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HomeMy WebLinkAbout065502 - General - Contract - Maren Grove, LLCCity Secretary Contract No. 65502 STATE OF TEXAS § COUNTY OF TARRANT § UDAG LOAN AGREEMENT This Loan Agreement ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City" or "Lender"), a home rule municipality organized under the laws of the State of Texas, and Maren Grove, LLC ("Borrower") a Texas Limited Liability Company. Lender and Borrower may be referred to individually as a "Party" and jointly as "the Parties". RECITALS WHEREAS, On or about September 7, 1979 the Lender entered into that certain Urban Development Action Grant Agreement with the United States Department of Housing and Urban Development ("HUD"), UDAG Grant No. B-79-AA-48-0013 (the "UDAG Grant Agreement"), for use in acquiring land and constructing a parking garage located under General Worth Park in downtown Fort Worth (City Secretary Contract No. 10610), as more specifically set forth in the UDAG Grant Agreement. The Lender has leased the parking garage pursuant to and in accordance with that certain Lease Agreement ("Parking Garage Lease") dated on or about May 22, 1980 by and between the Lender and Hunt Hotel/Fort Worth, Ltd. (City Secretary Contract No. 11085, as amended and assigned). Rental revenues from the Parking Garage Lease 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, Borrower proposes to use UDAG funds for the development, construction and operation of Maren Grove (the "Project"), an eligible project under the Community Development Block Grant ("CDBG") program, whereby Borrower will receive the funds from the Lender in the form of a loan; WHEREAS, Borrower has received an award of 2024 Competitive (9%) Housing Tax Credits from the Texas Department of Housing and Community Affairs for a portion of the costs of the development of the Project; WHEREAS, The Project is located in an eligible census tract under CDBG, 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; OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth UDAG Loan Maren Grove, LLC 1 WHEREAS, Borrower has represented to Lender, and on the basis of such representation Lender finds, that to the best of Borrower's knowledge, 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 (M&C 26-0493). 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. CDBG means the Community Development Block Grant, the grant program of the same name administered by HUD. 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 Resident means an individual whose principal place of residence is located within the Central City. Complete Documentation means the following documentation as applicable: 1. Attachments I and II, with supporting documentation as follows: a. Proof of expense: invoices, leases, service contracts, architect's certification, or other documentation showring the nature of the cost and that payment is due by Borrower. City of Fort Worth UDAG Loan Maren Grove, LLC 2 b. Proof of payment: cancelled checks, bank statements, architect's certification, or wire transfers necessary to demonstrate amounts due by Borrower were paid. Completion means the substantial completion of the rehabilitation and/or construction of the Required Improvements as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD Compliance Inspection Report and/or any other applicable final inspection approval from the City. Completion Deadline means April 30, 2027. Deed of Trust means any deed of trust from the Borrower in favor of the City covering the Property and securing the indebtedness evidenced by the Promissory Note and Borrower's performance of the requirements of this Agreement and the UDAG Regulations, as the same may be extended, amended, restated, supplemented or otherwise modified. Development Costs means the total job value to redevelop the property during the construction period. Director means the Director of the City's Neighborhood Services Department, any successor department thereto or designee. 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 Parry's control, including, without limitation, acts of God, fires, strikes, national disasters, pandemics, wars, terrorism, riots, material or labor restrictions, and, with respect to Borrower, 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 Borrower or any Affiliate of Borrower (taking into account the City's then -current workload with respect to the issuance of permits or the conducting of inspections), but shall not include construction delays caused due to purely financial matters involving any entity, including, but not limited to, Borrower, 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. Investor Member means Red Stone Equity- Fund 113 Limited Partnership, a Delaware limited partnership, its successors and/or assigns. City of Fort Worth UDAG Loan Maren Grove, LLC 3 Loan means the loan of the Funds to Borrower by Lender under the terms of this Agreement as more particularly described in the Loan Documents. Loan Documents means all security instruments which Borrower or any other party has executed and delivered to Lender in connection with the Loan, 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. Management Company means a third -party entity hired by Borrower to administer the day-to-day operations of the Property. Maturity Date means April 2, 2043. 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. 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. Required Improvements means any renovations, new construction or reconstruction included in City of Fort Worth building permit numbers PB24-15199 and PB24-15200. 