employees hired perthe agreement should be attached to this report. Please verify that your employees live within Fort Worth by using the interactive map tool Mound at bttnJ/maoit fnrtuenrthtexas,a2/ HED_Mat7/- Once you arrive at the site click on Employment Incentives Report_ Also provide an excel document with all your employment information on a CD or USE and submit with this report or send the document by e-mail to leah.browniafortworthtexas.00v. W.SUPPLYANDSM1111CIECONTRACTS, mlff_ .AWARDS TO FORT WORTHCOMPANIES Total Supply and Service Contract Dollars Spent this Reporting Period_ $ Total Supply and Service Contract Dollars to Fort Worth Companies: $ Percentage of Total Supply and Service Contract Dollars to Fort Worth Companies AWARDS TO MINORITY/WOMEN OWNED BUSINESS ENTERPRISES (M/WBE) Total Supply and Service Contract Dollars to MAYBE Companies :'$ UDAG Loan Agreement Page 39 Fort Worth Affordability, Inc. — Hughes House II Apartments FORTWORTH City of Fort Worth Annual Evaluation Re -port Company"Pruject Name: IV. SUPPLY AND SERVICE CONTRACTS CONT. Percentage of Total Supply and Service Contract Dollars to MMBE Companies {Iyl WEIE CrollarsJotal Contract Dollars) V.ADDMONAL INFORMATION (TO RE ATTACHED) ListofRealPropertyTarrant Appraisal District Account Numbers n�r�wGsopwj c,w.u�r�v�rxcn��imxel J l Copy of Certificate of Occupancy issued by the City of FartWorths, Planning and Development Department iAppkAkN—P.Ie t A Copy of Certification (or the certification number) from the North Central Texas Regional Certification Agency for Each MIWBE vendor. I Employee Address verification Report with Supporting Documentation n List of vendor Names. Addresses, and Amounts Paid During Reporting Period V1. CEIRTIFICATIION In connect on with the review of the tax abatement/economic development grant agreement for the respective audit term, between the City of Fort Worth and (Company Name) we confirm, to the best of our knowledge and belief, the following representations made to the City of Fort Worth- I-) We are responsiblefor the information provided in the Annual Evaluation Report. 1) The City of Fort Worth is responsible for evaluating the criteria and determining that the criteria are appropriate for meeting the terms of the agreement 3-) We have made available all information that we believe is relevant to the Annual Evaluation Report 4-) We will inform the City if any events occur subsequent to February 1, 2013 that would require adjustment to, or modification to, the Annual Evaluation Report. 5.) We will respond fully to all inquiries made by the City of Fort Worth during the review. Name of Certifying Officer: Title: Signature of Certifying- Officer: Phone: Fax: Date: In order to remain eligible for the incentive, you must return the completed report by February 1 st to: City of Fort Worth Neighborhood Services Department Attn: Mrs. Leticia Rodriguez — Neighborhood Development Coordinator 200 Texas Street Fort Worth, TX 76102 For assistance call: (817) 392-7319 You may also forward an electronic copy of the completed report to: Leticia. Rodriguez anfortworthtexas.gov. Please note that if you do not submit this form electronically, you must submit an original hard copy of the report and all attachments to the above stated physical address for proper filing and review. UDAG Loan Agreement Page 40 Fort Worth Affordability, Inc. — Hughes House II Apartments EXHIBIT "H" FORT WORTH AFFORDABILITY, INC. AUDIT REQUIREMENTS INTENTIONALLY DELETED UDAG Loan Agreement Page 41 Fort Worth Affordability, Inc. — Hughes House II Apartments EXHIBIT "I" FORT WORTH AFFORDABILITY, INC. INSURANCE REQUIREMENTS Borrower shall furnish to Lender in a timely manner, but not later than the Effective Date, certificates of insurance as proof that it has required Developer or its general contractor to secure and paid for policies of commercial insurance as specified herein. If Lender has not received such certificates by the Effective Date, Borrower shall be in default of the Contract and Lender may, at its option, terminate the Agreement. Borrower maintain and shall require that Developer maintain coverage in the form of insurance or bond in the amount of $450,000.00, which is the total amount of the UDAG Loan and the Developer Loan, to insure against loss from the fraud, theft or dishonesty of any of Borrower's or Developer's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse Lender for any and all loss of UDAG Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses shall name the Lender as a Loss Payee. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Agreement. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thereof: Commercial General Liability (CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit Non -Profit Organization Liability or Directors & Officers Liability -(if applicable) $1,000,000 Each Occurrence $1,000,000 Annual Aggregate Limit Business Automobile Liability Insurance $ 300,000 each accident on a combined single -limit basis Insurance policy shall be endorsed to cover "Any Auto", defined as autos owned, hired and non -owned. Pending availability of the above coverage and at the discretion of Lender, the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Developer's business as contracted herein. Workers' Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease -each employee $500,000 disease -policy limit 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 UDAG Loan Agreement Page 42 Fort Worth Affordability, Inc. — Hughes House II Apartments contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Developer shall maintain the coverage on such contractor, if applicable, for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at Lender's reasonable option and no more frequently than once every 12 months, and Developer shall revise such amounts within 30 days following notice to Developer of such requirements. Developer will submit to Lender documentation that it has obtained insurance coverage and has executed bonds as required in this Agreement prior to payment of any monies provided hereunder. Where applicable, insurance policies required herein shall be endorsed to include Lender as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of Lender. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of Lender. Any failure on part of Lender to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to Lender insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VIl or other equivalent insurance industry standard rating otherwise approved by Lender. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by Lender. In the event there are any local, Federal or other regulatory insurance or bonding requirements for the Project, and such requirements exceed those specified herein, the former shall prevail. Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Developer shall require its contractors to provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall require its contractors to have Lender and Developer endorsed as additional insurers (as their interest may appear) on their respective insurance policies. Developer shall require its general contractor to maintain builders risk insurance at the value of the construction. UDAG Loan Agreement Page 43 Fort Worth Affordability, Inc. — Hughes House II Apartments EXHIBIT "L" FORT WORTH AFFORDABILITY, INC. MAP OF CENTRAL CITY Central City Map Central City FORTWO�, City Limits Boundary 0 ^_.5 5 U t5 Copyrlgd 2017 City of Fat Mill UO.umpdxetl apmdudlm is e yldellm If eppllceble lews.iTle protlud is fa InfprmeNmd pN , end may 0d beve bean p per.d fa a wiftble hrlapel. a 1...d,g. ae,,Wl0g pumpses. II doesyd lepasmlh m�.......—1blientlrepreu...yf mid lmete relelive location NprppeRy bppn0sries. IV7 ivs lbe City d Fat W[Rb assumes np resppldlElllty br the eccula[y pl seltl tlete. UDAG Loan Agreement Page 44 Fort Worth Affordability, Inc. — Hughes House II Apartments CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2025-1306298 FW Hughes House Il, LP Fort Worth, TX United States Date Filed: 05/07/2025 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. HOME/UDAG 2024 HUD HOME Investment/Urban Development Action Grant (UDAG) Nature of interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary FW Hughes House II GP, LLC Fort Worth, TX United States X Fort Worth Affordability Inc. Fort Worth, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Mary -Margaret Lemons and my date of birth is My address is 1407 Texas Street Fort Worth TX 76102 USA (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Tarrant County, State of Texas —on the 7 day of May 2025 (month) (year) �/J t Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.etnlcs.state.tx.us version vv.l.u.euzuozu M&C Review Page 1 of 5 0 Official site of the City of Fort Worth, Texas CITY COUNCIL AGEND FoRT�WORTII Create New From This M&C DATE: 12/9/2025 REFERENCE **M&C 25- LOG NAME: 19HUGHES HOUSE II — NO.: 1107 HOME UDAG FUNDS CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 5) Approve Financial Actions in Support of Hughes House II Apartments Located at 1401 Etta Street as Part of the Choice Neighborhoods Implementation Grant for the Cavile Place/Historic Stop Six Area Consisting of (A) Authorizing (i and ii) Expenditure of $2,000,000.00 of HOME Investment Partnerships Program Grant Funds as a Non - Forgivable Loan to FW Hughes House II, LP, or an Affiliate, Which Loan May Convert to Forgivable on Specified Conditions being Met, and Execution of Related Contracts; (iii and iv) Expenditure of $450,000.00 of Urban Development Action Grant Miscellaneous Revenue as a Loan to Fort Worth Affordability Inc., and Execution of Related Contracts; (v) Acceptance of Assignment from Fort Worth Affordability Inc., of Contracts and Loan Documents for its Loan to