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HomeMy WebLinkAboutContract 45977 STATE OF TEXAS § CONTRACT SECRETARY SECRETARY `��� TRACT M. COUNTY OF TARRANT § This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City") and Fort Worth Housing Finance Corporation (hereafter "Developer"), a Texas housing finance corporation. City and Developer may be referred to individually as a "Party" and jointly as"the Parties". The Parties state as follows: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239, with which City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments, local lenders, private industry and neighborhood-based nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. 'and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. is to benefit low income citizens by providing them with affordable housing; WHEREAS, the City Council has adopted development and revitalization of the City's affordable housing stock as a strategic goal; WHEREAS, the City Council established Developer in 1979 pursuant to the Texas Housing Finance Corporations Act, Chapter 394 of the Texas Local Government Code, to facilitate housing initiatives in the City, including but not limited to issuing tax exempt bonds, developing and promoting housing, and assisting low to moderate income City citizens in acquiring quality, accessible, affordable housing through lending and construction activities; WHEREAS, Developer proposes to use HOME funds for an eligible project under the cmI HOME Regulations whereby Developer will construct a single family house located at 3633 rn Eagle Nest Street, Fort Worth,TX 76106 to be sold to low to moderate income homebuyers; WHEREAS, City citizens and the City Council have determined that the development of Mquality, accessible, and affordable housing is needed for moderate, low, and very low-income City citizens. M NOW, THEREFORE, in consideration of the mutual covenants and obligations and .Pft responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated,the Parties understand and agree as follows: OWORTH, HOME DEVELOPER SINGLE FAMILY CONTRACT ev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 1 1. INCORPORATION OF RECITALS. City and Developer hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract, the following terms shall have the definitions ascribed to them as follows: Affordable House means a house purchased by a HOME Eligible Buyer for which the monthly payment of principal, interest, property taxes, and hazard insurance is not more than 30% or less than 20% of the homebuyer's monthly gross income. In the case of new house construction, the percentage of the homebuyer's monthly gross income shall not exceed 32%. Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. Affordability Period means the period of time that a house purchased or constructed with HOME funds must remain affordable and subject to the recapture provisions in 24 CFR Part 92.254 of the HOME Regulations. The Affordability Period for the house constructed under this Contract is 5 years unless otherwise required in Section 7.3.2. The Affordability Period begins on the date the project status is changed to "complete"in IDIS. Area Median Income or AMI means the median family income for the Fort Worth-Arlington metropolitan statistical area as set annually by HUD. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 20020-12-2011. Complete Documentation means the following documentation as applicable: • Attachments I and II, with supporting documentation as follows: • Proof of expense: copies of timesheets, invoices, leases, service contracts or other documentation showing that payment is due by Developer. • Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by Developer were actually paid by Developer. • Other documentation: (i) final lien releases signed by the general contractor or subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass" inspections for such work; (iii) documentation showing compliance with BDE or DBE bidding process for procurement or Contract activities, if applicable; (iv) proof of contractor, subcontractor or vendor eligibility as described in Section 6.6; and (v) HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 2 any other documents or records reasonably necessary to verify costs spent for the house. • Complete Documentation shall meet the standards described in the attached Exhibit "J" - Standards for Complete Documentation. • FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL ALL LIENS ARE RELEASED TO CITY'S SATISFACTION AND THE SALE OF THE HOUSE TO A HOME ELIGIBLE BUYER IS CLOSED. Completion means the substantial completion of the house as evidenced by a HED Department Minimal Acceptable Standard Inspection Report, HUD Compliance Inspection Report and all other applicable final inspection approvals from the City. Completion Deadline means August 31, 2016. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means any deed of trust from Developer in favor of City covering the Property and securing the indebtedness evidenced therein and Developer's performance of the requirements of this Contract and the of the HOME Regulations, as the same may be extended, amended, restated, supplemented or otherwise modified. The form of the Deed of Trust is attached as Exhibit"E"—Loan Documents. Director means the Director of the City's HED Department. Effective Date means the date this Contract is fully executed by the Parties as shown by the date written under their respective signatures. HAP or HAP Program means the City's Homebuyer Assistance Program which provides subordinate forgivable deferred payment loans with HOME funds for closing cost and/or down payment assistance to eligible homebuyers under the HAP Guidelines. HAP Guidelines means any rules, regulations, guidelines and requirements by City or HUD that a homebuyer must meet in order to (i) qualify for HAP down payment and/or closing cost assistance, and (ii) fulfill the homebuyer's obligations under the HOME Program during the Affordability Period. HAP Loan means the subordinate purchase money loan from the City under its HAP Program to a HOME Eligible Buyer in the minimum amount of$1,000.00. HAP Loan Documents means the HOME Written Agreement between the City and the HOME Eligible Buyer, the promissory note in favor of the City in the amount of the HAP assistance and the deed of trust securing the HAP Loan, as well as any other instruments evidencing, securing or guaranteeing the HAP Loan, as the same may be extended, amended, restated, supplemented or otherwise modified. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 3 HED Department means the City's Housing and Economic Development Department. HOME means the HOME Investment Partnerships Program. HOME Eligible Buyer means a homebuyer, whether one or more, (i) whose annual income adjusted for family size does not exceed 80% of AMI, and (ii) who meets HAP Guidelines and qualifies for and receives a minimum of $1,000.00 of down payment and/or closing cost assistance in the form of a HAP loan. HOME Funds means the HOME Program grant funds supplied by City to Developer under the terms of this Contract, not to exceed$162,500.00 HOME Regulations means the HOME Investment Partnerships Program Final Rule found at 24 CFR Part 92 et seq. HOME Requirements means that a house constructed with the HOME Funds must be sold by Developer to a HOME Eligible Buyer who has received a minimum HAP Loan of$1,000.00 and who will occupy the house as his or her Principal Residence throughout the Affordability Period in accordance with the HAP Loan Documents and HAP Guidelines. HUD means the United States Department of Housing and Urban Development. IDIS means Integrated Disbursement Information System, HUD's project tracking system. Loan means the HOME Funds provided to Developer by City in the form of a forgivable deferred payment loan under the terms of this Contract as more particularly described in the Loan Documents. Loan Documents means security instruments including without limitation, the City's Promissory Note and Deed of Trust, or any other similar security instruments evidencing, securing or guaranteeing City's interest in the Required Improvements constructed by Developer in accordance with the terms of this Contract as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Plans means the plans and specifications related to the Required Improvements prepared by Developer's architect which have been delivered to and then reviewed and approved by City on or before the Effective Date, and any and all amendments thereto approved by City. The Plans for the house are attached as Exhibit A-1 —Final Elevations, Plans and Specifications. Principal Residence means the house purchased from Developer by a HOME Eligible Buyer who will occupy it continuously throughout the Affordability Period in accordance with the HAP Guidelines and the HAP Loan Documents. Promissory Note means any note in the amount of the HOME Funds executed by Developer payable to the order of City, as the same may be extended, amended, restated, supplemented or HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 4 otherwise modified. The form of the Promissory Note is attached as Exhibit "E" — Loan Documents. Property means the lot or lots on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. Required Improvements or the houses means all the improvements for a single family house to be constructed on the Property, together with all fixtures, improvements and appurtenances now or later to be located on the Property and/or in such improvements. The house will be commonly known as 3633 Eagle Nest Street Fort Worth, TX 76106. The Required Improvements are part of an infill housing project in which Developer will construct and sell single family houses in the Diamond Hill-Jarvis neighborhood to HOME Eligible Buyers (the "project"). Reimbursement Request means all reports and other documentation described in Section 10. Sales Proceeds means the funds resulting from the sale of the house to a HOME Eligible Buyer and consisting of the sales price of the house less (i) any construction loan repayment (other than the HOME Funds), and(ii) any common and customary seller's closing costs approved by City shown on the HUD-1 Settlement Statement, or as otherwise defined in the HOME Regulations. 3. TERM AND EXTENSION. 3.1 Term of Contract. The term of this Contract commences on the Effective Date and terminates in 5 years unless earlier terminated as provided in this Contract. 3.2 Extension of Contract. This Contract may be extended for two additional 1 year terms upon Developer submitting a request for an extension in writing at least 60 days prior to the end of the Contract term or the extended term. The request for extension shall include the reasons for the extension, and Developer's anticipated budget, construction schedule and goals for the extended term. It is specifically understood that it is within City's sole discretion whether to approve or deny Developer's request for an additional term. Any such extension shall be in the form of an amendment to this Contract. 3.3 Term of Loan. The term of the Loan commences on the date of the Promissory Note and terminates 5 years later so long as the terms and conditions of this Contract and the Loan Documents have been met. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide HOME Funds. City shall provide up to $162,500.00 of HOME Funds in the form of the Loan for eligible expenses under the terms and conditions described herein. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 5 4.2 City Will Monitor. City will monitor the activities and performance of Developer and any of its contractors, subcontractors or vendors throughout the Affordability Period, but no less than annually as required by 24 CFR Part 92.504. 5. DEVELOPER OBLIGATIONS. 5.1. Construction of Required Improvements. Developer shall complete the construction of the Required Improvements as described in Exhibit "A" — Project Summary and Scope of Work in accordance with the Plans, the schedule in Exhibit "C" — Construction and Reimbursement Schedule, and the terms and conditions of this Contract. 5.2 Use of HOME Funds. 5.2.1 Sale of Required Improvements to a HOME Eligible Buyer. Developer shall sell the house to a HOME Eligible Buyer under the terms and conditions of this Contract. 5.2.2 Costs in Compliance with HOME Regulations and Contract. Developer shall be reimbursed for eligible costs for the Required Improvements with HOME Funds only if City determines in its sole discretion that: 5.2.2.1 Costs are eligible expenditures in accordance with the HOME Regulations. 5.2.2.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. 5.2.2.3 Complete Documentation, as applicable, is submitted by Developer. 5.2.3 Budget. Developer agrees that the HOME Funds will be paid on a reimbursement basis in accordance with Exhibit `B" —Budget and Exhibit "C" — Construction and Reimbursement Schedule. Developer may increase or decrease line-item amounts in the Budget with the Director's prior written approval, which approval shall be in the Director's sole discretion, so long as the expenses are in compliance with Section 5.2.2, comply with Exhibit "A" —Project Summary and Scope of Work, and the total amount of HOME Funds is not increased. 5.2.4 Change in Budget. 5.2.4.1 Developer will notify City promptly of any additional funds it receives for construction of the Required Improvements, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 6 5.2.4.2 Developer agrees to utilize the HOME Funds to supplement rather than supplant funds otherwise available for the house. 5.3 Payment of HOME Funds to Developer. HOME Funds will be disbursed to Developer upon City's approval of Developer's written and signed Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. It is expressly agreed by the Parties that any HOME Funds not reimbursed to Developer upon the completion of the house shall remain with City. 5.4 Identify Development Expenses Paid with HOME Funds. Developer will keep accounts and records in such a manner that City may readily identify and account for expenses reimbursed with HOME funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.5 Acknowledgement of City Payment of HOME Funds. Within 90 days of Completion, Developer shall sign an acknowledgement that City has paid all HOME Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying all or any portion of the HOME Funds that City has not paid to Developer. Once City has met all of its obligations for payment of HOME Funds hereunder, an officer of Developer shall sign an acknowledgement of same. 5.6 Security for City's Interest. To secure City's interest in the Required Improvements and the performance of Developer's obligations hereunder, Developer shall execute the Loan Documents and record the Deed of Trust at the earlier of(i)the acquisition of the Property, or (ii)before any construction materials are delivered to the Property or any work is commenced on the Required Improvements. No HOME Funds will be paid or reimbursed until the Loan Documents are executed and the Deed of Trust is recorded. City will release the Deed of Trust upon the closing of the sale of the house to a HOME Eligible Buyer. 5.6.1 Loan Terms and Conditions. Developer will be required to: 5.6.1.1 Execute the Promissory Note and Deed of Trust along with any other Loan Documents required by City. 5.6.1.2 Provide City with a Mortgagee's or Lender's policy of title insurance in the amount of the Loan. 5.6.1.3 Pay all costs associated with closing the Loan. 5.6.1.4 Provide City with a with a copy of an estimated settlement statement from the title company at least 1 business day before closing of the Loan. 5.6.1.5 Ensure City's lien is in first lien position unless otherwise approved in HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 7 writing by City. In addition, City must approve in writing any secured financing for the Required Improvements that is to be subordinate to the Loan. 5.6.1.6 The term of the Loan shall be as specified in Section 3.3. 5.6.1.7 No interest shall accrue on the Loan provided that Developer complies with the terms and conditions of the Promissory Note. 5.6.1.8 The Loan is a forgivable deferred payment loan. The Loan will be forgiven provided that (i) the house is sold to a HOME Eligible Buyer in accordance with the HOME Requirements, (ii) City receives the Sales Proceeds, and (iii) Developer is not otherwise in default of the Loan terms or Contract provisions. 