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. City of Fort Worth UDAG Loan Maren Grove, LLC 4 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 on or after the Maturity Date (the "Loan Term"), 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 on or after the Maturity Date, 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 to comply with all requirements expressly included herein including all applicable 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 related to the Funds. Approval by Lender does not relieve Borrower of its duty to comply with all applicable 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 invest at least $18,000,000 in Development Costs for the Required Improvements as of the Completion Date, which amount is subject to written verification by the Director based on Complete Documentation submitted to the Director by Borrower. 4.3. Employment and Resident Goals. Borrower or its Management Company or its commercial tenant (a Pre- kindergarten provider) shall use its best efforts to employ at least 3 FTEs that will be provided and filled on the Property (the "Overall Employment Goal"), as follows: City of Fort Worth UDAG Loan Maren Grove, LLC 5 4.3.1 Within the first 12-month period after the Completion Date and throughout the Performance Period, Borrower or its Management Company shall make reasonable efforts to employ at least 3 FTEs. 4.4. Reports. 4.4.1. Reserved. 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 at the facility on the Property during the previous 12 months, 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 compliance with each of the terms and conditions of this Agreement or that is reasonably necessary to assist the Lender in demonstrating compliance with UDAG Regulations. 4.5. Inspection of Property and Required Improvements. Following reasonable advance notice to Borrower, Lender shall have, and Borrower shall provide or cause to be provided, access to the Property and any improvements thereon, in order for Lender to inspect the Property and evaluate the Required Improvements to ensure compliance with the terms and conditions of this Agreement. Borrower shall cooperate fully with Lender during any such inspection and/or evaluation. 5. LOAN. 5.1. Amount. Lender will loan Borrower $550,000.00 of UDAG miscellaneous revenue for the Project on the terms and conditions set forth herein. 5.2. Change in Project Budget. City of Fort Worth UDAG Loan Maren Grove, LLC 6 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. 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. 5.3.6 The term of the Loan shall be as specified in Section 3.2. The Loan shall bear no interest and may be forgiven at the end of the Loan Term at Lender's sole discretion, provided Borrower has complied with all applicable City requirements, state and federal laws, federal regulations, including the UDAG regulations, local ordinances, and this Agreement and the Loan Documents. 5.3.7 Early repayment of the Loan shall not relieve Borrower of its obligations under Article 4 of this Agreement or compliance with UDAG Regulations during the Performance Period. 5.3.8 This Agreement and the Promissory Note shall secure repayment of the Loan, to the extent such Loan is not forgiven, and performance by Borrower of all obligations under this Agreement during the Loan Term. The Deed of Trust shall secure both repayment of the Funds and performance by Borrower of its obligations under this Agreement. 5.3.9 Reserved. 5.3.10 Failure by Borrower to comply with this Section 5.3 will be an event of default under this Agreement and the Loan Documents. 5.3.11 As a condition precedent to receipt of any Funds, Borrower must City of Fort Worth UDAG Loan Maren Grove, LLC 7 execute this Agreement and any other documents required by Lender. 5.3.12 Any future refinancing by Borrower 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 terms 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 senior indebtedness or any subsequent refinance shall not automatically cause repayment of the Loan. Notwithstanding the foregoing, refinancing by Borrower of any senior indebtedness will not require prior written approval of the City so long as such refinancing would not increase the principal amount of such senior indebtedness beyond the original principal amount of such senior indebtedness (excluding any amounts having been advanced by the senior lender for the protection of its security interest pursuant to the documents evidencing 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 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. 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. 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, City of Fort Worth UDAG Loan Maren Grove, LLC 8 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 Borrower based on work completed and costs actually incurred, 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. 5.4.6. Proiect Completion Report. City of Fort Worth UDAG Loan Maren Grove, LLC 9 Borrower will submit a Project Completion Report in substantially the same form as that set forth in the attached Exhibit "F" — Proiect 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 primary subcontractor, if applicable; and (ii) copies of all City permits and City -issued "pass" inspections for such work. 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. 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. City of Fort Worth UDAG Loan Maren Grove, LLC 10 6.2 Employment Requirements. Borrower or its Management Company must make reasonable efforts to employ at the Project a minimum of 3 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 Borrower or its Management Company during the 12 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 1511 day of the month following the end of the 12 months covered by the report throughout the Performance Period. In the event that the 15th day of the month in which such a report is due falls on a weekend or a City holiday, the report shall be due the next business day. At Lender'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 Reserved. 