FW Hughes House Il, LP; (vi) Authorization of Assignment from Fort Worth Affordability Inc. to FW Hughes House II, LP. of Federal Grant Obligations; (vii and viii) Authorize Execution of Necessary Amendments and Extensions to All Contracts and Documents to Facilitate Project Completion; (ix) Authorize Execution of Agreement with Fort Worth Housing Solutions for the Conversion of the HOME Investment Partnerships Program Loan to Forgivable Under Specified Conditions; and (x) Authorize the Substitution of Funding Years; (B) Find that the Loans Serve a Public Purpose and that Adequate Controls are in Place; and (C) Adopt Appropriation Ordinance RECOMMENDATION: It is recommended that the City Council: 1. Authorize expenditure in the amount of $2,000,000.00 of HOME Investment Partnerships Program grant funds in the form of a non -forgivable loan to Hughes House II, L.P.; 2. Authorize execution of an agreement with the Housing Authority for the City of Fort Worth, Texas, doing business as Fort Worth Housing Solutions, to allow for the conversion of the non -forgivable HOME Loan to a forgivable loan so long as conditions are met, including without limitation the condition that the Project is directly or indirectly owned 100\% by Fort Worth Affordability Inc., Fort Worth Housing Solutions and/or an affiliate thereof, following expiration of the Project's compliance period; 3. Authorize expenditure in the amount of $450,000.00 of Urban Development Action Grant Miscellaneous Revenue as a forgivable loan to Fort Worth Affordability Inc.; 4. Authorize the City Manager, or his designee, to execute all related contracts, loan documents, and other documents necessary for lending activities with terms as specified below; 5. Authorize the acceptance of an assignment to City by Fort Worth Affordability, Inc. of the loan documents for the $450,000.00 loan to be made by Fort Worth Affordability Inc.; 6. Authorize the assignment of the UDAG obligations from Fort Worth Affordability Inc., to FW Hughes House II, LP to ensure compliance with applicable federal regulations; 7. Authorize the City Manager or his designee to extend the contracts if such extensions are necessary for completion of the Project, and to extend all other required documents for lending activities as necessary for the development of the Project; 8. Authorize the City Manager, or his designee, to amend the contracts and other required documents if necessary to achieve project goals, provided that the amendments are within the scope of the Project and in compliance with City policies and applicable laws and regulations governing the use of federal funds; 9. Find that providing a forgivable UDAG loan and a non -forgivable HOME Loan that may be converted to forgivable so long as certain conditions are met, serves the public purpose of providing decent, safe, and sanitary housing for low-income residents and that adequate controls are in place through the various loan documents and agreements to ensure the public purpose is carried out; 10. Authorize the substitution of current and prior funding years in order to meet commitment, disbursement, and expenditure deadlines for grant funds from the United States Department of Housing and Urban Development; http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33969&councildate=12/9/2025 1 /21 /2026 M&C Review Page 2 of 5 11. Accept interest revenue and miscellaneous revenue receipts in the Grants Operating Other Funds account; and 12. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Operating Other Fund, in the amount of $643,224.31, from Urban Development Action Grant Miscellaneous Revenue Program Income, for the purpose of funding future projects. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to approve financial actions in support of an affordable housing development in the Cavile Place/Historic Stop Six area as part of the multi -year Choice Neighborhoods Implementation grant. On October 22, 2019, Mayor and Council M&C 19-0268 authorized the City to partner with Fort Worth Housing Solutions (FWHS) as a co -applicant for a Choice Neighborhoods Implementation (CNI) grant from the U.S. Department of Housing and Urban Development (HUD). The City Council also adopted a revised Cavile Place/Historic Stop Six Neighborhood Transformation Plan and committed $39,375,654.00 over six years for improvements in the area, contingent on receiving the grant. In spring 2020, the City was notified that the City and FWHS had been awarded the CNI grant. As co -applicant, the City agreed to support FWHS in implementing the Transformation Plan by providing resources for eligible activities, including a commitment of $3,000,000.00 in HOME Investment Partnerships Program (HOME) funds, $3,250,000.00 in Community Development Block Grant (CDBG) funds, and $1,110,000.00 in Urban Development Action Grant (UDAG) funds, for a total of $7,360,000.00 to be