5.6.1.9 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract or the HOME Regulations including but not limited to the HOME Requirements. The Deed of Trust shall secure both repayment of the HOME Funds, if required, and performance by Developer of its obligations under this Contract. 5.6.1.10 Refinancing of the Loan or any approved subordinate financing by Developer shall require City's prior written approval for the purpose of ensuring compliance with the HOME Requirements, which approval shall not be unreasonably withheld. 5.6.1.11 Any failure by Developer to comply with this Section 5.6.1 will be an event of default under this Contract and the Loan Documents. 5.7 Maintain HOME Requirements. Developer shall ensure that the house is sold to a HOME Eligible Buyer as required by this Contract and the HOME Regulations. Developer must notify the City in writing if the house has not been sold to a HOME Eligible Buyer within 4 months of Completion. Such notice must be given within 14 calendar days of the 4 month deadline and Developer shall have 7 calendar days from the date of the notice to submit a detailed plan describing how the house will be sold to a HOME Eligible Buyer within 6 months of Completion. 5.8 HOME Requirements Survive Transfer. Any sale or transfer of the Property by Developer during the Contract term, other than a sale of the house to a HOME Eligible Buyer or a transfer due to condemnation or to obtain utility services, may at City's sole discretion require the repayment of the HOME Funds unless City approves the new owner or transferee in writing and the new owner or transferee affirmatively assumes in writing the HOME Requirements as well as all of Developer's other obligations under this Contract. Failure of the transferee to assume all of Developer's obligations under this Contract and the Loan Documents will result in immediate termination of this Contract. In addition, City may pursue any of its remedies under the Loan Documents if the transferee fails to HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 8 assume all of Developer's obligations hereunder. 6. CONSTRUCTION. 6.1 Construction Schedule. Developer will construct the Required Improvements in accordance with the schedule set forth in the attached Exhibit "C" — Construction and Reimbursement Schedule. Developer shall not begin construction until City sends a Notice to Proceed. Developer's failure to meet the Construction Schedule or the Completion Deadline shall be an event of default. Developer may not change the Construction Schedule without the Director's prior written approval, which approval shall be in the Director's sole discretion. 6.1.1 Construction Inspections. The construction of the house must pass a HED Department Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any other applicable HUD-required inspections during the construction period, along with any applicable final inspection approval from the City at the completion of the construction of the house. 6.2 Applicable Laws,Building Codes and Ordinances. The Plans and construction for the house shall (i) conform to all applicable Federal, state, City and other local laws, ordinances, codes, rules and regulations, including the HOME Regulations; (ii) meet all City building codes; (iii) meet the Energy Conservation requirements as required by the State of Texas in Chapter 11 of the International Residential Code; (iv) if new construction, must conform to the Model Energy Code published by the Council of American Building Officials. 6.3 Property Standards During Construction. If applicable, Developer shall comply with the following during the construction of the house: (i) the Property Standards and Housing Quality Standards (HQS) contained in 24 CFR Part 92.251, (ii) City property standards, and (iii) all other required accessibility standards for the house. 6.4 Lead-Based Paint Requirements. If applicable, Developer will comply with all Federal lead-based paint requirements including lead screening in housing built prior to 1978 in accordance with 24 CFR Part 92.355 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair and Painting Program Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the Required Improvements. 6.5 Approval of Plans by City Not Release of Responsibility. Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the responsibility or liability of Developer or any of its architects, contractors or subcontractors, or their respective officers, agents, employees and lower tier subcontractors, for the accuracy or the competency of the Plans, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other documents; or (ii) an assumption of any responsibility or liability by City for any negligent act, error or omission in the conduct or HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 9 preparation of any tests, investigations, surveys, designs, working drawings and specifications or other documents by Developer or any of its architects, contractors or subcontractors, and their respective officers, agents, employees and lower tier subcontractors. 6.6 Contractor,Vendor and Subcontractor Requirements. Developer will use commercially reasonable efforts to ensure that all contractors or vendors utilized by Developer, or subcontractors utilized by Developer's general contractor, are appropriately licensed and such licenses are maintained throughout the construction of the Required Improvements. Developer shall ensure that all subcontractors utilized by Developer or subcontractors utilized by Developer's general contractor in the construction of the house, or vendors utilized by Developer in the marketing or sale of the house are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by the City, the State of Texas or the Federal government. Developer must confirm that all contractors, subcontractors or vendors are not listed on the Federal System for Award Management, www.sam.gov, and must submit printed verification of such searches (i) with the first Reimbursement Request which includes invoices from any contractor or subcontractor, or (ii) prior to hiring any vendor to market or sell the house. Failure to submit such proof of search shall be an event of default. In the event that City determines that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's general contractor shall immediately cause the contractor, subcontractor or vendor to stop work. Developer shall not be reimbursed for any work performed by any contractor, subcontractor or vendor that has been debarred, suspended or is not properly licensed. However, this Section shall not be construed to be an assumption of any responsibility or liability by City for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to the Federal System Award Management shall survive the termination of this Contract for so long as Developer owns any house which was constructed in whole or in part with the HOME Funds. 7. SALE OF REQUIRED IMPROVEMENTS TO HOME ELIGIBLE BUYER. 7.1 Income Eligibility. Homebuyer eligibility will be determined using the definition of annual income in 24 CFR 5.609. 7.2 Sales Price of Required Improvements. The sales price of each house shall not exceed 95% of the median purchase price for the area as set by HUD in accordance with 24 CFR 92.254. Sales price shall be established by a market analysis performed by the Developer and furnished by the Developer to the City no later than 120 days after the Effective Date. 7.3 HOME Eligible Buyer. All purchasers of the house must be HOME Eligible Buyers. Developer must verify that a prospective purchaser is a HOME Eligible Buyer and must timely supply City with all information necessary to prove eligibility for the HAP Loan. Any attempted sale of a house to a purchaser who is not a HOME Eligible Buyer shall be an event of default and shall result in HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 10 automatic termination of this Contract. HOME Eligible Buyers must complete a homeownership training and counseling program prior to closing their purchase of the house from Developer. This requirement shall be evidenced by a completion certificate from a HUD-certified housing counseling agency provided to City. Failure to provide a copy of such certificate shall be an event of default. 7.3.1 HAP Participation. All prospective purchasers of a house must apply and qualify for a HAP Loan of at least $1,000.00 of down payment and/or closing cost assistance at least 30 days prior to closing of the sale of the house. Eligibility for a HAP Loan shall be determined by City in its sole discretion using the HAP Guidelines. City shall enter into a HOME Written Agreement with the prospective purchaser as part of the HAP Loan. If requested by City, Developer shall use its best efforts to timely provide City with all documents necessary for City to process the HAP Loan application, including verification of homebuyer income eligibility. 7.3.2 Other HOME Assistance. HOME Regulations require that the amount of HOME investment that is subject to recapture is based on the amount of HOME assistance that enabled the homebuyer to buy the dwelling unit. The sales price of the house will be determined by a market analysis performed by Developer. In the event that the price of the house is reduced below the sales price set by the market analysis, and the amount of the reduction in the sales price plus the amount of the HAP Loan exceeds $15,000.00, then the Affordability Period will be 10 years. If the amount of the reduction in the sales price plus the amount of the HAP Loan exceeds $40,000.00, then the Affordability Period will be 15 years. 7.3.2.1 If required, the additional Affordability Period will be more particularly described in the HOME Written Agreement and evidenced by a note to City in the amount of the other HOME Assistance described in this subsection and secured by a deed of trust in favor of City. The loan will be a subordinate forgivable deferred payment loan for the term of the additional required Affordability Period. 7.3.2.2 Developer shall notify City, and if necessary, the prospective homebuyer and the prospective homebuyer's first lien mortgage company within 5 business days of determining that an additional Affordability Period will be required. 7.4 Sales Contract. Developer shall provide City with a copy of a proposed sales contract for the house for City approval prior to execution by Developer. The sales contract must contain the following provision: 7.4.1 "The Property was constructed with Federal funds which require that the Buyer occupy it as Buyer's principal residence for up to 15 years. To assure performance of this Federal requirement, Buyer must apply for and obtain a subordinate loan of at least $1,000.00 from the City of Fort Worth's Homebuyer Assistance Program for closing cost and/or down HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page I I payment assistance. The City's loan will be secured with a Deed of Trust which will remain on the Property for a minimum of 5 years. If Buyer occupies the Property as Buyer's principal residence for the full affordability period based on the amount of direct assistance calculated in accordance with Federal requirements, the City will forgive its loan. If the Buyer does not meet the Federal requirements for the City's loan, Seller shall terminate this contract by giving notice to Buyer and the Earnest Money will be refunded to Buyer." 7.5 Developer to Provide Settlement Statement. Developer shall provide City the estimated 14UD-1 Settlement Statement at least 5 business days prior to the closing of the sale of the house to a HOME Eligible Buyer. The HUD- 1 shall show any homebuyer subsidies, the HAP Loan, any loan for the other HOME Assistance and the Sales Proceeds to be returned to City. Developer shall not close the sale of a house without receiving City's written approval of the final HUD-1. 7.6 Deadline for Sale of Required Improvements. The house must be sold to a HOME Eligible Buyer within 6 months of Completion. Developer shall submit status reports to City regarding the sale of each house. 7.7 Marketing 7.7.1. Affirmative Marketing. Developer must adopt affirmative marketing procedures and requirements for the Required Improvements as required by 24 CFR Part 92.351 if the project involves the construction of 5 or more houses. The procedures and requirements must include methods for informing the public, owners and potential homebuyers about fair housing laws and policies so as to ensure that all individuals, without regard for sex, age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender, are given an equal opportunity to participate in the project. Affirmative marketing procedures and requirements adopted must include: 7.7.1.1 Methods for informing the public, owners, and potential purchasers about Federal fair housing laws and the Developer's affirmative marketing policy. 7.7.1.2 Requirements and practices Developer must adhere to in order to carry out the affirmative marketing procedures and requirements. 7.7.1.3 Procedures to be used by Developer to inform and solicit potential purchasers of the houses constructed as part of the project in the housing market area who are not likely to seek to purchase a house without special outreach. 7.7.1.4 Records that will be kept describing actions taken by Developer to affirmatively market the houses constructed as part of the project and records to assess the results of these actions. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 12 7.7.1.5 A description of how Developer will annually assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. 7.7.2. City Approval. All Developer marketing procedures related to the Required Improvements, including but not limited to the affirmative marketing described in Section 7.7.1, are subject to approval by City. Developer shall submit all marketing plans for City approval no later than 30 calendar days after the Effective Date. 7.7.3 Effective Marketing. Developer will be solely responsible for the effective marketing responsibilities necessary to achieve the HOME Requirements. Documentation supporting these efforts shall be submitted to the City upon request and shall include, but not be limited to, brochures, sign-in sheets for open houses, listings, and advertisements. 7.8 Developer Fee. Intentionally Omitted. 7.9 Sales Proceeds. All Sales Proceeds shall be returned to City. 8. ADDITIONAL HOME REQUIREMENTS. Developer agrees to comply with all requirements of the HOME Program as stated in the HOME Regulations, including,but not limited to the following: 8.1 Environmental Review. HOME Funds will not be paid and costs cannot be incurred until City has completed an environmental review as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including if applicable, property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance. Any violation of this Section will (i) cause this Contract to terminate immediately, and (ii)require Developer to repay to City any HOME Funds received. 8.1.2 Mitigation. Developer must take the mitigation actions outlined in Exhibit "A-2"—Environmental Mitigation Action. Failure to complete the required mitigation action is an event of default under this Contract. 8.2 Intentionally Omitted. 8.3. Monitoring. 8.3.1 Developer understands and agrees that it will be subject to monitoring by City for compliance with the HOME Regulations until the project is closed in IDIS and for 5 years HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 13 thereafter. Developer will provide reports and access to project files as requested by City during the term of the Contract and for 5 years after the project is closed in IDIS. 8.3.2 Representatives of City, HUD and the United States Comptroller General shall have access during regular business hours, upon 48 hours' prior notice, to Developer's offices and records that are related to the use of the HOME Funds, and to Director's officers, directors, agents, employees, contractors, subcontractors and vendors for the purpose of such monitoring. 