6.4. Issuance of Final "Pass Inspection" Report of Completion Date of Project. Within 60 calendar days of the issuance of a "pass inspection" report by the City, and following receipt by Lender of the final construction spending report for the Project, and assessment by Lender of the information contained therein, if the Lender is able to verify that Borrower expended at least $10,000,000 of total construction costs on the Project, it shall certify that Completion has occurred (the date of such Completion being called the "Completion Date"). 6.5. Inspections. At any time during normal office hours throughout the term of this Agreement, and following reasonable notice to Borrower, Borrower shall 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, 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 City of Fort Worth UDAG Loan Maren Grove, LLC 11 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 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 he 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, at T o„ao,'� ov�o„��, 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 UDAG Regulations or other City policies, and Borrower shall allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to Borrower of such questioned practice or expenditure. If questions are not resolved within this period, Lender reserves the right to withhold further funding under this and/or other contract(s) with Borrower. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT BORROWER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED THE FUNDS OR SPENT FUNDS ON ANY INELIGIBLE ACTIVITIES, BORROWER AGREES TO REIMBURSE LENDER WITHIN 30 DAYS OF LENDER'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. 9.1.1 A default exists if — a. Borrower fails to timely pay the Promissory Note when such payment is required; b. Borrower or its Management Company fails to perform any obligation or City of Fort Worth UDAG Loan Maren Grove, LLC 12 covenant in any of this Agreement or the Loan Documents; C. Any warranty, covenant, or representation made by Borrower in any of the Loan Documents is false in any material respect when made; d. A receiver is appointed for Borrower, or for any of the security for payment and performance under this Agreement or the Loan Documents; e. Any collateral or security for payment or performance under this Agreement or the Loan Documents is assigned for the benefit of creditors; f. A bankruptcy or insolvency proceeding is commenced by Borrower; g. A bankruptcy or insolvency proceeding is commenced against Borrower, and the proceeding continues without dismissal for 120 days, Borrower 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, any member of Borrower, or any other obligated party executing any of the Loan Documents; provided, however, the administrative dissolution of any such parry by the applicable state filing office shall not constitute an event of default if (i) such party is eligible for reinstatement under applicable law and (ii) such parry obtains reinstatement and restores its good standing within thirty (30) days after receipt of notice of such administrative dissolution; i. Reserved; j. The Project is not completed by the Completion Deadline, subject to Force Maj eure. 9.1.2. Reserved 9.1.3 Remedies If a default exists and is not cured within the applicable cure period, 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 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 City of Fort Worth UDAG Loan Maren Grove, LLC 13 immediately upon provision of written notice to Borrower. In this event, Borrower shall forfeit all rights to the Funds. Borrower acknowledges that no Funds will be disbursed by Lender at any time that Borrower is in default under this Agreement, any agreement related to the use of the Funds, or any other agreement between Lender and 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; provided, however, the administrative dissolution of Borrower by the applicable state filing office shall not constitute an automatic termination if (i) Borrower is eligible for reinstatement under applicable law and (ii) Borrower obtains reinstatement and restores its good standing within thirty (30) days after receipt of notice of such administrative dissolution. 10. REPAYMENT OF FUNDS. In the event that this Agreement is terminated for any reason pursuant to Section 9 above, Borrower must repay any Funds received hereunder within 30 days of the effective date of termination. If Borrower fails to repay any such Funds, Lender shall have the right to exercise all legal remedies available to it under this Agreement. 11. ASSIGNMENT AND RIGHT TO INSPECT. 11.1 This Agreement shall inure to the benefit of and is binding on the Parties and their respective legal representatives, successors and assigns. 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. 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. City of Fort Worth UDAG Loan Maren Grove, LLC 14 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 any third party regarding the Funds, and this right shall further require Lender's approval of both the form and substance of the contracts and other documents, (ii) Borrower 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) Borrower and any vendor contracts arising out of the operation of the project, and (iv) Borrower and any third party contracts to be paid with Funds, prior to any charges being incurred. 