awarded over six years. During the implementation of the Transformation Plan, when the Hughes House project was presented to City Council (M&C 22-0400), the Council was informed that instead of allocating $500,000.00 in CDBG funds per development phase of the CNI, the funding would be revised to $1,000,000.00 in HOME funds. This change was made because CDBG funds are more difficult to use for new housing construction, while HOME funds are more flexible and easier to utilize under federal regulations.ln addition to the funding commitment, in March 2021 President Biden signed the American Rescue Plan Act providing aid relief to various sectors of the national economy. Through the ARPA allocations that the City of Fort Worth received, city staff recommended that a total of $400,000.00 be provided to the first four phases of the CNI developments totaling $1,600,000.00 in ARPA funds (M&C 21-0814). All CNI development phases have been approved by City Council. Due to the nature of the implementation of the Transformation plan, funding allocations might have differed due to regulatory adherence. In addition to HOME and UDAG funding, The Fort Worth Housing Finance Corporation (FWHFC) authorized the expenditure of $1,250,000.00 to be used for the development of Permanent Supportive Housing (PSH) and $1, 250,000.00 for construction in permanent loans for financing the developments (Resolution No. 2019-06). Of that $1,250,000.00 in PSH funds, $525,000.00 has been authorized in the form of a forgivable loan for 21 PSH units for the Project (Resolution No. FWHFC- 2025- 01). Approval of this M&C allows the Project to move forward with the fourth phase of the six -year Transformation Plan and award $2,000,000.00 in HOME funds and $450,000.00 in UDAG funds for a total of $2,450,000.00 to be used for eligible activities for the Project. The table below outlines the City's funding commitment for each phase of the Stop Six Choice Neighborhood Implementation Grant, demonstrating its contributions to the Transformation Plan. The figures below do not include the $27 million in 2022 Bond funds allocated for construction of the community Hub. Funding Source Cowan Place: Phase I Hughes House: Phase II Babers Manor: Phase III Hughes House II: Phase IV Hughes House III: Phase V Total funding per source HOME $500,000.00 $1,000,000.00 $1,000,000.00 $2,000,000.00 $- $4,500,000.00 UDAG $360,000.00 $150,000.00 $150,000.00 $450,000.00 $- $1,110,000.00 CDBG PSH FWHFC ]$225,000.00 $1,250,000.00 $- $325,000.00 $- $100,000.00 $ $525,000.00 $- $75,000.00 $1,250,000.00 $1,250,000.00 HFC Vnstruction $1,250,000.00 $- $- 11 $ $- $1,250, 000.00 ARPA $400,000.00 $400,000.00 $- $400,000.00 $400,000.00 $1,600,000.00 $3,985,000.00 $1,875,000.00 $1,250,000.00 $3,375,000.00 $475,000.00 $10,960,000.00 http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33969&councildate=12/9/2025 1 /21 /2026 M&C Review Page 3 of 5 Funding Source Cowan Place: Phase I Hughes House: Phase II Babers Manor: Phase III Hughes House II: Phase IV Hughes House III: Phase V Total funding per source TOTAL funding to L-IL each phase The Hughes House II Apartments will be a newly developed, affordable multifamily community designed to support mixed income levels. The project will feature 302 residential units in a mix of 1-, 2-, 3-, and 4-bedroom floor plans. Of these, 89 units will be project -based voucher (PBV) apartments reserved for returning families from Cavile Place; 112 units will be income -restricted for households earning 60\% or less of the area median income (AMI); 80 units will be offered at market rate; and 21 units will provide Permanent Supportive Housing (PSH) for individuals experiencing chronic homelessness. The development will consist of eleven buildings, including two with elevator access, ensuring accessibility and convenience for all residents. It is anticipated that the construction of Hughes House II will begin in the first quarter of 2026 and take 26 months to reach substantial completion. FW Hughes House II, L.P. (Developer) will develop and own the Project. It is a Texas limited partnership consisting of FW Hughes House II, LLC as the general partner (owned by FWHS or an affiliate), and Cavile Place MBS SLP, Inc. as a special limited partner (owned by McCormack Baron Salazar, Inc.) Fort Worth Affordability, Inc. (FWAI) a Texas nonprofit corporation, which is the managing member of FW Hughes House II GP, LLC, is an instrumentality of FWHS, and has requested to be the initial borrower of the UDAG funds ("UDAG Loan Funds") instead of the Developer for tax purposes. FWAI will execute a loan agreement and promissory note in favor of the City for the UDAG Loan Funds and simultaneously loan the UDAG Loan Funds to the Developer for the development of the Project. To collateralize the loan from the City to FWAI and ensure compliance with federal requirements, FWAI will (1) assign its loan documents (from the loan from FWAI to the Developer) to the City and (2) assign its obligations under the City's UDAG contract to the Developer. To further the implementation of the Transformation Plan and aid the infrastructure improvements in support of the Project, staff recommends the following loan terms and conditions: HOME Loan Terms: 1. Loan term to commence on execution of the loan documents and terminate 40 years after project stabilization. Payment of principal and accrued, unpaid interest will be due 40 years after project conversion coterminous with final payment date of permanent loan; 2. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents; 3. Performance of the HOME requirements and payment of the HOME loan, if required, will be secured by a deed of trust and HOME Deed Restrictions on the real property through the affordability period or the loan term, whichever is longer; 4. Affordability period to begin on the date the project status is changed to "Complete" in the Integrated Disbursement and Information System (IDIS) and continue for 20 years thereafter; 5. HOME loan to be subordinate to any construction/permanent financing and any financing provided by Fort Worth Housing Finance Corporation; 6. HOME -assisted units will be designated according to the HOME regulations with a 20-year affordability period; 7. HOME funds will be provided on a reimbursement basis for eligible costs only; and 8. Development and operation will comply with all HOME Regulations in 24 CFR Part 92 et seq. The expenditure of HOME funds is conditioned upon the following: Satisfactory underwriting in accordance with federal guidance for use of HOME funds and City policies for funding of HOME units; Compliance with all HOME requirements contained in 24 CFR Part 92 et seq; Construction and permanent financing acceptable to City; Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; Receipt of authorization to use grant funds from HUD; Receipt of acceptable, fully executed loan documents; and Closing on all other financing for the Project. Approval of this M&C also authorizes the City to convert the HO Loan from a repayment loan to a forgivable loan only if FWHS, FWAI, or an affiliate acquires either (i) the Project in fee simple or (ii) 100\% of the interest in http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33969&councildate=12/9/2025 1 /21 /2026 M&C Review Page 4 of 5 Development following the expiration of the compliance period. For the avoidance of doubt, the HOME Loan shall not be forgivable unless the Project is directly or indirectly owned 100\% by FWHS, FWAI and/or an affiliate thereof. This M&C further authorizes the City to execute an agreement with FWHS to memorialize the terms on which the loan will be converted to forgivable. In the event the HOME Loan is converted to a forgivable loan, it shall only be forgiven if all loan terms and conditions are met and FWHS/Developer has complied with all City and HOME regulations and requirements. UDAG Loan Terms: 1. Loan term to commence on the date of execution and terminate 40 years after project stabilization. Final payment of principal and accrued, unpaid interest will be due 40 years after project conversion coterminous with final payment date of permanent loan; 2. Performance period to begin on the date the project status is changed to "Complete" in the Integrated Disbursement and Information System (IDIS) and will continue for 5 years thereafter; 3. UDAG funds to be subordinate to any construction/permanent financing, the City's HOME loan, and any financing provided by the Fort Worth Housing Finance Corporation; 4. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents; 5. UDAG funds will be used for eligible construction costs associated with the new multifamily housing construction; 6. UDAG funds will be used in compliance with all CDBG requirements contained in 24 CFR Part 570, including but not limited to the Project being located in a CDBG-eligible census tract and will accomplish the public benefit of furthering a CDBG National Objective of promoting activities that benefit low -and -moderate income residents; 7. Developer must or must require property management company to employ the equivalent of at least 2 full-time positions for Central City residents at all times during the performance period; 8. UDAG funds shall be repaid by FWAI to the extent FWAI receives repayment from Developer; 9. UDAG funds shall be forgiven if all terms and conditions are met, FWAI has not received any repayment from Developer, and Developer has complied with all City and CDBG regulations and requirements; and 10. UDAG funds will be provided on a reimbursement basis for eligible construction costs only. Staff recommends approving the expenditure and execution of contracts and related loan documents with FWAI and Developer in the amount of $2,000,000.00 in HOME funds and $450,000.00 