8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring, City reserves the right to perform desk reviews or on-site monitoring of Developer's compliance with the terms and conditions of this Contract and the Loan. City shall provide Developer with a written report of the monitor's findings after each monitoring visit. If the monitoring report notes deficiencies in Developer's performance, the report shall include requirements for the timely correction of said deficiencies by Developer. Failure by Developer to take the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein or City may take all actions allowed in the Loan Documents. 8.3.4 This Section 8.3 shall be applicable for the duration of the Contract term and for 5 years thereafter and shall survive the earlier termination or expiration of this Contract. 8.4 Compliance with the Uniform Relocation Act. If applicable, Developer shall comply with the relocation requirements of 24 CFR Part 92.353 and all other applicable Federal and state laws and City ordinances and requirements pertaining to relocation. 8.5 Compliance with Davis-Bacon Act. If applicable, Developer and its general contractor and all lower tier subcontractors will comply with the Davis-Bacon Act as described in Section 14.14 and Exhibit "H"—Davis- Bacon Requirements - Federal Labor Standards Provisions. 8.6 Developer Procurement Standards. Developer shall ensure that procurement of materials and services is done in a cost effective manner. Developer shall comply with all applicable Federal, state and local laws, regulations, and ordinances for making procurements under this Contract. 8.7 Copyriaht and Patent Rights. No reports, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of Developer. HUD and City shall possess all rights to invention or discovery, as well as rights in data which may arise as a result of Developer's performance under this Contract. 8.8 Terms Applicable to Contractors, Subcontractors and Vendors. Developer understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which are in any way paid with HOME Funds or who perform any work in connection with the construction or sale of the house. Developer shall cause all applicable provisions of this Contract HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 14 to be included in and made a part of any contract or subcontract executed in the performance of its obligations hereunder, including its obligations regarding the HOME Requirements and the HOME Regulations. Developer shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance with the HOME Requirements, the HOME Regulations and Contract provisions. Developer is responsible to cure all violations of the HOME Regulations committed by its contractors, subcontractors or vendors. City maintains the right to insist on Developer's full compliance with the terms of this Contract and the HOME Regulations and Developer is responsible for such compliance regardless of whether actions to fulfill the requirements of this Contract or the HOME Regulations are taken by Developer or by Developer's contractors, subcontractors or vendors. Developer acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and be applicable for 5 years after the termination of this Contract. 8.9 Payment and Performance Bonds. Subject to the requirements of 24 CFR 85.36, Developer shall furnish City with payment and performance bonds in a form acceptable to City in the amount of the construction cost for the house but not less than$162,500.00. 9. RECORD KEEPING REPORTING AND DOCUMENTATION REQUIREMENTS,RIGHT TO AUDIT. 9.1 Record Keeping. Developer shall maintain a record-keeping system as part of its performance of this Contract and shall promptly provide City with copies of any document City deems necessary for the effective fulfillment of City's monitoring and evaluation responsibilities. Specifically, Developer will keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation. Developer will maintain all records and documentation related to this Contract for 5 years after the Contract terminates. If any claim, litigation, or audit is initiated before the expiration of the 5 year period, the relevant records and documentation must be retained until all such claims, litigation or audits have been resolved. 9.1.2 Access to Records. Representatives of City and HUD and any duly authorized officials of the Federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's records pertaining to all matters covered by this Contract for 5 years after the Contract terminates. Such access shall be during regular business hours and upon at least 48 hours' prior notice. 9.2 Reports. Developer will submit to City all reports and documentation described in this Contract in such form as City may prescribe. Developer may also be required to submit a final performance and/or final financial report if required by City at the termination of this Contract and/or the end of the Loan in such form and within such times as City may prescribe. Failure to submit any report or documentation described in this Contract to City shall be an event of default of this Contract and City may exercise all of it remedies for default under this Contract and Loan Documents. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 15 9.2.1 Additional Information. Developer shall provide City with additional information as may be required by state or Federal agencies to substantiate HOME Program activities and/or expenditure eligibility. 9.3 Chanize in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at its discretion. City will notify Developer in writing at least 30 days prior to the effective date of such change, and the Parties shall execute an amendment to this Contract reflecting such change if necessary. 9.4 City Reserves the Right to Audit. City reserves the right to perform an audit of Developer's project operations and finances at any time during the term of this Contract or for 5 years after the Contract terminates, if City determines that such audit is necessary for City's compliance with the HOME Regulations or other City policies, and Developer agrees to 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 Developer of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this Contract and/or other contract with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 10. REIMBURSEMENT REQUIREMENTS. Developer shall provide City with Complete Documentation and the following reports as shown in Exhibit "F"—Reimbursement Forms with each Reimbursement Request: 10.1 Attachment!—Invoice. This report shall contain the amount requested for reimbursement in the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). This report must be signed by an authorized signatory of Developer. By signing Attachment I, Developer is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Contract, and the data contained in the report is true and correct. 10.2 Attachment II—Expenditure Worksheet. This report shall itemize each expense requested for reimbursement by Developer. In order for this report to be complete the following must be submitted: 10.2.1 Invoices for each expense with an explanation as to how the expense pertains to the house, if necessary; and 10.2.2 Proof that each expense was paid by Developer, which can be satisfied by HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 16 cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3 Deadline for Submittin1l Reimbursement Requests. All Reimbursement Requests along with Complete Documentation shall be submitted by Developer to City within 60 days from each of the deadlines as shown in Exhibit "C" — Construction and Reimbursement Schedule. 10.3.1 Final Payment. Developer shall not be reimbursed for Final Payment until it submits Exhibit "G" — HOME Project Compliance Report to City regarding the HOME Eligible Buyer. 10.4 Withholding Payment. 10.4.1 CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER THIS CONTRACT IF COMPLETE DOCUMENTATION IS NOT RECEIVED. 10.4.2 CITY SHALL HAVE NO OBLIGATION TO PAY ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.5 Timing of Payment. Provided that Developer submits Complete Documentation to the Director with respect to the Required Improvements in conformance with this Contract, City will reimburse Developer for eligible expenses within 15 calendar days. 11. DEFAULT AND TERMINATION. 11.1 Failure to Beein or Complete the Required Improvements 11.1.1 The Property shall be acquired by Developer within 12 months of the Effective Date. If Developer fails to begin construction of the house within 9 months of the acquisition of the Property or, if Developer already owns the Property, the Effective Date, this Contract shall automatically terminate without further notice or opportunity to cure, and with no penalty or liability to City. 11.1.2 If City determines that the Required Improvements were not completed by the Completion Deadline or have failed to pass any of the inspections described in Section 6.1.1, City shall have the right to terminate this Contract effective immediately upon written notice to Developer of such intent with no penalty or liability to City. City shall also be entitled to demand repayment of the HOME Funds already disbursed to Developer and enforce any of the provisions of Loan Documents for default. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 17 11.2 Failure to Submit Complete Documentation During Construction. 11.2.1 If Developer fails to submit Complete Documentation during construction of the Required Improvements in accordance with Exhibit "C" — Construction and Reimbursement Schedule, or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or the HOME Regulations as determined by City in its sole discretion, City will notify Developer in writing and Developer will have 15 calendar days from the date of City's written notice to submit or resubmit any such report or documentation. If Developer fails to submit or resubmit any such report or documentation within such time, City shall have the right to withhold payments. If such failure continues for an additional 15 days (a total of 30 days), City shall have the right to terminate this Contract effective immediately upon written notice of such intent to Developer with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any such report or documentation is missing or otherwise not in compliance with this Contract or the HOME Regulations. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or the HOME Regulations as determined by City in its sole discretion, City will notify Developer in writing of such default and Developer will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If Developer fails to cure the default within such time, Developer shall forfeit any payments otherwise due under such Reimbursement Request. If such failure to resubmit such Reimbursement Request continues for an additional 15 days (a total of 30 days), City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any such Reimbursement Request is not in compliance with this Contract or the HOME Regulations. 11.2.3 In the event of more than 2 instances of default, cured or uncured, under Sections 11.2.1 or 11.2.2, City reserves the right at its sole option to terminate this Contract effective immediately upon written notice of such intent to Developer with no penalty or liability to City. 11.2.4 Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any Reimbursement Request, report or other documentation is missing, past due or is not in compliance with this Contract or the HOME Regulations, or during any period during which Developer is in default of this Contract. 11.2.5 In the event of termination under this Section 11.2, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to City within 30 days of termination under this Section. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 18 11.3 Failure to Sell Required Improvements. Developer must notify City in writing if Developer fails to sell the house to a HOME Eligible Buyer within 4 months of Completion as described in Section 5.7. Developer must notify City in writing no later than 5 months after Completion which of the following options Developer plans to elect if a house will not be sold to a HOME Eligible Buyer within 6 months of Completion: 11.3.1 Convert the house to a rental unit as described in 24 CFR Part 92.252. Developer will be responsible for maintenance and management of the rental house. If Developer selects this option, City will enter into a separate agreement with Developer setting forth the HOME requirements applicable for HOME rental units; or 11.3.2 Repay City all HOME Funds provided to Developer under this Contract for the unsold house within 30 days of notifying the City of this option. If Developer selects this option, this Contract may be terminated at City's sole election. 11.4 Failure to Maintain or Submit Required Reports and Documentation. If Developer fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract after the Required Improvements are completed, or if the submitted report or documentation is not in compliance with this Contract or the HOME Regulations as determined by City in its sole discretion, City will notify Developer in writing and Developer will have 15 calendar days from the date of the written notice to obtain or recreate the missing records or documentation, or submit or resubmit any such report or documentation to City. If Developer fails to maintain the required reports or documentation, or submit or resubmit any such report or documentation within such time, City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. In the event of termination under this Section 11.4, any HOME Funds paid to Developer must be repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. 11.5 In General. 11.5.1 Subject to Sections 11.1, 11.2, 11.3 and 11.4, and unless specifically provided otherwise in this Contract, Developer shall be in default under this Contract if Developer breaches any term or condition of this Contract. In the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be specified herein), or if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by both Parties mutually and in good faith, City shall have the right to elect, in City's sole discretion, to (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to Developer, or (iii) pursue any other legal remedies available to City under this Contract or the Loan Documents. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 19 11.5.2 City's remedies may include: 11.5.2.1 Direct Developer to prepare and follow a schedule of actions for carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implement the affected activities. 11.5.2.2 Direct Developer to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 11.5.2.3 Cancel or revise activities likely to be affected by the performance deficiency, before expending HOME Funds for the activities. 11.5.2.4 Reprogram HOME Funds that have not yet been expended from affected activities to other eligible activities or withhold HOME Funds. 11.5.2.5 Direct Developer to reimburse City in any amount of HOME Funds not used in accordance with the HOME Regulations. 11.5.2.6 Suspend reimbursement of HOME Funds for affected activities. 11.5.2.7 Any other appropriate action including but not limited to any remedial action legally available such as declaratory judgment, specific performance, damages, temporary or permanent injunctions, termination of this Contract or any other contracts with Developer, and any other available remedies. 11.5.3 In the event of termination under this Section 11.5, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. 11.5.4 If this Contract terminates prior to the sale of the house to a HOME Eligible Buyer, Developer waives all right to the Developer Fee. 11.6 No Funds Disbursed while in Breach. Developer understands and agrees that no HOME Funds will be paid to Developer until all defaults are cured to the satisfaction of City. 11.7 No Compensation After Date of Termination. Developer shall not receive any HOME Funds for work undertaken after the date of termination. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 20 11.8 Rights of City Not Affected. Termination shall not affect or terminate any of the existing rights of City against Developer, or which may thereafter accrue because of such default, and this provision shall be in addition to any and all other rights and remedies available to City under the law and Loan Documents including, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terms of the Contract. Such termination does not terminate any applicable provisions of this Contract that have been expressly noted as surviving the term or termination of this Contract. No delay or omission by City in exercising any right or remedy available to it under this Contract shall impair any such right or remedy or constitute a waiver or acquiescence in any CHDO default. 11.9 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a default or breach of any term, covenant, or condition of this Contract or the Loan Documents shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof or thereof. 11.10 Civil Criminal and Administrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or administrative penalties, including, but not limited to those set out in this Contract. 11.11 Termination for Cause. 11.11.1 City may terminate this Contract in the event of Developer's default, inability, or failure to perform subject to notice, grace and cure periods. In the event City terminates this Contract for cause, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. DEVELOPER ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT FOR CAUSE, DEVELOPER OR ANY AFFILIATES OF DEVELOPER SHALL NOT BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. 11.11.2 This Contract shall be terminated immediately in the event Developer loses its CHDO certification or status. 11.11.3 Developer may terminate this Contract if City does not provide the HOME Funds substantially in accordance with this Contract. 11.12 Termination for Convenience. In terminating in accordance with 24 C.F.R. 85.44, this Contract may be terminated in whole or in part only as follows: HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 21 11.12.1 By City with the consent of Developer in which case the Parties shall agree upon the termination conditions, including the effective date and in the case of partial termination,the portion to be terminated, or 11.12.2 By Developer upon at least 30 days' written notice to City setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. In the case of a partial termination, City may terminate this Contract in its entirety if City determines in its sole discretion that the remaining portion of the Contract to be performed or HOME Funds to be spent will not accomplish the purposes for which this Contract was made. 11.13 Dissolution of Developer Terminates Contract. This Contract shall terminate in the event Developer is dissolved or ceases to exist. In the event of termination under this Section, all HOME Funds are subject to repayment and/or City may exercise all of its remedies under this Contract and the Loan Documents. 11.14 Reversion of Assets. In the event this Contract is terminated with or without cause, all assets acquired by Developer with the HOME Funds including but not limited to plans, drawings, surveys, renderings, construction documents and any other real or personal property owned by Developer that was improved with the HOME Funds shall belong to City and shall automatically transfer to City or to such assignees as City may designate. 12. REPAYMENT OF HOME FUNDS. All HOME Funds are subject to repayment in the event the house or the project does not meet the requirements of this Contract or of the HOME Regulations. If Developer takes any action that results in the City being required to repay all or any portion of the HOME Funds to HUD,Developer agrees it will reimburse City for such repayment. 13. MATERIAL OWNERSHIP CHANGE. If ownership of Developer materially changes after the date of this Contract, City may but is not obligated to, terminate this Contract. City has 30 days to make such determination after receipt of written notice from Developer and failure to make such determination will constitute a waiver. In the event of termination by City under this Section 13, all HOME Funds awarded but not yet paid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to City within 30 days of termination under this Section. 14. GENERAL PROVISIONS 14.1 Developer an Independent Contractor. Developer shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Developer shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 22 performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 14.2 Doctrine of Respondeat Superior. The doctrine of respondeat superior shall not apply as between City and Developer, its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Developer. City does not have the legal right to control the details of the tasks performed hereunder by Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 14.3 Developer Property. City shall under no circumstances be responsible for any property belonging to Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. 14.4 Religious Organization. No portion of the HOME Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for buyers of a HOME- funded property. 14.5 Venue. Venue shall lie in Tarrant County, Texas for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract. 14.6 Governing Law. This Contract shall be government by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by Federal law, the choice of law shall be the laws of the State of Texas. 14.7 Severability. The provisions of this Contract are severable, and if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be invalid by a court or Federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 14.8 Written Agreement Entire Agreement. This written instrument and the Exhibits, Attachments and Addendums attached hereto, HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 23 which are incorporated by reference and made a part of this Contract for all purposes, constitute the entire agreement by the Parties concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement which purports to vary the terms of this Contract shall be void. Any amendments to the terms of this Contract must be in writing and executed by the Parties. 14.9 Paralzraph Headings for Reference Only, No Legal Significance; Number and Gender. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine. The words "include" and"including" whenever used herein shall be deemed to be followed by the words "without limitation". 14.10 Compliance With All Applicable Laws and Regulations. Developer agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the performance of this Contract. Those laws include,but are not limited to: ➢ HOME Investment Partnerships Act as set out above ➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including provisions requiring recipients of Federal assistance to ensure meaningful access by person of limited English proficiency ➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.) ➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 ➢ The Age Discrimination in Employment of 1967 ➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) ➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA") ➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24 CFR Part 8 where applicable ➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58. ➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no event shall any amount of the assistance provided under this Contract be utilized with respect to a facility that has given rise to a conviction under the Clean Air Act or the Clean Water Act. ➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.) specifically including the provisions requiring employer verifications of legal status of its employees ➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 24 Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A ➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered persons ➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part 23, Subpart F ➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on participation by ineligible, debarred or suspended persons or entities ➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards for new construction projects ➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review ➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act ➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247 ➢ For contracts and subgrants for construction or repair, Copeland "Anti-Kickback"Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5 ➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers, Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5 ➢ Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35, subparts A,B, M, and R ➢ Regulations at 24 CFR Part 92, Home Investment Partnerships Program Final Rule 14.11 HUD Assisted Projects and Employment and other Economic Opportunities; Section 3 Requirements. 14.11.1 Requirement that Law Be Quoted in Covered Contracts. — Certain Requirements Pertaining to Section 3 of the Housing and Urban Development Act of 1968 as Amended (12 U.S.C. Sections 1701 et seq.) and its Related Regulations at 24 CFR Part 135 If the construction of the Required Improvements will cause the creation of new employment, training, or contracting opportunities on a contractor or subcontractor level resulting from the expenditure of the HOME Funds, Developer shall comply with the following and will ensure that its contractors also comply. If the work performed under this Contract is on a project assisted under a program providing direct Federal financial assistance from HUD, Section 3 of 24 CFR Part 135 ("Section 3") requires that the following clause, shown in italics, be inserted in all covered contracts ("Section 3 Clause"): Section to be quoted in covered contracts begins: "A. The work to be performed tinder this contract is subject to the requirements of Section 3 of Housing and Urban Development Act of 1968, as amended, 12 U.S.C. section 1701 a (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assisted or HUD-assisted projects covered by Section 3, shall to the greatest HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 25 extent feasible, be directed to low- and very-low income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representatives of the contractor's commitments under this Section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprentice and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The contractor agrees that it will include this Section 3 clause in every subcontract to comply with regulation in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. E. The contractor will certify that any vacant employment positions, including training positions that are filled: (1) after the contractor is selected but before the contract is executed, and(2) with persons other than those to whom the regulations of 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. F. Noncompliance with HUD's regulation in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from fixture HUD assisted contracts. G. With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. section 450e) also applies to the work to be performed under this Contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 79b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). " Section to be quoted in covered contracts ends. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 26 14.11.2 Developer Responsibilities for Section 3 Requirements. City and Developer understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall be a condition of the Federal financial assistance provided to the project binding upon City and Developer and their respective successors, assigns, contractors and subcontractors. Failure to fulfill these requirements shall subject Developer and its contractors and subcontractors and their respective successors and assigns to those sanctions specified by the grant agreement through which Federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135. Developer's responsibilities include: 14.11.2.1 Implementing procedures to notify Section 3 residents and business concerns about training, employment, and contracting opportunities generated by Section 3 covered assistance; 14.11.2.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; 14.11.2.3 Facilitating the training and employment of Section 3 residents and the award of contracts to Section 3 business concerns; 14.11.2.4 Assisting and actively cooperating with the HED Department in making contractors and subcontractors comply; 14.11.2.5 Refraining from entering into contracts with contractors that are in violation of Section 3 regulations; 14.11.2.6 Documenting actions taken to comply with Section 3; and 14.11.2.7 Submitting Section 3 Annual Summary Reports (Form HUD- 60002) in accordance with 24 CFR Part 135.90. 14.11.3 Section 3 Reporting Requirements. In order to comply with the Section 3 requirements, Developer must submit the forms attached hereto as Exhibit "I" - Section 3 Reporting Forms and take the following actions: 14.11.3.1 Report to the City all applicants for employment, and all applicants for employment by contractor and subcontractor on a quarterly basis. This shall include name, address, zip code, date of application, and status (hired/not hired) as of the date of the report. 14.11.3.2 Advertise available positions to the public for open competition, and provide documentation to City with the quarterly report that demonstrates such open advertisement, in the form of printout of Texas Workforce Commission posting, copy of newspaper HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 27 advertisement, copy of flyers and listing of locations where flyers were distributed, and the like. 14.11.3.3 Report to the City on a quarterly basis all contracts awarded by contractor and subcontractor. This shall include name of contractor and/or subcontractor, address, zip code, and amount of award as of the date of the report. 14.12 Prohibition Against Discrimination. 14.12.1 General Statement. Developer shall comply in the execution, performance or attempted performance of this Contract with all non-discrimination requirements of 24 CFR Part 92.350 and Chapter 17, Article III, Division 4—Fair Housing of the City Code. Developer may not discriminate against any person because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will Developer permit its officers, members, agents, employees, vendors or project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to Chapter 17, Article III, Division 3 - Employment Practices of the City Code, and Developer hereby covenants and agrees that Developer, its officers, members, agents, employees, vendors and contractors, have fully complied with all provisions of same and that no employee, or applicant for employment has been discriminated against under the terms of such ordinances by either or its officers, members, agents, employees, vendors or contractors. 14.12.2 No Discrimination in Employment during, the Performance of this Contract. During the performance of this Contract Developer agrees to the following provision, and will require that its contractors, subcontractors and vendors also comply with such provision by including it in all contracts with its contractors, subcontractors or vendors: [Contractor's Subcontractor's or Vendor's Namel_ will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. _(Contractor's Subcontractor's or Vendors Name l_ will take affirmative action to ensure that applicants are hired without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. [Contractor's Subcontractor's or Vendor's Name agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 28 provisions of this nondiscrimination clause. _Contractor's Subcontractor's or Vendor's Namel_ will, in all solicitations or advertisements for employees placed by or on behalf of _Contractor's Subcontractor's or Vendor's Name]_ , state that all qualified applicants will receive consideration for employment without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. _fContractor's Subcontractor's or Vendor's Namel_ covenants that neither it nor any of its officers, members, agents, employees, or contractors, while engaged in performing this Contract, shall, in connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age or because of any disability or perceived disability, except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement. _Contractor's Subcontractor's or Vendor's Namel_ further covenants that neither it nor its officers, members, agents, employees, contractors, or persons acting on their behalf, shall specify, in solicitations or advertisements for employees to work on this Contract, a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification,retirement plan or statutory requirement. 