12. INDEMNIFICATION AND RELEASE. BORROWER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS OF ANY KIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, 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, City of Fort Worth UDAG Loan Maren Grove, LLC 15 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 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 $550,000.00 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 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 City of Fort Worth UDAG Loan Maren Grove, LLC 16 execution, performance, attempted performance or nonperformance of this Agreement. Borrower shall 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 its general contractor or primary subcontractor to maintain their insurance with underwriters authorized to do business in the State of Texas and which are reasonably satisfactory to Lender. 14. LITIGATION AND CLAIMS. Borrower shall give the Lender notice in writing within fifteen (15) days of becoming aware of any action, including any proceeding before an administrative body, filed against Borrower in conjunction with this Agreement or the Project. Borrower shall furnish promptly to Lender copies of all pertinent papers received by Borrower with respect to such action or claim. Borrower shall provide a notice to Lender within 10 days upon filing under any bankruptcy or financial insolvency provision of law. 15. NOTICE. All notices required or permitted by this Agreement must be in writing and are deemed delivered on the earlier date of the date actually received or the third day following deposit in a United States Postal Service post office or receptacle; with proper postage, certified mail return receipt requested; and addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. Lender: City of Fort Worth Attention: Director Neighborhood Services Department 100 Fort Worth Trail Fort Worth, TX 76102 With a copy to: City of Fort Worth Attention: Leslie Hunt City Attorney's Office 100 Fort Worth Trail Fort Worth, TX 76102 City of Fort Worth Attention: Project Coordinator Neighborhood Services Department 100 Fort Worth Trail Fort Worth, TX 76102 Borrower: City of Fort Worth UDAG Loan Maren Grove, LLC 17 Maren Grove, LLC Attention: Megan Lasch 5501-A Balcones Dr. Ste. 302 Austin, TX 78731 With a copy to: Shutts & Bowen LLP 200 South Biscayne Blvd., Ste. 4100 Miami, FL 33131 Attention: Robert Cheng Special Limited Partner: Red Stone Equity Partners 90 Park Avenue, 28th Floor New York, NY Attention: General Counsel and President 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 party'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. City of Fort Worth UDAG Loan Maren Grove, LLC 18 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 UDAG Regulations, and any other applicable rules and regulations, 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 Maj eure. 22. INTERPRETATION. The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any of the exhibits attached hereto. 23. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 24. ENTIRETY OF AGREEMENT. This Agreement, including the Exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Lender and Borrower as to the matters contained herein. Any prior or contemporaneous oral or written 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 Parties. 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 City of Fort Worth UDAG Loan Maren Grove, LLC 19 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 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 as Independent Contractor. Borrower shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of Lender. Borrower 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 and Borrower's 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 and Borrower. It is further understood that Lender shall in no way be considered a Co -employer or a Joint employer of Borrower or any officers, agents, servants, employees or subcontractor of Borrower. Neither Borrower nor any officers, agents, servants, employees or subcontractor of Borrower shall be entitled to any employment benefits from Lender. Borrower 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, its officers, members, agents, employees, contractors, subcontractors, vendors, licensees or invitees. 30. Borrower Property. City of Fort Worth UDAG Loan Maren Grove, LLC 20 Borrower agrees that Lender shall under no circumstances be responsible for any property belonging to Borrower, 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, 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 the UDAG Regulations, indemnity obligations, reporting requirements, auditing, monitoring, record keeping and reports, City ordinances, compliance with any federal obligations, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Agreement for the longer of (i) 5 years after the termination date of this Agreement, or (ii) 5 years after the termination of the Performance Period unless a different survival period is specifically set forth herein, and shall be enforceable by Lender against Borrower. 32. Prohibition on Boycotting Energy Companies. Borrower acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the Lender is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the Lender with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. 