in UDAG funds, for the construction costs in support of the Project; approving acceptance of the collateral assignment by FWAI to City of related UDAG loan documents, and approving the assignment of the related UDAG obligations from FWAI to the Developer; and approval of an agreement between FWHS and the City memorializing the conditions under which the HOME Loan may be converted to a forgivable loan. Through this M&C, the City Council finds that the Project serves a public purpose by assisting the City in fulfilling its goals under the Choice Neighborhoods Implementation Grant, Transformation Plan, by providing quality, accessible, affordable housing for low- to moderate- income residents and supporting economic development and revitalization, and that the forgivable UDAG loan and the HOME Loan that may be converted to forgivable so long as the conditions listed above are met, are vital to the financial feasibility of the Project. The Council further finds that adequate controls are in place through the various loan documents and agreements to ensure that the public purpose is carried out. Approval of this M&C also allows Action Plan funding years to vary and be substituted in order to expend the oldest grant funds first. Appropriations supporting the HOME Loan will come from the annual program appropriation for the funding years against which the loan is booked. A public comment period was held from June 1,2025 through July 1, 2025; no comments were received. UDAG Miscellaneous Revenue funds are rental revenues received from the lease of the City -owned parking garage under General Worth Square (City Contract No. 11085). UDAG Funds must be used for projects that meet certain CDBG program requirements, including use in a CDBG-eligible area, qualification as a CDBG economic development project and inclusion of private investment. Annual revenue from the parking garage is approximately $108,000.00. Currently the City has an appropriated balance of $463,639.38 in UDAG funds. In addition, the City is in receipt of but has not appropriated a total of $643,224.31 of UDAG Funds from prior years. After funding this loan, and after all funds have been appropriated, the garage rental revenues account will have a remaining balance of approximately $656,863.69. Adoption of the attached appropriation ordinance will appropriate the current balance of program revenue with the balance of appropriated funds to be programmed for other eligible projects in the future. http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33969&councildate=12/9/2025 1 /21 /2026 M&C Review Page 5 of 5 FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are currently available in the Hyatt Regency Parkg Garage Rev, Home Grant (PY24/FY25) and in the Home (PY22/FY23) projects within the Grants Operating Federal Fund and the Grants Operating Other Fund, and upon approval of the above recommendations, funds will be available in the Grants Operating Federal Fund and the Grants Operating Other Fund to support the loan contract. The Neighborhood Services Department (and Financial Management Services) will be responsible for the collection and deposit of funds due to the City. Prior to an expenditure being incurred, the Neighborhood Services Department has the responsibility to validate the availability of funds. This is a reimbursement grant. 'O Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Fund Department Account Project Program Activity Budget Reference # Amount ID I I ID Year (Chartfield 2) Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: Dana Burghdoff (8018) Kacey Thomas (8187) Chad LaRoque (2661) Lilian Bastidos (8454) ATTACHMENTS FID Table HUGHES lI.xlsx (CFW Internal) Funds Availability HH Il.docx (CFW Internal) ORD.APP 19HUGHES HOUSE II — HOME UDAG FUNDS 21003 A026.docx (Public) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33969&councildate=12/9/2025 1 /21 /2026 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: UDAG LOAN AGREEMENT Subject of the Agreement: Borrower and Developer proposes to develop 302 units known as the Hughes House II Apartments ("Project"). Developer will construct, develop, own, and operate a new 302-unit mixed -income affordable multifamily housing development. Borrower is acting as an intermediary lender to ensure that the Project realizes the most beneficial tax and equity treatment possible. M&C Approved by the Council? * Yes © No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No ❑ If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes B No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Date of execution of the contract Expiration Date: If different_from the approval date. If applicable. Is a 1295 Form required? * Yes N No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes N No ❑ Contracts need to be routed for CSO processing in the -following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.