14.12.3 Developer's Contractors and the ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Developer warrants that it and any of its contractors will not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Developer or any of its contractors. DEVELOPER WARRANTS IT WILL FULLY COMPLY WITH THE ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS, SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT OF DEVELOPER'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE- REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13. Prohibition Against Interest/Conflict of Interest. 14.13.1 Developer shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Developer shall disclose to City any such conflict of interest or potential conflict of interest immediately upon discovery of same. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 29 14.13.2 No employees, agents, consultants, officers or elected officials or appointed officials of City or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOME funds or who are in a position to participate in a decision-making process or gain inside information with regard to these activities may occupy a HOME-assisted housing unit, may obtain a financial interest or benefit from a HOME-assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for 1 year thereafter, unless they are accepted in accordance with the procedures set forth at 24 CFR Part 92.356. 14.13.3 Developer affirms that it will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. 14.13.4 If applicable, the conflict of interest provisions of 24 CFR Part 85.36 and 24 CFR Part 84.42, respectively, shall apply in the procurement of property and services by Developer. In all cases not governed by those sections, the provisions of 24 CFR Part 92.356 of the HOME Regulations shall apply. 14.14 Labor Standards. 14.14.1 As applicable, Developer agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract. Developer agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance with hour and wage requirements of this Contract and the HOME Regulations. Such documentation shall be made available promptly to City for review upon request. 14.14.2 Developer agrees that, except with respect to the rehabilitation or construction of residential property containing less than 12 units assisted with HOME funds, all contractors engaged under contract for construction, renovation or repair work financed in whole or in part with assistance provided under this Contract, shall comply with Federal requirements adopted by City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer shall cause or require to be inserted in full provisions meeting the requirements of this paragraph in all such contracts subject to such regulations. 14.14.3 If Davis-Bacon is applicable, Developer shall provide City access to employee payrolls, contractor and subcontractor payrolls and other wage information for persons performing construction of the Required Improvements. Payrolls must be submitted to the HED HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 30 Department with each Reimbursement Request, and must be available to HED Department staff upon request. In addition, Developer shall ensure that City will have access to employees, contractors and subcontractors and their respective employees in order to conduct onsite interviews with laborers and mechanics. Developer shall inform its contractors and subcontractors that City staff or representatives of Federal agencies may conduct periodic employee wage interview visits during construction of the project to ensure compliance. 14.15 Subcontracting with Small and Minority Firms, Women's Business Enterprises and Labor Surplus Areas, 14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to abide by City's policy to involve Minority Business Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required by City. Developer agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or larger, and will further require all persons or entities with which it so contracts to comply with said ordinance. 14.15.2 It is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of supplies, equipment, construction and services. 14.16 Other Laws. The failure to list any Federal, state or City ordinance, law or regulation that is applicable to Developer does not excuse or relieve Developer from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Developer's failure to follow the law, if applicable. 14.17 Assignment. Developer shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of City. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. 14.18 Right to Inspect Developer Contracts. It is agreed that City has the right to inspect and approve in writing any proposed contracts between Developer, its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as part of the construction of the Required Improvements, and any vendor contracts arising out of the sale of the Required Improvements, prior to any charges being incurred. 14.19 Force Maieure. If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 31 enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, commission or agency of the United States or of any States, civil disturbances, or explosions, or some other reason beyond Developer's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event and the completion date for such obligations shall be extended for a like period. Developer will give City written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give notice will result in the continuance of Developer's obligation regardless of the extent of any existing Force Majeure Event. Developer will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 14.20 Survival. Any provision of this Contract that pertains to HOME Requirements, auditing, monitoring, homebuyer income eligibility, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to the Federal System Award Management, or any other HOME Program requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Contract for 5 years after the termination date and shall be enforceable by City against Developer. 15. INDEMNIFICATION AND RELEASE. DEVELOPER 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 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 DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, AND DEVELOPER 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 DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 32 DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY DEVELOPER 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. DEVELOPER 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. DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 16. WAIVER OF IMMUNITY BY DEVELOPER. If Developer, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, Developer hereby expressly waives its rights to plead defensively such immunity or exemption as against City. This Section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. 17. INSURANCE AND BONDING. Developer will maintain coverage in the form of insurance or bond in the amount of $162,500.00 to insure against loss from the fraud, theft or dishonesty of any of Developer's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse City for any and all loss of HOME Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses shall name the City as a Loss Payee. Developer shall furnish to City, in a timely manner, but not later than 10 days after the Effective Date, certificates of insurance as proof that it has secured and paid for policies of HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 33 commercial insurance as specified herein. If City has not received such certificates as set forth herein, Developer shall be in default and City may at its option terminate this Contract. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thereof: Commercial General Liability(CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit Business Automobile Liability Insurance $1,000,000 each accident on a combined single-limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $2,000,000 Aggregate 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 City,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 contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Developer shall maintain the coverage on such contractor, if applicable, for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at City's 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 City documentation that it, and its general contractor, have obtained insurance coverage and have executed bonds as required in this Contract prior to payment of any monies provided hereunder. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 34 Where applicable, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating otherwise approved by City. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by City. In the event there are any local, Federal or other regulatory insurance or bonding requirements for the project, and such requirements exceed those specified herein, the former shall prevail. Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Developer shall require its contractors to provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall require its contractors to have City and Developer endorsed as additional insureds (as their interest may appear) on their respective insurance policies. Professional Liability coverage shall be in force and may be provided on a claims made basis. This coverage may also be referred to as Management Liability, and shall protect the insured against claims arising out of alleged errors in judgment, breaches of duty and wrongful acts arising out of their management duties. Developer shall require its builder or general contractor to maintain builders risk insurance at the value of the construction. 18. CERTIFICATION REGARDING LOBBYING. Developer hereby certifies,to the best of its knowledge and belief,that: No Federal appropriated funds have been paid or will be paid, by or on behalf of Developer, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 35 cooperative agreement and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, Developer shall complete and submit Standard Form-LLL, "Disclosure Form. to Report Lobbying, " in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this Contract was made or entered into. Submission of this certificate is a prerequisite for making or entering into this Contract imposed by 31 U.S.C. Section 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. Developer shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of Federal funds. 19. LITIGATION AND CLAIMS. Developer shall give City immediate notice in writing of any action, including any proceeding before an administrative agency, filed against Developer in conjunction with this Contract or the project. Developer shall furnish immediately to City copies of all pertinent papers received by Developer with respect to such action or claim. Developer shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law. 20. NOTICE. All notices required or permitted by this Contract must be in writing and shall be effective upon receipt when (i) sent by U.S. Mail with proper postage, certified mail return receipt requested or by a nationally recognized overnight delivery service; and (ii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City City Attorney's Office 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Vicki S. Ganske Telephone: 817-392-7765 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 36 Copy to: Housing and Economic Development Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Assistant Director Telephone: 817-392-7540 Developer: Fort Worth Housing Finance Corporation 1000 Throckmorton Street Fort Worth, TX 76102 Attention: General Manager Telephone: 817-392-7540 21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT. Developer represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Contract and to perform the responsibilities herein required. 22. COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument which may be sufficiently evidenced by one counterpart. [SIGNATURES APPEAR ON NEXT PAGE] HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 37 000000;4, 0 �-0 0 ®° O ° Ili NESS WHEREOF, the Parties have executed 4 duplicate originals of this �%4 ° effective on the last date indicated below the Parties' signatures. T. CITY OF FORT WORTH By: �GO ty Seer e Fernando Costa,Assistant City Manager M&C C-27008 aced 9/23/2014 Date: -9/ I APPR vVED AS z LEGALITY: --&/- Vicki S. Ganske, Senior Assistant City Attorney FORT WORTH HOUSING FINANCE CORPORATION, a Texas housing finance corporation By: Jesus Chapa, General Manager Date: STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me , 2014 by Fernando Costa, Assistant City Manager of th rty of ort o h, o b f he ity of Fort Worth. Notary Public, State of as SARAH J.ODLE *0 # MY COMMISSION EXPIRES November 5,2015 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on , 2014 by Jesus Chapa, General Manager of the Fort o sing FinanpCooratiaonlexas housing finance corporation, on behalf of said co SARAH J.ODLE Notary Public, Stat MY COMMISSION EXPIRES November 5,2015 HOME DEVELOPER SINGLE FAMILY CONTRACT OFFgRD Fort Worth Housing Finance Corporation—3633 Eagle Nest Street CITY SE 'IARY FT.WORTH,TX EXHIBITS: Exhibit"A"—Project Summary and Scope of Work Exhibit "A-1" —Final Elevations,Plans and Specifications Exhibit "A-2"—Environmental Mitigation Action Exhibit "B"—Budget Exhibit "C"—Construction and Reimbursement Schedule Exhibit "D"—Audit Requirements Exhibit "E"—Loan Documents Exhibit"F"—Reimbursement Forms Exhibit "G"—HOME Project Compliance Report (Single Family) Exhibit "H"—Davis-Bacon Requirements -Federal Labor Standards Provisions Exhibit "I" —Section 3 Reporting Forms Exhibit "J" —Standards for Complete Documentation HOME DEVELOPER SINGLE FAMILY CONTRACT Rev 9.23.2014 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 39 EXHIBIT "A" PROJECT SUMMARY- SCOPE OF WORK FORT WORTH HOUSING FINANCE CORPORATION 3633 Eagle Nest Street DESCRIPTION: Developer will construct an approximately 1,479 square foot, 3-bedroom, 2-bath single-family house on an approximately 5000 (range) square foot lot. Construction will include a 2-car garage. Fencing will be located at the rear and side yards. The front yard will be landscaped. The construction of the house shall contain any reasonable and necessary accessibility requirements requested by a disabled HOME Eligible Buyer. If the cost of such accessibility requirements exceeds the Budget for the construction of the house, such additional expense shall be paid by the HOME Eligible Buyer. The following appliances and related amenities will be included in the sale of the house: • Ceiling fans in all bedrooms and the living room • Washer and Dryer hookups • Central Air Conditioning • Stove • Oven • Dishwasher • Vent-a-hood • Garbage Disposal • Electric Garage Door with Remote • Mailbox • Refrigerator The following materials shall be used for the construction of the house: • Fence (back yard) • Landscaping(front yard) • Asphalt Composite Roofing • Hardie Board Siding with Brick and Stone Accents • Foundation Type Post Tension HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibits"A"thru"A-2" Rev. 9-23-14 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 1 EXHIBIT "A-1" FINAL ELEVATIONS,PLANS AND SPECIFICATIONS FORT WORTH HOUSING FINANCE CORPORATION 3633 Eagle Nest Street �.—. ------ — —.� M LM M"ATM A-FLAN A —AA 03 RKAff OVATION A-PLAN A cat — — —_— — _ a—•m.. �— 02 REAR BWATIONA-PLANA (II FRONT OVATION A-PLANA HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibits"A"thru"A-2" Rev. 9-23-14 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 2 EXHIBIT "A-1" FINAL ELEVATIONS,PLANS AND SPECIFICATIONS FORT WORTH HOUSING FINANCE CORPORATION 3633 Eagle Nest Street x s ! w i 7 AISIIIHI ° YiAGI g 6 � } s � k A -- TJ b pl�}IE�-ifMil9 � Y A A � I1� FIRST FLOOR PLAN-A +D1 HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibits"A"thru"A-2" Rev. 9-23-14 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 3 EXHIBIT "A-1" FINAL ELEVATIONS,PLANS AND SPECIFICATIONS FORT WORTH HOUSING FINANCE CORPORATION 3633 Eagle Nest Street ON 2 �a graraYS ra � min R Pnf It pI4:iNl.iia"Cp�N trW._ YL QtC B! XMl ri tlBS —•- YJIR1 tt rA"k ass KA a wmn_may roam _ H[ctE'bM#AH1 -.. —•� St M.iNYY1K iC""KrNAL ` -13 IMTT IMAM mmll;1V rill !