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 City of Fort Worth UDAG Loan Maren Grove, LLC 21 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 is a charitable or nonprofit organization and has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, Borrower hereby expressly waives its rights to plead defensively such immunity or exemption as against Lender. This section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. [SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO PAGES] City of Fort Worth UDAG Loan Maren Grove, LLC 22 IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this Agreement to be effective as of the Effective Date. ATTEST: City Secretary M&C: 26-0493 Date: 07/09/2026 Form 1295 4vvop ITY OF FORT WORTH -�; Dana Surand °o= Byd B V Dana 8urghdoff (Jul 9, 2 15:45:06 CDT) C1g p o C o � 4n��°4saa� Dana Burghdoff, Assistant City Manager Date: 07/09/2026 APPROVED AS TO FORM AND LEGALITY: nphie Madaewl Sophie Mathews, 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 8, 2026 10:37:24 CDT) Anderson Stoute, Assistant Director of Neighborhood Services City of Fort Worth UDAG Loan Maren Grove, LLC OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 23 BORROWER Maren Grove, LLC, a Texas limited liability company, By: O-SDA Maren, LLC, a Texas limited liability company, its Managing Member By: O-SDA Industries, LLC, a Texas limited liability company, its Sole Member ���o, La,�L� Y• Megan Lasch, So ember Date: City of Fort Worth UDAG Loan Maren Grove, LLC 24 EXHIBITS Exhibit "A" — Map and Property Location Exhibit "A-1" — Legal Description Exhibit "B" — Project Summary Exhibit "C" — Reimbursement Schedule Exhibit "D" — Reserved 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 City of Fort Worth UDAG Loan Maren Grove, LLC 25 EXHIBIT "A" MAREN GROVE MAP AND PROPERTY LOCATION Maren Grove 801 W Shaw St A 4 200 400 Ft rOeT woerH. City of Fort Worth UDAG Loan Maren Grove, LLC 26 EXHIBIT "A-1" MAREN GROVE LEGAL DESCRIPTION Being Lot 3, in Block 2, of OUR LADY OF VICTORY HEIGHTS, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the map thereof recorded in Cabinet A, Slide 7553, Plat Records of Tarrant County, Texas. City of Fort Worth UDAG Loan Maren Grove, LLC 27 EXHIBIT "B" MAREN GROVE PROJECT SUMMARY Capitalized terms not defined herein shall have meanings assigned to them in the Agreement. DESCRIPTION: Borrower will develop, own, and operate a 90-unit mixed -income affordable multifamily housing development known as Maren Grove ("Project") located at 801 W. Shaw Street, Fort Worth, TX 76110. 100% of the Project's units will be income -restricted serving families with below -market rents adjusted for the Area Median Income (AMI) with 20 deeply affordable units for reserved households at 30% AMI, 26 units at 50% AMI, 28 units at 60% AMI, and 16 units at 80% AMI. Affordability will be enforced through a state -imposed Land Use Restriction Agreement on the property for a minimum of 40 years. The Project is a rehabilitation of the historic Victory Arts Center. In addition to rehabilitating the existing structure, it will include an added residential building and an on -site reduced -cost Pre -Kindergarten Program for residents and members of the surrounding community. The Project closed on financing and began construction in April 2025 and is currently about 85% complete. PERFORMANCE REOUIREMENTS: • Invest a minimum of at least $18,000,000 in the project, and a final "pass inspection" issued by the Completion Deadline. • Borrower or its Management Company to use its best efforts to employ at least 3 FTEs at the Project (the "Overall Employment Goal"), as follows: • Within the first 12-month period after the Completion Date, Borrower or its Management Company or its commercial tenant (a Pre -kindergarten provider) shall make reasonable efforts to employ 3 FTEs and continuing to maintain 3 FTEs throughout the Performance Period. SPECIFIC PURPOSE: The specific purpose of the Project is to assist the City in fulfilling its goals under the its Comprehensive Plan and the Neighborhood Conservation Plan and Housing Affordability Strategy, by providing quality, accessible, affordable housing for low- to moderate- income residents and supporting economic development and revitalization, 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 Central Fort Worth. City of Fort Worth UDAG Loan Maren Grove, LLC 28 EXHIBIT "C" MAREN GROVE REIMBURSEMENT SCHEDULE Milestone Payment Amount At 25% Completion $0.00 At 50% Completion $0.00 At 75% Completion $500,000.00 Within 30 days of City's issuance of a final "pass inspection" and acceptance of Exhibit "If" — Project Completion Report. $50,000.00 TOTAL LOAN AMOUNT *$550,000.00 *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. City of Fort Worth UDAG Loan Maren Grove, LLC 29 EXHIBIT "D" RESERVED City of Fort Worth UDAG Loan Maren Grove, LLC 30 EXHIBIT "E" MAREN GROVE INVOICE FORMS INVOICE Supplier: Supplier Address: City, State, Zip: PO: Maren Grove LLC 5501-A Balcones Dr. #302 TBD Austin, TX 78731 Program/Project Amount This Invoice Cumulative to Date Maren Grove 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: Megan Lasch Authorized Representative Attachment II City of Fort Worth UDAG Loan Maren Grove, LLC 31 City of Fort Worth Neighborhood Services Department Expenditure Worksheet Suppler: Maren Grove, LLC Program: Maren Grove Line No. Check No. Date Payee Description Account Code Amount 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 TOTAL City of Fort Worth UDAG Loan Maren Grove, LLC 32 FORT WORTH,, I. PROJECT INFORMATION Property Owner Corn pang{Project Name: Project Contact Telephone: EXHIBIT "F" MAREN GROVE PROJECT COMPLETION REPORT City of Fart Worth Project Completion Report UDAG Agreement for nrt Worth Affordability Inc_ Property Owner Address (if Different): Address of Property Subject to Agreement -- Fax: Titles E-Wail: Construction Start Date: I Construction Completion Date: Date of issuance of the Certificate of Occupancy o•rfinal City "pass inspection" report: 'Please attach a copy of Certificate of Occupancy or City 