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HomeMy WebLinkAboutContract 46622 CITY 8@C 'TARRY STATE OF TEXAS § dONTRkU NO, 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 HOME Regulations whereby Developer will construct single family houses located in the Diamond Hill-Jarvis neighborhood on Eagle Nest Street and Hardy Street to be sold to low- to moderate-income homebuyers; WHEREAS, the houses will be built in phases depending on the market for new houses in the neighborhood and the availability of HOME funds from HUD for the project and under the M terms and conditions of this Contract, as may be amended from time to time, depending on when M it is determined that construction will commence on each house; m OFFICIAL RECORD Z CITY SECRETARY FT. WORTNt TX N Q r "' HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St&Hardy St Page 1 WHEREAS, City is the owner of 21 platted lots in the Diamond Hill-Jarvis neighborhood that it acquired and prepared for single family housing development using Community Development Block Grant funds, and has entered into a Contract of Sale and Purchase with Developer for the lots for the project; WHEREAS, City citizens and the City Council have determined that the development of quality, accessible, and affordable housing is needed for moderate-, low-, and very low-income City citizens. NOW, THEREFORE, in consideration of the mutual covenants and obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated, the Parties understand and agree as follows: 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 houses 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 2 Complete Documentation means the following documentation as applicable: • Attachments I and II, with supporting documentation as follows: o Proof of expense: copies of timesheets, invoices, leases, service contracts or other documentation showing that payment is due by Developer. o 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) any other documents or records reasonably necessary to verify costs spent for the houses. • 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 each 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 the date by which construction on each house must be completed, which date shall be determined at the time Developer and City enter into a Contract Amendment for Developer to commence construction on each house. Contract Amendment means the amendment to this Contract to be entered into by City and Developer for each house prior to Developer commencing construction on such house including: (i) the Plans, development costs, construction and payment timelines; (ii) the amount of HOME Funds in the form of a Loan for development costs; (iii) the Completion Deadline; and, (iv) any other specific requirements for such house including regulatory requirements. 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 a Contract Amendment for a house 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 3 Director means the Director of the City's HED Department. Effective Date means September 25, 2014. 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. 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 a Contract Amendment. 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 4 Loan means the HOME Funds provided to Developer by City in the form of a forgivable deferred payment loan under the terms of a Contract Amendment for each house as more particularly described in the Loan Documents related to a Contract Amendment. 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 a Contract Amendment 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 a Contract Amendment for a house is entered into by the Parties, and any and all amendments to the Plans approved by City. The Plans for each house will be attached to the Contract Amendment for that house as Exhibit A-1 — Final Elevations, Plans and Specifications. Principal Residence means a 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 budgeted for each house executed by Developer payable to the order of City, as the same may be extended, amended, restated, supplemented or otherwise modified. The form of the Promissory Note is attached as 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 single family houses 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 houses will be commonly known as 3600, 3608, 3616, 3624, 3632, 3640 Eagle Nest Street and 3601, 3609, 3617, 3625, 3633, 3641 and 3649 Hardy 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 a house to a HOME Eligible Buyer and consisting of the sales price of a house less (i) any construction loan repayment (other than the HOME Funds), and (ii) any common and customary seller's closing costs shown on the HUD-1 Settlement Statement approved by City, or as otherwise defined in the HOME Regulations. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 5 3. TERM, EXTENSION AND CONTRACT AMENDMENT. 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. The term of a Contract Amendment shall also commence on the Effective Date and shall run for the remaining term of this Contract unless City in its sole discretion shortens such term. 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 or a Contract Amendment. 3.3 Term of Loan. The term of each Loan commences on the date of the Promissory Note for each lot related to a Contract Amendment and terminates 5 years later so long as the terms and conditions of the Contract Amendment and the related Loan Documents have been met. 3.4 Contract Amendment. It is the intention of the Parties to develop the project by Developer entering into separate Contract Amendments with City for each lot containing the specific terms for the house to be constructed on such lot. Developer will then purchase the lot for that house, execute the Loan Documents related to each lot and house and commence construction in accordance with the terms and conditions of the Contract Amendment. The terms and conditions of the Contract Amendment will control over the terms and conditions of this Contract in the event of a conflict between the Contract and the Contract Amendment. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide HOME Funds. City shall provide HOME Funds in the form of a Loan for eligible expenses under the terms and conditions described herein and more specifically in the Contract Amendment for each lot and house. It is anticipated that HOME program income from the sale of other houses in the project constructed under the terms of separate Contract Amendments between Developer and City will provide additional HOME Funds to construct the houses described in this Contract, subject to (i) approval by the City Council of such expenditure and (ii) federal regulations governing the use of HOME program income. City in its sole discretion may provide additional HOME funds that are not HOME program income for the project, subject to (i) receipt of grant funds from HUD, (ii) approval by the City Council of the expenditure of additional HOME funds, and (iii) Federal regulations governing the use of HOME funds. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 6 4.2 City Will Monitor. City will monitor the activities and performance of Developer and any of its contractors, subcontractors or vendors 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 terms and conditions of this Contract and the terms and conditions of the Contract Amendment for each house. 5.2 Use of HOME Funds. 5.2.1 Sale of Required Improvements to a HOME Eligible Buyer. Developer shall sell the houses to HOME Eligible Buyers under the terms and conditions of the Contract Amendment for each house. 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 set forth in the Contract Amendment. 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 and the Contract Amendments 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—Eagle Nest St. & Hardy St. Page 7 5.2.4.2 Developer agrees to utilize the HOME Funds to supplement rather than supplant funds otherwise available for the construction of the houses. 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 and the Contract Amendment for each house. It is expressly agreed by the Parties that any HOME Funds budgeted for a house but not reimbursed to Developer upon completion of a 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 a Contract Amendment, 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 under a Contract Amendment, an officer of Developer shall sign an acknowledgement of same. 5.6 Security for Ci y's Interest. To secure City's interest in the Required Improvements and the performance of Developer's obligations under a Contract Amendment, Developer shall execute the related Loan Documents and record the Deed of Trust at the earlier of(i)the acquisition of the Property for each house, 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 a house to a HOME Eligible Buyer. 5.6.1 Loan Terms and Conditions. For each Contract Amendment, Developer must 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 I business day before closing of the HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 8 Loan. 5.6.1.5 Ensure City's lien is in first lien position unless otherwise approved in 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) a 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 the provisions of this Contract or the Contract Amendment. 5.6.1.9 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract, the Contract Amendment 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 and the Contract Amendment. 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 houses are sold to HOME Eligible Buyers as required by this Contract, the Contract Amendment and the HOME Regulations. Developer must notify the City in writing if a 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 or Contract Amendment term, other than a sale of a 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 9 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 or a Contract Amendment and the related Loan Documents will result in immediate termination of this Contract and the Contract Amendment . In addition, City may pursue any of its remedies under the Loan Documents if the transferee fails to 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 Exhibit "C" — Construction and Reimbursement Schedule attached to each Contract Amendment. Developer shall not begin construction on a house 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 houses 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 houses. 6.2 Applicable Laws, Building Codes and Ordinances. The Plans and construction for the houses 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 houses: (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 houses. 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 10 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 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 houses, or vendors utilized by Developer in the marketing or sale of the houses 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 houses. 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 or a Contract Amendment 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 1 1 than 120 days after the Effective Date. 7.3 HOME Eligible Buyer. All purchasers of the houses must be HOME Eligible Buyers. Developer must verify that each 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 automatic termination of this Contract and, in City's sole discretion, any Contract Amendment. HOME Eligible Buyers must complete a homeownership training and counseling program prior to closing their purchase of a 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 a 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 a house will be determined by a market analysis performed by Developer. In the event that the price of a 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 12 7.4 Sales Contract. Developer shall provide City with a copy of a proposed sales contract for each 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 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 HUD-1 Settlement Statement at least 5 business days prior to the closing of the sale of a 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. Each 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 Marketin1j. 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 13 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. 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 or the Contract Amendment to terminate immediately, and (ii) require Developer to repay to City any HOME Funds received. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 14 8.1.2 Mitigation. Developer must take the mitigation actions outlined in Exhibit "A-2" —Environmental Mitigation Action to each Contract Amendment. Failure to complete the required mitigation action is an event of default under this Contract. 8.2 Contract Not Constituting Commitment of Funds. Notwithstanding any provision of this Contract, the Parties agree and acknowledge that this Contract does not constitute a commitment of HOME funds, and that such commitment or approval may occur only upon satisfactory completion of environmental review, receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58 and approval by the City Council of expenditure of HOME funds. 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 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 and, at City's sole discretion, any Contract Amendment 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 15 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 Copyright 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 or a Contract Amendment, 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 houses. Developer shall cause all applicable provisions of this Contract or a Contract Amendment 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 or any Contract Amendment and the HOME Regulations and Developer is responsible for such compliance regardless of whether actions to fulfill the requirements of this Contract, any Contract Amendment 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 full amount of the construction cost for the houses. 