� DI MJtR 1!L Sly.L7Y1�1 g� MCI 14R7U YI NHL ww" 03 EAVE DETAIL 021 STORY WALL,SECTION -tom .ar.Vir-lw ffm• Eva Al. MR— — Ru Ma. r BUILDING SECTION 01 sm"w-tom HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibits"A"thru"A-2" Rev. 9-23-14 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 4 EXHIBIT "A-2" ENVIRONMENTAL MITIGATION ACTION FORT WORTH HOUSING FINANCE CORPORATION 3633 Eagle Nest Street HOME Funds may be reimbursed for exempt activities; however, HOME funds will not be paid, and costs cannot be incurred until City has conducted and completed an environmental review of the proposed Project site as required under 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction until satisfactory completion of environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 5 8. Special conditions, procedures, and requirements identified for the project may include and are not limited to mitigation of adverse effects identified in the Section 106 (24 CFR Part 58.5(a) - Historic Properties) review process. The special conditions, procedures, and requirements may differ and are subject to approval by City and HUD. Upon completion of the environmental review certification, the City will deliver to Developer the executed environmental review certification form. Developer agrees to abide by the special conditions, procedures, and requirements of the executed environmental review certification approved by HUD prior to commitment of any funds or undertaking any physical or choice limiting actions. HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibits"A"thlu"A-2" Rev.9-23-14 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Page 5 EXHIBIT "B" BUDGET FORT WORTH HOUSING FINANCE CORPORATION 3633 Eagle Nest Street Total Cost: $162,500.00 Project HOME Funds Awarded: $162,500.00 HOME Funds will be paid only as reimbursement for eligible expenses. Development Budget Use of Funds Source of Funds Predevelopment Cost HOME$ OTHER$ SOURCE OF TOTAL$ OTHER FUNDS FUNDS FUNDS FUNDS -1 -2 (Names) (1+2) 1.Market Study 912 912 2.Feasibility(i.e.:preliminary work write-up, cost estimates,design) 3. Other Total Predevelopment Cost(1+2=3) 912 912 Development Cost 4.Land and/or building acquisition 6,286 6,286 5. Site Preparation 16,929 16,929 6. Construction Cost 128,753 128,753 7.Fence 2,635 2,635 8. Landscape 1,140 1,140 9. Contingency 10.Appraisal 114 114 11.Architect&Engineering Fees 772 772 12. Construction Management Fee 13. Construction Loan Interest 14.Property Survey 342 342 15.Legal Fees 16.Real Estate Fees 285 285 17.Utility Hookup/Impact Fees 18.Title &Recording Fees 4,332 4,332 19.Program Related Expenses 20. Construction Management 21.Bond Fees Total Development Cost(Total of items 4-21) 162,500 162,500 Total Project Cost 162,500 162,500 HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibit`B"—Budget Rev.9-23-14 Fort Worth Housing Finance Corporation-3633 Eagle Nest Street Page 1 EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE FORT WORTH HOUSING FINANCE CORPORATION 3633 Eagle Nest Street Phase Activity Beginning Week—subject to weather permitting PHASE I ACTIVITIES: Contract Signed Land and/or Building Acquisition Survey PHASE I DEADLINE: March 31,2015 1st Payment* $40,307* PHASE II ACTIVITIES: Site Preparation Architectural&Engineering Fees Landscaping Construction Costs PHASE II DEADLINE: 2"d Payment* $54,935* May 30,2015 PHASE III ACTIVITIES: Site Preparation Architectural&Engineering Fees Construction Costs Utility hookup/Impact fees PHASE III DEADLINE: 3rd Payment* $56,421* July 31,2015 PHASE IV ACTIVITIES: Utility hookup/Impact fees Architectural &Engineering Fees Landscaping Construction Costs&Fence PHASE IV DEADLINE: Construction Final Payment** $10,837* October 31,2016 CONSTRUCTION TOTAL $162,500 *Developer will be reimbursed for eligible expenses only. All amounts are estimates and are subject to change. **Exhibit"G"-HOME Project Compliance Report must be submitted prior to reimbursement for Construction Final Payment;Construction Final Payment will not be made until after closing of sale to a Eligible HOME Buyer. HOME DEVELOPER SINGLE FAMILY CONTRACT Exhibit"C"—Project and Reimbursement Schedule Page I Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Rev. 9-23-14 EXHIBIT "D" AUDIT REQUIREMENTS FORT WORTH HOUSING FINANCE CORPORATION 3633 Eagle Nest Street CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT AUDIT REQUIREMENTS Organizations expending $500,000 or more in federal awards (from City of Fort Worth and other funding sources) during their fiscal years shall obtain either an annual single audit or a program specific audit. Organizations may have a program specific audit in accordance with OMB Circular A-133, or other standard set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the Catalog of Federal Domestic Assistance (CFDA). If funds are spent for more than one federal program, a single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort Worth's funding period. The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit by the appropriate regulatory body. The CPA shall meet all of the general standards concerning qualifications, independence, due professional care and quality control as required by Government Auditing Standards, including the requirements for continuing professional education and external peer reviews. Auditor selection must adhere to federal procurement requirements. A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the CFDA number (OMB A-133 § .310). The independent auditor's report should include all of the relevant items listed on the "Audit Report Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance of the following publications: Government Auditing Standards issued by the Comptroller General of the United States, 2003 OMB Circular A-133 as revised 6/30/97 and amended June 2003 OMB Circular A-133 Compliance Supplement AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not-for-Profit Organizations Receiving Federal Awards" Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations AICPA's Audit Risk Alert "State and Local Governmental Developments" Government Auditing Standards by the Texas Department of Housing and Community Affairs for Properties Receiving Low Income Housing Tax Credits HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibit"D"—Audit Requirements Page I Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Rev. 9-23-14 All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form which certifies whether you are subject to a single/program audit. Organizations receiving federal awards from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency. The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within 60 days of the end of the organization's fiscal year in the year that the project was completed. The following items should be submitted to the City of Fort Worth Housing and Economic Development Department within the required timeframe: Due 60 days after organization's fiscal year end in the year that the project was completed: (required for all subrecipients) Completed Audit Certification Form Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit period. Two copies of the entire audit report issued by the CPA Two copies of any management letter issued by the CPA in conjunction with the audit report Two copies of management's comments on all findings, recommendations, & questioned costs contained in the audit report and management letter, including a detailed corrective action plan Failure to submit any of these items by the required due date may result in holds on current draw requests, suspension of the organization's contract(s) and eligibility for future funding. If the organization does not meet the requirements of having a single/program audit conducted, records must still be kept available for review or audit by City of Fort Worth staff (OMB A-133 Subpart B Sec 200(4). If additional information is needed concerning the audit requirements, please call (817) 392-6141. HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibit"D"—Audit Requirements Page 2 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Rev. 9-22-14 CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT SINGLE AUDIT REPORT CHECKLIST The Department developed this checklist to help organizations improve the quality and completeness of audit reports. General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial Statements in accordance with Government Auditing Standards Notes to the General Purpose or Basic Financial Statements of the Organization A Schedule of Expenditures of Federal Awards, including the Department's contract numbers, the total expended for the federal program, and the CFDA number (OMB A-133 Subpart C Sec 310). Opinion/Report on Schedule of Expenditures of Federal and State Awards Report on Compliance and on Internals Control Over Financial Reporting Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards. (OMB A-133 § 505 (b)) Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over Compliance in Accordance with OMB Circular A-133. (OMB A-133 § 505 (c)) Schedule of Findings and Questioned Costs (OMB A-133 §. 505d), including: Summary Schedule of Prior Audit Findings reporting the status of all findings included in the prior audit's schedule of findings and questioned costs. (OMB A-133 Sec. 315 (a) and (b)) Corrective Action Plan including (OMB A-133 Sec. 315 (c)) name of person responsible for the corrective action, corrective action planned, anticipated completion date, and explanation and reason if auditee does not agree with findings or believes correction is not required. All reports are signed and dated by the auditor Two copies of the audit reports are submitted Two copies of the management letter, if issued in conjunction with the audit report. Two copies of comments by management concerning all findings and recommendations included in management letter, including a corrective action plan. HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibit"D"—Audit Requirements Page 3 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Rev.9-22-14 CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT Audit Certification Form Subrecipient: FWHFC Fiscal Year Ending: Month Day Year ❑ We have exceeded the federal expenditure threshold of$500,000. We will have our Single Audit or Program Specific Audit completed and will submit the audit report within nine (9) months after the end of the audited fiscal year. ❑ We did not exceed the $500,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be performed this fiscal year. (Fill out schedule below) Must be filled out if Single Audit or Program Audit is not required: Federal Funds Pass Through Program Name& Contract Federal Grantor Grantor CFDA Number Number Expenditures Total Federal Expenditures for this Fiscal Year $ _Jesus Chapa General Manager Printed Name Title(Must be CFO,CEO or equivalent) _817-392-5804 _9/24/14 Authorized Signature(Must be CFO,CBb or equivalent) Phone Number Date Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding. Submit this form to the City of Fort Worth Housing and Economic Development Department within 60 days after the end of your Fiscal year HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibit"D"—Audit Requirements Page 4 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Rev.9-22-14 EXHIBIT "E" LOAN DOCUMENTS FORT WORTH HOUSING FINANCE CORPORATION 3633 EAGLE NEST STREET HOME SINGLE FAMILY DEVELOPER CONTRACT—Exhibit"E"—Loan Documents Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Rev 9-23-14 PROMISSORY NOTE Date: Borrower: Fort Worth Housing Finance Corporation a Texas housing finance corporation Borrower's Mailing Address: 1000 Throckmorton Street, Fort Worth, Tarrant County, TX 76102 Lender: City of Fort Worth, Texas, a Texas municipal corporation Place for Payment: CIO Director of Housing and Economic Development Department 1000 Throckmorton St. Fort Worth, Tarrant County,TX 76102 or at any other place that Lender may designate in writing Principal Amount: Loan Authority: The loan evidenced by this Note (the "Loan") is being made pursuant to the HOME Investment Partnerships Program authorized under Title II of the Cranston-Gonzalez National Affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. ("HOME Program") and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations") with HOME funds. Annual Interest Rate: Zero Percent(0%) Maturity Date: Terms of Payment(principal and interest): This Note is the Promissory Note required in City Secretary Contract No. between Borrower and Lender dated and has been executed and delivered in accordance with that contract (the "Contract"). The funds advanced by Lender are HOME funds and the Contract requires that the house located on the Property and constructed with a portion of the HOME funds must qualify and remain affordable housing in accordance with the HOME Program and the HOME Regulations for a specified time period as more particularly described in the Contract (the "Affordability Period"). The Loan will be in default and the Principal Amount and any other sums due hereunder may be declared immediately payable if all of the residential housing located on the Property is not sold to HOME Eligible Buyers as more particularly described in the Contract and the HOME Regulations. This Note is subject to all terms and conditions of the Contract. The Loan will be forgiven provided that (i) the house is sold to a HOME Eligible Buyer in accordance with PROMISSORY NOTE-HOME FUNDS Page I Foil Worth Housing Finance Corporation—3633 Eagle Nest Street Rev. 09-23-14 HOME Program requirements, (ii) Lender receives the Sales Proceeds, and (iii) Borrower is not otherwise in default of the Loan terms or Contract provisions. In the event the Loan is not forgiven in accordance with the terms of the Contract, the Principal Amount will be payable in full on the Maturity Date. Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske or Leann Guzman, Trustee, both of which cover the following real property: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN FOR ALL PURPOSES Other Security for Payment: As set forth in the Contract. Borrower promises to pay to the order of Lender the Principal Amount if not otherwise forgiven. This Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date, unless otherwise extended as provided for in the Contract. After maturity, Borrower promises to pay any unpaid principal balance. If Borrower defaults in the payment of this Note or in the performance of its obligations under the Contract or the HOME Program or the HOME Regulations or any other obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid principal balance, and any other amounts owed on the Note immediately due. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies Lender shall give Borrower written notice of such default. Borrower shall have a period of 30 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary,if a non-monetary event of default occurs under the terms of any of the Loan documents,prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible,then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Notices given to Borrower shall be in writing and delivered to the addresses listed above, or to such other address as Borrower designates by written notice to Lender. Each such notice or other communication shall be effective upon receipt when sent by U. S. Mail, postage prepaid and by certified mail, return receipt requested; or by a nationally recognized overnight delivery PROMISSORY NOTE-HOME FUNDS Page 2 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Rev.09-23-14 service. Borrower also promises to pay reasonable attorney's fees and court and other costs if this Note is placed in the hands of an attorney to collect or enforce the Note. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses will become part of the debt evidenced by the Note and will be secured by any security for payment. Borrower may prepay this Note at any time before the Maturity Date without penalty or premium so long as the house located on the Property and constructed with a portion of the HOME Funds qualifies and remains affordable housing in accordance with the HOME Program and the HOME Regulations for the applicable Affordability Period specified in the Contract. . Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. A default exists under this Note if(1) (a) Borrower or (b) any other person liable on any part of this Note (an "Other Obligated Party") fails to timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower or such Other Obligated Party; (2) any warranty, covenant, or representation in this Note or in any other written agreement between Lender and Borrower or any Other Obligated Parry is materially false when made; (3) a receiver is appointed for Borrower, any Other Obligated Party, or any property on which a lien or security interest is created as security(the "Collateral Security") for any part of this Note; (4) any Collateral Security is assigned for the benefit of creditors; (5) a bankruptcy or insolvency proceeding is commenced by Borrower or an Other Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower or an Other Obligated Party and (b) the proceeding continues without dismissal for 90 days, the party against whom the proceeding is commenced admits the material allegations of the petition against it, or an order for relief is entered; (7) any of the following parties is dissolved, begins to wind up its affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or any event occurs or condition exists that permits the dissolution or winding up of the affairs of any of the following parties: (i) Borrower, or (ii) an Other Obligated Party; and (8) any Collateral Security is materially impaired by loss, theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction, unless it is promptly replaced with insurance proceeds, collateral security of like kind and quality or restored to its former condition. The execution and delivery of this Note are required under the Contract. PROMISSORY NOTE-HOME FUNDS Page 3 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Rev.09-23-14 If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust or any other document evidencing the same transaction between Lender and Borrower, the provisions of the Contract will govern to the extent of the conflict. This Note will be construed under the laws of the state of Texas without regard to choice-of-law rules of any jurisdiction. [SIGNATURE PAGES IMMEDIATELY FOLLOW] PROMISSORY NOTE-HOME FUNDS Page 4 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Rev.09-23-14 FORT WORTH HOUSING FINANCE CORPORATION Jesus Chapa, General Manager PROMISSORY NOTE-HOME FUNDS Page 5 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Rev.09-23-14 EXHIBIT"A" PROMISSORY NOTE-HOME FUNDS Page 6 Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Rev.09-23-14 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER DEED OF TRUST Terms Date: Grantor: Fort Worth Housing Finance Corporation a Texas housing finance corporation. Grantor's Mailing Address: 1000 Throckmorton Street, Fort Worth,Tarrant County, TX 76102 Trustee: Vicki S. Ganske or Leann Guzman Trustee's Mailing Address: C/O City Attorney's Office 1000 Throckmorton St. Fort Worth,Tarrant County,TX 76102 Lender: City of Fort Worth,Texas, a Texas municipal corporation Lender's Mailing Address: C/O Housing&Economic Development Department 1000 Throckmorton St. Fort Worth,Tarrant County,TX 76102 Loan Authority: The loan evidenced by the Note and secured by this Deed of Trust is being made pursuant to the HOME Investment Partnerships Program authorized under Title II of the Cranston- Gonzales National Affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. (the "HOME Program") and the HOME Investment Partnership Program Final Rule, as amended, 24 CFR Part 92 et seq. (the"HOME Regulations")with HOME funds. Obligation Note Date: Original principal amount: Borrower: Fort Worth Housing Finance Corporation, a Texas housing finance corporation DEED OF TRUST—Foil Worth Housing Finance Corporation Page 1 3633 Eagle Nest Street Rev.9-23-14 Lender: City of Fort Worth, Texas, a Texas municipal corporation Maturity Date: Property(including any improvements): SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN FOR ALL PURPOSES Prior Lien: None Other Exceptions to Conveyance and Warranty: Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing recorded instruments other than conveyances of the surface fee estate that affect the Property; liens described in this Deed of Trust; and, taxes for the current year. For value received and to secure payment of the Obligation, Grantor conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty. On payment of the Obligation and all other amounts secured by this Deed of Trust,this Deed of Trust will have no further effect, and Lender will release it at Grantor's expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to— . keep the Property in good repair and condition; 2. pay all taxes and assessments on the Property before delinquency and provide proof of payment of same upon request by Lender; 3. defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve the lien's priority as it is established in this Deed of Trust; 4. maintain, in a form acceptable to Lender, an insurance policy that a. covers all improvements for their full insurable value as determined when the policy is issued and renewed, unless Lender approves a smaller amount in writing; b. contains an 80 percent coinsurance clause; C. provides all-risk coverage; DEED OF TRUST—Fort Worth Housing Finance Corporation Page 2 3633 Eagle Nest Street Rev. 9-23-14 d. protects Lender with a standard mortgage clause; e. provides flood insurance at any time the Property is in a flood hazard area; and f. contains such other coverage as Lender may reasonably require; 5. comply at all times with the requirements of the 80 percent coinsurance clause; 6. deliver the insurance policy to Lender within ten days of the date of this Deed of Trust and deliver renewals to Lender at least fifteen days before expiration; 7. obey all laws, ordinances, and restrictive covenants applicable to the Property; 8. keep any buildings occupied as required by the insurance policy;, 9. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all prior lien notes and abide by or cause to be abided by all prior lien instruments; and, 10. notify Lender of any change of address. B. Lender's Rights 1. Lender may appoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of the Obligation are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid. 3. Lender may apply any proceeds received under the insurance policy either to reduce the Obligation or to repair or replace damaged or destroyed improvements covered by the policy. If the Property is Grantor's primary residence and Lender reasonably determines that repairs to the improvements are economically feasible, Lender will make the insurance proceeds available to Grantor for repairs. 4. Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by Lender from Grantor with respect to the Obligation or this Deed of Trust may, at Lender's discretion, be applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligation, to be applied to late charges,principal, or interest in the order Lender in its discretion determines. 5. If Grantor fails to perform any of Grantor's obligations, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust. DEED OF TRUST—Fort Worth Housing Finance Corporation Page 3 3633 Eagle Nest Street Rev.9-23-14 6. If there is a default on the Obligation or if Grantor fails to perform any of Grantor's obligations and the default continues after any required notice of the default and the time allowed to cure, Lender may a. declare the unpaid principal balance on the Obligation immediately due; b. direct Trustee to foreclose this lien, in which case Lender or Lender's agent will cause notice of the foreclosure sale to be given as provided by the Texas Property Code as then in effect; and C. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Obligation. 7. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. 8. If the Property is acquired by Lender by foreclosure, Grantor's right to any insurance policies and proceeds resulting from damage to the Property prior the acquisition shall pass to Lender to the extent of the sums secured by this Deed of Trust immediately prior to the acquisition. 9. Lender or its agents may make reasonable entries upon and inspections of the Property. Lender shall give Borrower notice at the time of or prior to an inspection giving reasonable cause for the inspection. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will- 1. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; 2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or implied, by Trustee; 3. from the proceeds of the sale, pay, in this order a. expenses of foreclosure, including a reasonable commission to Trustee; b. to Lender, the full amount of principal, interest, attorney's fees, and other charges due and unpaid; C. any amounts required by law to be paid before payment to Grantor; and DEED OF TRUST—Fort Worth Housing Finance Corporation Page 4 3633 Eagle Nest Street Rev.9-23-14 d. to Grantor, any balance; and 4. be indemnified, held harmless, and defended by Lender against all costs, expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created by this deed of trust, which includes all court and other costs, including attorney's fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that capacity. D. General Provisions I. If any of the Property is sold under this Deed of Trust, Grantor must immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of the purchaser, subject to an action for forcible detainer. 2. Recitals in any trustee's deed conveying the Property will be presumed to be true. 3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Obligation is extended or part of the Property is released. 5. If any portion of the Obligation cannot be lawfully secured by this Deed of Trust, payments will be applied first to discharge that portion. 6. Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred, including attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligation. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or threatened proceedings for condemnation of all or part of the Property. 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor warrants the validity and enforceability of the assignment. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of Trust. Grantor will apply all rent and other income and receipts to payment of the Obligation and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligation and the deed of trust, Grantor may retain the excess. If Grantor defaults in payment of the Obligation or performance of this Deed of Trust, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may DEED OF TRUST—Fort Worth Housing Finance Corporation Page 5 3633 Eagle Nest Street Rev.9-23-14 exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph first to expenses incurred in exercising Lender's rights and remedies and then to Grantor's obligations with respect to the Obligation and this Deed of Trust in the order determined by Lender. Lender is not required to act under this paragraph, and acting under this paragraph does not waive any of Lender's other rights or remedies. If Grantor becomes a voluntary or involuntary debtor in bankruptcy, Lender's filing a proof of claim in bankruptcy will be deemed equivalent to the appointment of a receiver under Texas law. 8. Interest on the debt secured by this Deed of Trust will not exceed the maximum amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 9. In no event may this Deed of Trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise;prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural. 11. The term Note includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. 12. This Deed of Trust binds, benefits, and may be enforced by the successors in interest of all parties. 13. If Grantor and Borrower are not the same person, the term Grantor includes Borrower. 14. Grantor and each surety, endorser, and guarantor of the Obligation waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity,protest, and notice of protest,to the extent permitted by law. 15. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney. 16. If any provision of this Deed of Trust is determined to be invalid or unenforceable,the validity or enforceability of any other provision will not be affected. 17. The term Lender includes any mortgage servicer for Lender. DEED OF TRUST—Fort Worth Housing Finance Corporation Page 6 3633 Eagle Nest Street Rev.9-23-14 18: Grantor represents that this Deed of Trust and the Note are given for the following purposes: The debt evidenced by the Note is in payment of the purchase price of the Property and the development costs of the Required Improvements as described in the Contract; the debt is secured both by the Deed of Trust and by a vendor's lien on the Property. This Deed of Trust does not waive the vendor's lien, and the two liens and the rights created by this Deed of Trust are cumulative. Lender may elect to enforce either of the liens without waiving the other or may enforce both. 19. If the Property is transferred by foreclosure, the transferee will acquire title to all insurance policies on the Property including all paid but unearned premiums. 20. Lender may declare the debt secured by this Deed of Trust immediately payable and invoke any remedies provided in this Deed of Trust for default if Grantor transfers any of the Property to a person who is not a permitted transferee without Lender's prior written consent. "Permitted transferee" means any other person controlling, controlled by, or under common control with Grantor. Lender shall not exercise this option if federal law as of the date of this Deed of Trust prohibits such exercise. 21. THIS CONVEYANCE IS MADE 'AND ACCEPTED SUBJECT TO THE FOLLOWING CONDITIONS AND RESTRICTIONS: The Note is the Note required in City Secretary Contract No. between Grantor and Lender dated and has been executed and delivered in accordance with that contract (the "Contract"). - The funds advanced by Lender are HOME funds and the Contract requires that the residential housing located on the Property and constructed with a portion of the HOME funds must qualify and remain affordable housing in accordance with the HOME Program and the HOME Regulations for a specified time period as more particularly described in the Contract (the "Affordability Period"). The loan evidenced by the Note and secured by this Deed of Trust will be in default and the Principal Amount and any other sums due thereunder may be declared immediately payable if the residential housing located on the Property is not sold to a HOME Eligible Buyer as more particularly described in the Contract and the HOME Regulations. This Deed of Trust has also been executed and delivered pursuant to the terms of the Contract. Grantor agrees to perform each and every obligation set forth therein and will not permit a default to occur thereunder. Any default in the performance of Grantor's obligations under the terms of the Contract or the HOME Program or HOME Regulations shall be deemed a default in the terms of the Note and Lender may declare the debt secured by this Deed of Trust immediately payable and invoke any remedies provided herein for default. 23. THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL DEED OF TRUST—Fort Worth Housing Finance Corporation Page 7 3633 Eagle Nest Street Rev. 9-23-14 AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. FORT WORTH HOUSING FINANCE CORPORATION Jesus Chapa, General Manager STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on , 2014 by Jesus Chapa, General Manager of the Fort Worth Housing Finance Corporation, a Texas housing finance corporation, on behalf of said corporation. Notary Public, State of Texas AFTER RECORDING RETURN TO: City of Fort Worth C/O Housing and Economic Development Department 1000 Throckmorton St. Fort Worth,Tarrant County,TX 76102 DEED OF TRUST—Fort Worth Housing Finance Corporation Page 8 3633 Eagle Nest Street Rev. 9-23-14 EXHIBIT "A" DEED OF TRUST—Fort Worth Housing Finance Corporation Page 9 3633 Eagle Nest Street Rev. 9-23-14 EXHIBIT "F" REIMBURSEMENT FORMS FORT WORTH HOUSING FINANCE CORPORATON 3633 EAGLE NEST STREET HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibit"F"—Reimbursement Forms Page I Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Rev. 9-23-14 Attachment I INVOICE Developer: Fort Worth Housing Finance Corporation Project Site Address: 3633 Eagle Nest Street, Fort Worth, TX 76106 Period of Service: Amount Program This Invoice Cumulative to Date, Developer Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of the contract between City and Developer. By signing this invoice, I certify that to the best of my knowledge and belief the data included in this report, Exhibit G, and in all backup documentation is true and accurate. It is acknowledged that the provision of false information could leave the certifying official subject to the penalties of federal, state, and local law. Signature and Date: Name: Title: § \ ) ! 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Program Name: for each program code) Part I: Employment and Trainin Columns B,C and F are mandatory fields. Include New Hires in E&E F A B C D Number of Number of New %of Aggregate Number %of Total Staff Hours Number of Section 3 Job Category New Hires Hires that are of Staff Hours of New Hires for Section 3 Employees Trainees Sec.3 Residents that are Sec.3 Residents and Trainees Professionals Technicians Office/Clerical Construction by Trade(List) Trade Trade Trade Trade Trade Other List Total 'Program Codes 3=Public/Indian Housing 4=Homeless Assistance 8=CDBG State Administered 1=Flexible Subsidy A=Development, 5-HOME 9=Other CD Programs 2=Section 202/811 B=Operation 6=HOME State Administered 10=Other Housing Programs C=Modernization 7=CDBG Entitlement Page 1 of 2 form HUD 60002(6/2001) Ref 24 CFR 135 Part II: Contracts Awarded 1. Construction Contracts: A. Total dollar amount of all contracts awarded on the project $ B. Total dollar amount of contracts awarded to Section 3 businesses $ C. Percentage of the total dollar amount that was awarded to Section 3 businesses D. Total number of Section 3 businesses receiving contracts 2. Non-Construction Contracts: A. Total dollar amount all non-construction contracts awarded on the project/activity $ B. Total dollar amount of non-construction contracts awarded to Section 3 businesses $ C. Percentage of the total dollar amount that was awarded to Section 3 businesses % D. Total number of Section 3 businesses receiving non-construction contracts Part III: Summary Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs,to the greatest extent feasible,toward low-and very low-income persons,particularly those who are recipients of government assistance for housing. (Check all that apply.) Attempted to recruit low-income residents through: local advertising media,signs prominently displayed at the project site, contracts with the community organizations and public or private agencies operating within the metropolitan area(or nonmetropolitan county)in which the Section 3 covered program or project is located,or similar methods. Participated in a HUD program or other program which promotes the training or employment of Section 3 residents. Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the definition of Section 3 business concerns. Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located. Other;describe below. Public reporting for this collection of information is estimated to average 2 hours per response,including the time for reviewing instructions, searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information. This agency may not collect this information,and you are not required to complete this form,unless it displays a currently valid OMB number. Section 3 of the Housing and Urban Development Act of 1968,as amended,12 U.S.C.1701 u,mandates that the Department ensures that employment and other economic opportunities generated by its housing and community development assistance programs are directed toward low-and very-low income persons,particularly those who are recipients of government assistance housing. The regulations are found at 24 CFR Part 135. The information will be used by the Department to monitor program recipients'compliance with Section 3,to assess the results of the Department's efforts to meet the statutory objectives of Section 3,to prepare reports to Congress,and by recipients as self-monitoring tool. The data is entered into a database and will be analyzed and distributed. The collection of information involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3. The information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6)of the Fair Housing Act and Section 916 of the HCDA of 1992. An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB Circular A-108 are not applicable. The reporting requirements do not contain sensitive questions. Data is cumulative;personal identifying information is not included. Page 2 of 2 form HUD 60002(11/2010) Ref 24 CFR 135 Form HUD-60002,Section 3 Summary Report,Economic Opportunities for Low-and Very Low-Income Persons. Instructions: This form is to be used to report annual 8. Program Code: Enter the appropriate program code as listed at accomplishments regarding employment and other economic the bottom of the page. opportunities provided to low-and very low-income persons under 9. Program Name: Enter the name of HUD Program corresponding Section 3 of the Housing and Urban Development Act of 1968. The with the"Program Code"in number 8. Section 3 regulations apply to any public and Indian housing part I: Employment and Training Opportunities programs that receive: (1)development assistance pursuant to Section 5 of the U.S.Housing Act of 1937;(2)operating assistance Column A: Contains various job categories. Professionals are pursuant to Section 9 of the U.S.Housing Act of 1937;or(3) defined as people who have special knowledge of an occupation(i.e. modernization grants pursuant to Section 14 of the U.S.Housing Act supervisors,architects,surveyors,planners,and computer of 1937 and to recipients of housing and community development programmers). For construction positions,list each trade and provide assistance in excess of$200,000 expended for: (1)housing data in columns B through F for each trade where persons were rehabilitation(including reduction and abatement of lead-based paint employed. The category of"Other"includes occupations such as hazards);(2)housing construction;or(3)other public construction service workers. projects;and to contracts and subcontracts in excess of$100,000 Column B: (Mandatory Field) Enter the number of new hires for awarded in connection with the Section-3-covered activity. each category of workers identified in Column A in connection with Form HUD-60002 has three parts,which are to be completed for this award. New hire refers to a person who is not on the contractor's all programs covered by Section 3. Part I relates to employment or recipient's payroll for employment at the time of selection for the and training.The recipient has the option to determine numerical Section 3 covered award or at the time of receipt of Section 3 covered employment/training goals either on the basis of the number of hours assistance. worked by new hires(columns B,D,E and F). Part II of the form Column C: (Mandatory Field) Enter the number of Section 3 new relates to contracting,and Part III summarizes recipients'efforts to hires for each category of workers identified in Column A in comply with Section 3. connection with this award. Section 3 new hire refers to a Section 3 Recipients or contractors subject to Section 3 requirements must resident who is not on the contractor's or recipient's payroll for maintain appropriate documentation to establish that HUD financial employment at the time of selection for the Section 3 covered award or assistance for housing and community development programs were at the time of receipt of Section 3 covered assistance. directed toward low-and very low-income persons.` A recipient of Column D: Enter the percentage of all the staff hours of new hires Section 3 covered assistance shall submit one copy of this report to (Section 3 residents)in connection with this award. HUD Headquarters,Office of Fair Housing and Equal Opportunity. Column E: Enter the percentage of the total staff hours worked for Where the program providing assistance requires an annual Section 3 employees and trainees(including new hires)connected performance report,this Section 3 report is to be submitted at the with this award. Include staff hours for part-time and full-time same time the program performance report is submitted. Where an positions. annual performance report is not required,this Section 3 report is to be Column F: (Mandatory Field) Enter the number of Section 3 submitted by January 10 and,if the project ends before December 31, residents that were trained in connection with this award. within 10 days of project completion. Only Prime Recipients are Part II: Contract Opportunities required to report to HUD. The report must include Block 1: Construction Contracts accomplishments of all recipients and their Section 3 covered Item A: Enter the total dollar amount of all contracts awarded on the contractors and subcontractors. project/program. HUD Field Office: Enter the Field Office name. Item B: Enter the total dollar amount of contracts connected with this 1. Recipient: Enter the name and address of the recipient project/program that were awarded to Section 3 businesses. submitting this report. Item C: Enter the percentage of the total dollar amount of contracts 2. Federal Identification: Enter the number that appears on the connected with this project/program awarded to Section 3 businesses. award form(with dashes). The award may be a grant, Item D: Enter the number of Section 3 businesses receiving awards. cooperative agreement or contract. Block 2: Non-Construction Contracts 3. Dollar Amount of Award: Enter the dollar amount,rounded to the Item A: Enter the total dollar amount of all contracts awarded on the nearest dollar,received by the recipient. project/program. 4&5. Contact Person/Phone: Enter the name and telephone number Item B: Enter the total dollar amount of contracts connected with this of the person with knowledge of the award and the recipient's project awarded to Section 3 businesses. implementation of Section 3. Item C: Enter the percentage of the total dollar amount of contracts 6. Reporting Period: Indicate the time period(months and year) connected with this project/program awarded to Section 3 businesses. this report covers. Item D: Enter the number of Section 3 businesses receiving awards. 7. Date Report Submitted: Enter the appropriate date. Part III: Summary of Efforts—Self-explanatory Submit one(1)copy of this report to the HUD Headquarters Office of The Secretary may establish income ceilings higher or Tower than 80 percent Fair Housing and Equal Opportunity,at the same time the performance report is submitted to the program office. The Section 3 of the median for the area on the basis of the Secretary's findings such that report is submitted by January 10. Include only contracts executed variations are necessary because of prevailing levels of construction costs during the period specified in item 8. PHAs/IHAs are to report all or unusually high-or low-income families. Very low-income persons mean contracts/subcontracts. low-income families(including single persons)whose incomes do not exceed 50 percent of the median family income area,as determined by the The terms"low-income persons"and very low-income persons"have Secretary with adjustments or smaller and larger families,except that the the same meanings given the terms in section 3(b)(2)of the United Secretary may establish income ceilings higher or lower than 50 percent of States Housing Act of 1937. Low-income persons mean families the median for the area on the basis of the Secretary's findings that such (including single persons)whose incomes do not exceed 80 percent of variations are necessary because of unusually high or low family incomes. the median income for the area,as determined by the Secretary,with adjustments for smaller and larger families,except that Page i form HUD Ref 4 CFR 13 ) 5 EXHIBIT "J" STANDARDS OF COMPLETE DOCUMENTATION FORT WORTH HOUSING FINANCE CORPORATION 3633 EAGLE NEST STREET HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibit"J"—Standards of Complete Documentation Page I Fort Worth Housing Finance Corporation—3633 Eagle Nest Street Rev.9-23-14 FORTWORTHO Standard of Documentation for Reimbursement of Development Costs Cost Type Documentation Standard Acquisition of Vacant Lots • Notice to Seller (date must be on or before the date of options agreement or sales contract and signed by the buyer and seller) • Recorded Deed of Trust • Purchase Agreement w/ Required HUD language • Master Settlement Statement • Appraisal or other document used to determine purchase price • Proof of Payment (bank statement/cancelled check) Soft Costs (Architect, Engineer, • Invoice Landscaping, Surveys, Appraisals, - Invoice should include: Environmental, Legal Fees, Other date; Consultants, Etc.) company's letterhead; address for which service is provided; description of service(s) and item(s); amount for itemized services; and total amount • Proof of Payment (ie. bank statement or cancelled check) • If applicable,fully executed contract/service agreements and applicable amendments - Provide printout from www.sam.gov verifying contractor/subcontractor is not listed on the debarred and suspension list • If only a portion is being paid with City funds, then show calculation and documentation of how costs are allocated. CHDO Operating/Project Delivery • Invoice Expenses - Invoice should include: date; company's letterhead; address for which service is provided; description of service(s) and item(s); amount for itemized services; and total amount • Proof of Payment (i.e. bank statement or cancelled check) • Timesheet(s) Signed by Employee and Supervisor • Activity Log(s) Signed by Employee and Supervisor • Pay Period Dates Should be Reflected • If paying for rent or contract services, copy of executed agreements • If only a portion is being paid with City funds, then show calculation and documentation of how costs are allocated. Housing and Economic Development FINAL as of 4/24/2013 Pagel FORTWORTH. Standard of Documentation for Reimbursement of Development Costs Construction Costs (Contractors & • Invoice Subcontractors) - Invoice should include: date; company's letterhead; address for which service is provided; description of service(s) and item(s); amount for itemized services; and total amount • Proof of Payment (i.e. bank statement or cancelled check) • Timesheet(s) Signed by Employee and Supervisor - Activity Sheet(s) Signed by Employee and Supervisor - Pay Period Dates Should be Reflected • Copy of applicable inspection report(s) conducted by HED Inspector • Copy of executed agreements - Provide printout from www.sam.gov verifying contractor/subcontractor is not listed on the debarred and suspension list • If only a portion is being paid with City funds, then show calculation and documentation of how costs are allocated. • For retainage for the prime contractor, lien waivers for the prime and all subcontractors. Materials Purchased by Developer • Invoice - Invoice should include: date; company's letterhead; address where materials will be used; description of service(s) and item(s); cost by quantity; and total amount • Proof of Payment (i.e. bank statement or cancelled check) Developer Fee • Final Invoice Reflecting Total Development Cost • Proof of payment for any other entity contributing to development costs. • Show calculation of agreed upon developer fee percentage • Copies of final lien releases from contractor/subcontractor • Complete Documentation required in contract for home/unit produced (i.e. income docs for eligible homebuyer, sales contract between developer/homebuyer, HAP Deed of Trust w/required affordability period language, etc) Housing and Economic Development FINAL as of 4/24/2013 Page 2