'pass inspection' report'. IL CONSTRUCTION SPENDING AND IIi1,P'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 tars Spent with Fort Worth Companies (B), Percentage of Total Construction Dollars Spent with Fort Worth Companies (B/A): MANBE A Fort Worth Certified IAIWBE Company is defined as a minority or woman -owned business that (i) has received certification as either a minority business enterprise (MBEI, a woman business enterprise (WBE), or a disadvantaged business enterprise (DBE) by the North Central Texas Regional Certification Agency (NCTRCA), and (pi) 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 Fart Worth by contacting the MAYBE office at (817)212-2674 or MWBEFrontDeslu_ifortworthtexas_gov. Total Construction Dol lags Spent with Fort Worth Certified M/WBE Companies (CI: $ Percentage of Total Construction Dollars Spent with Fort Worth Certified MMBE Companies (C/A): 96 rid 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 blames, Addresses, Invoice Numbers, and Amounts Paid During Construction. Clearly note LI Fort Worth and Fort Worth MMBE Companies. (Excel format. Use of the Excel spreadsheet provided by the City is recommended.) City of Fort Worth UDAG Loan Maren Grove, LLC 33 FORT ORTMS, (City of Fort Worth Project Completion FL -port UDAG Agreement for lFairt'W'orth Affordability, Inc. V. CERTIFICATION 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: Neighborhood Services Department Community Development Division Attn: Leticia Rodriguez 908 Monroe Street, 3rd Floor Fort Worth, TX 76102 For assistance call: (817) 392-7319 By mail: City of Fort Worth Neighborhood Services Department Attn: Leticia Rodriguez 200 Texas Street Fort Worth, TX 76102 You may also forward an electronic copy of the completed report to: Leticia.Rodriguez@fortworthtexas.gov. Please note that if you do not submit this form electronically, you must submit an original hard copy of the report and all attachments to the above stated physical address for proper filing and review. 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 InvoicesePay Appl ications to test, communicate to the Project 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 InvoicelPay 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 to 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 City of Fort Worth UDAG Loan Maren Grove, LLC 34 EXHIBIT "G" FORT WORTH AFFORDABILITY, INC. ANNUAL EVALUATION REPORT FORT WORTH City of Fort Worth Annual Evaluation Report Reporting Period: January1, toDecember 31, I. PROJECT INFORMATION Cam pany/Project Name: Property Owner: Project contact• Title, Telephone: Fax-, E-Mail: Property Owner Address pf Different!, Address of Property Subject to Agreement: II. INVESTMENT VALUATION FL .AL NI; rr'Lri 'f Current Year Appraised Value - La:nd: $ Current Year Appraised Value - Improvements: $ Appraised value of improvements added this period: $ PERSONAL PROPERTY fthevalue as reportedto and certified by the Tafrant.Appraisal District! 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: $ 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): wk III. JOB CREATION/RETENTION 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: $ Flame addresses of permanent, full-time employees hired per the agreement should he attached to this report. Please verify that your employees live within Fort Worth by using the interactive map tool found at haLUlrnattit.fortworthtexai,gouldED Maof- 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 USB and submit with this report or send the document by e-mail to leah.hrownrafortworthtexas.gov. W. SUPPLY ANDS V CE CONTF ACTS. .AWARDS TO FORT WORTH' COMPANIES 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 MINORF Y/WOMEN OWNED BUSINESS ENTERPRISES (MiWBE) Total Supply and Service Contract Dollars to M,WBE Companies: $ 0 City of Fort Worth UDAG Loan Maren Grove, LLC 35 FORTWORTH City of Fort Worth Anneal Evaluation Report Company"Project Ndrne: IV. SUPPLY AND SERVICE CONTRACTS CANT. Percentage of Total Supply and Service Contract Dollars to MMBE Companies {Iyl,WBE Dollars/Total Contract Dollars) V.ADDMONAL INFORMATION (TO RE ATTACKED) ListofRealPropertyTarrant Appraisal District AccountNumbers;Fwai GroProisa. n�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 M(WBE Vendor. I Employee Address Verification Report with Supporting Documentation n List of Vendor Names. Addresses, and Amounts Paid During Reporting Period V1. CEIRTIFICATIION In connection 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 tothe 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 Februarys 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@fortworthtexas.gov. Please note that if you do not submit this form electronically, you must submit an original hard copy of the report and all attachments to the above stated physical address for proper filing and review. City of Fort Worth UDAG Loan Maren Grove, LLC 36 EXHIBIT "H" MAREN GROVE AUDIT REQUIREMENTS INTENTIONALLY DELETED City of Fort Worth UDAG Loan Maren Grove, LLC 37 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 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 shall maintain coverage in the form of insurance or bond in the amount of $550,000.00, which is the total amount of the UDAG Loan 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 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. Borrower 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 In the event Borrower has owned automobiles, 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 Borrower's business as contracted herein. Workers' Compensation Insurance (if applicable) Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease -each employee $500,000 disease -policy limit City of Fort Worth UDAG Loan Maren Grove, LLC 38 Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation. Borrower or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Borrower 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 Borrower shall revise such amounts within 30 days following notice to Borrower of such requirements. Borrower 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 Borrower'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 $100,000 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. Borrower shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Borrower shall require its contractors to provide Borrower with certificate(s) of insurance documenting such coverage. Also, Borrower shall require its contractors to have Lender and Borrower endorsed as additional insurers (as their interest may appear) on their respective insurance policies. Borrower shall require its general contractor to maintain builders risk insurance at the value of the construction. City of Fort Worth UDAG Loan Maren Grove, LLC 39 EXHIBIT "L" MAREN GROVE MAP OF CENTRAL CITY Central City Map Central City FORTWORTHo City Limits Boundary E� 0 25 5 a 95CapyngM1t]Di]Ciry of Fm[Wnaih UnanlM1Wxed reprcAuctlmisavigatlmofappll:cable laws TM1laprotlui115 for InMmaponel vorvoses entl— nol haw—vre ,d hfrnzullahM forlogal, on glnaenhg, al zurveYlnp vrnvases. roll.. the GsnofFatWOMas�sumes'n dsurvey and repesents mly apparlmate relailve loeellm dprapeny hmndanes_ +ty pm•,sibi0ty fw the eceulacyelseltl tlete City of Fort Worth UDAG Loan Maren Grove, LLC 40 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING 1 Name of business entity filing form, and the city, state and country of the business enIfoO4/28/2026 ertificate Number: of business. Maren Grove, LLC 026-1454171 Fort Worth, TX United States te Filed: ! Name of governmental entity or state agency that is a party to the contract for which th being filed. City of Fort Worth te Acknowledged: g 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. TBD Economic development 4 Nature of interest Name of Interested Party City, State, Country (place of business) (check applicable) Controlling I Interme 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is ll and my date of birth is My address is -f x 3 I 31 1 , t< (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in `j-�ijr �� County, State of _TC XA $t on the 2,no day of 2 1 1, 20 *U, . (month) (year) S06ZOL17EL 01 MRION 9ZOZ E 1. 7. t saiidx3 ww00 =y;�( YN: Signa a of authorized agent of contracting business entity se-1 )o alei$ 'oggnd AieloN ,`.`Q".io` (Declarant) Forms pro Ned www.ethics.state.tx.us Version V4.1.0.b6ef2aab City of Fort Worth, Texas Mayor and Council Communication DATE: 06/09/26 M&C FILE NUMBER: M&C 26-0493 LOG NAME: 19MAREN GROVE UDAG FUNDS SUBJECT (CD 9) Authorize Expenditure in the Amount of $550,000.00 of Urban Development Action Grant Miscellaneous Revenue as a Forgivable Loan to Maren Grove, LLC, or an Affiliate, in Support of Maren Grove Apartments Located at 801 W. Shaw Street; Authorize Execution of Related Contracts; Find that the Loan Serves a Public Purpose and that Adequate Controls are in Place; and Adopt Appropriation Ordinance RECOMMENDATION: It is recommended that the City Council: 1. Authorize expenditure in the amount of $550,000.00 of Urban Development Action Grant Miscellaneous Revenue as a forgivable loan to Maren Grove, LLC, or an Affiliate, in Support of Maren Grove Apartments Located at 801 W. Shaw Street; 2. Authorize the City Manager or his designee to execute a loan agreement and all other related documents necessary for lending activities with terms as specified below; 3. 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; 4. Authorize the City Manager, or his designee, to amend contracts and other related 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; 5. Find that providing the loan serves the public purpose of providing decent, safe, and sanitary housing for low-income residents, while also creating new jobs in the City, and that adequate controls are in place through the various loan documents and agreements to ensure the public purpose is carried out; 6. Accept interest revenue and miscellaneous revenue receipts in the Grants Operating Other Funds account; and 7. Adopt the appropriation ordinance increasing estimated receipts and appropriations in the Grants Operating Other Fund in the amount of $54,248.59 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 to support Maren Grove (Project). This initiative aligns with the City's Comprehensive Plan and Neighborhood Conservation Plan and Housing Affordability Strategy by delivering quality, affordable housing for low -to moderate -income residents while also fostering economic development and revitalizing the City. The Project is a 90-unit affordable housing multifamily property developed by O-SDA Industries in partnership with Saigebrook Development (Developer) and financed in part with equity from 2024 9% Housing Tax Credits. All of Maren Grove's units will be income -restricted serving families with below -market rents adjusted for the Area Median Income (AMI) with 20 deeply affordable units for reserved households at 30% AMI, 26 units at 50% AMI, 28 units at 60% AMI, and 16 units at 80% AMI. Affordability will be enforced through a state -imposed Land Use Restriction Agreement on the property for a minimum of 40 years. The Project is an adaptive reuse of the historic Victory Arts Center. In addition to rehabilitating the existing structure, it will include an added residential building and an on -site reduced -cost Pre -Kindergarten Program for residents and members of the surrounding community. The Project closed on financing and began construction in June 2025 and is currently about 85% complete. Maren Grove received a $4,000,000.00 award through the Environmental Protection Agency's Greenhouse Gas Reduction Funds (GGRF) to close a financing gap, however, the GGRF program was terminated in Spring 2025 as a result of shifting funding priorities at the federal level. After securing additional construction financing, the Project still faces a financing gap of over $2,000,000.00. The Developer responded to the City's Notice of Funding Availability for Community Development Block Grant -Disaster Recovery (CDBG-DR) funding for multifamily housing development. However, after review, the Project was determined to be ineligible because it did not meet the applicable CDBG-DR regulatory requirements. With these funding sources unavailable, additional gap financing is needed to support Project completion. City staff has identified $550,000.00 in unprogrammed Urban Development Action Grant (UDAG) revenue funds that may be used to support the Project. To address the remainder of the financing gap, the Developer will defer a portion of their fee and implement value -engineering measures. The Project is an eligible UDAG economic development activity consisting of the adaptive reuse and rehabilitation of the historic Victory Arts Center combined with new construction of a 90-unit affordable multifamily development. The Project supports economic recovery through private investment, long-term affordability, and the provision of an on -site reduced -cost Pre -Kindergarten program. UDAG funds may be used because new housing construction and rehabilitation are eligible activities under Title I and UDAG regulations. Funding the Project will also result in the creation of at least three new full-time jobs in the City through property management, maintenance, and staffing of the on -site Pre -Kindergarten Program. Staff recommends execution of a contract with Maren Grove, LLC, or an affiliate, for a forgivable loan in UDAG funds in the amount not to exceed $550,000.00 on the following loan terms and conditions: 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. Five-year performance period to begin on the date the project reaches stabilization, or 12-months after completion whichever comes first; 3. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents; 4. UDAG funds will be used for eligible construction costs associated with the new multifamily housing construction; 5. UDAG contract funds shall comply with applicable Urban Development Action Grant (UDAG) requirements under Title I and 24 CFR Part 570, including adherence to eligible UDAG economic development activities and the requirement that the Project contribute to economic recovery; 6. Developer must employ the equivalent of at least three full-time positions during the performance period; 7. UDAG loan shall be forgiven if all terms and conditions are met and Developer has complied with all contract regulations and requirements; and 8. 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 Maren Grove, LLC in the amount of $550,000.00 in UDAG funds for construction costs in support of the Project. 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, as amended and assigned). UDAG Funds must be used for projects that meet certain CDBG program requirements, including use in a CDBG-eligible area, qualification as a CDBG economic development project and inclusion of private investment or UDAG economic development activities that contribute to economic recovery. Annual revenue from the parking garage is approximately $373,000.00. Currently the City has an appropriate balance of $506,863.69 in UDAG funds. In addition, the City is in receipt of but has not appropriated a total of $ 54,098.59 of UDAG Funds. After funding this loan, and after all funds have been appropriated, the garage rental revenues account will have a remaining balance of approximately $10,962.28. Adoption of the attached appropriation ordinance will appropriate the current balance of program revenue for use on this $550,000.00 loan, with the balance of appropriated funds to support future City projects or programs. 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 its Comprehensive Plan and the Neighborhood Conservation Plan and Housing Affordability Strategy, by providing quality, accessible, affordable housing for low- to moderate- income residents and supporting economic development and revitalization, and that the forgivable UDAG loan, 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. This project is located in COUNCIL DISTRICT 9. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are currently available in the Hyatt Regency Parkg Garage Rev project within the Grants Operating Other Fund and upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available as appropriated. 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 of verifying the availability of funds. This is a reimbursement grant. Submitted for City Manager's Office by. Dana Burghdoff 8018 Originating Business Unit Head: Kacey Thomas 8187 Additional Information Contact: Dyan Anderson 7398 FORTWORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: UDAG Loan Contract Subject of the Agreement: Authorize Expenditure in the Amount of $550,000.00 of Urban Development Action Grant Miscellaneous Revenue as a Forgivable Loan to Maren Grove, LLC or an Affiliate, in Support of Maren Grove Apartments 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 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 8 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 8 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 B 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.