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 16 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 or a Contract Amendment 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, a Contract Amendment 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 or a Contract Amendment and City may exercise all of it remedies for default under this Contract, a Contract Amendment and Loan Documents. 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 Chante 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. 9.4 City Reserves the Riaht 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 17 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 I —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 a house, if necessary; and 10.2.2 Proof that each expense was paid by Developer, which can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3 Deadline for Submitting 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 to each Contract Amendment. 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 FOR EACH CONTRACT AMENDMENT. In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 18 10.5 Timing of Payment. Provided that Developer submits Complete Documentation to the Director with respect to the Required Improvements in conformance with the Contract Amendment, City will reimburse Developer for eligible expenses within 15 calendar days. 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin 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 each house within 3 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 in each Contract Amendment or have failed to pass any of the inspections described in Section 6.1.1, City shall have the right to terminate such 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. 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 of a Contract Amendment, or if any report or documentation submitted as part of Complete Documentation is not in compliance with the Contract Amendment 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 the Contract Amendment 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 the Contract Amendment or the HOME Regulations. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with the Contract Amendment 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. &Hardy St. Page 19 total of 30 days), City shall have the right to terminate the Contract Amendment 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 the Contract Amendment or the HOME Regulations. 11.2.3 In the event of more than 3 instances of default in any Contract Amendment, 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, a Contract Amendment 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 any Contract Amendment then in effect shall be immediately forfeited and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer under such Contract Amendments 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 the terminated Contract Amendments and the related Loan Documents. 11.3 Failure to Sell Required Improvements. Developer must notify City in writing if Developer fails to sell a 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 unsold house to a rental unit as described in 24 CFR Part 92.252. Developer will be responsible for maintenance and management of such 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 the Contract Amendment for the unsold house within 30 days of notifying the City of this option. If Developer selects this option, the Contract Amendment 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 or the Contract Amendments after the Required Improvements are completed, or if the submitted report or HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. &Hardy St. Page 20 documentation is not in compliance with this Contract, a Contract Amendment 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 any Contract Amendment then in effect 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 under the terminated Contract Amendments 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 the terminated Contract Amendments and the related 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 or a Contract Amendment, Developer shall be in default under this Contract if Developer breaches any term or condition of this Contract or a Contract Amendment. 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 or a Contract Amendment effective immediately upon written notice of such intent to Developer, or (iii) pursue any other legal remedies available to City under this Contract, a Contract Amendment or the related Loan Documents. 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 21 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, a Contract Amendment 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 any Contract Amendments then in effect shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer under such Contract Amendments 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 the terminated Contract Amendments or the related Loan Documents. 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. 11.8 Rilzhts 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 any Loan Documents including, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terms of the Contract Amendment. Such termination does not terminate any applicable provisions of this Contract or any Contract Amendment that have been expressly noted as surviving the term or termination of this Contract or a Contract Amendment. No delay or omission by City in exercising any right or remedy available to it under this Contract or any Contract Amendment shall impair any such right or remedy or constitute a waiver or acquiescence in any Developer 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 any Contract Amendment and its related 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 22 11.10 Civil, Criminal and Administrative Penalties. Failure to perform all the Contract or Contract Amendment terms may result in civil, criminal or administrative penalties, including, but not limited to those set out in this Contract and in each Contract Amendment. 11.11 Termination for Cause. 11.11.1 City may terminate this Contract or a Contract Amendment 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 or a Contract Amendment for cause, all HOME Funds awarded but unpaid to Developer pursuant to a terminated Contract Amendment shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer under such Contract Amendment 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 the terminated Contract Amendment or the related Loan Documents. DEVELOPER ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT OR A CONTRACT AMENDMENT 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 Developer may terminate this Contract and/or a Contract Amendment if City does not provide the HOME Funds substantially in accordance with this Contract and the terms of any Contract Amendment. 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: 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 Contract Amendments and the Loan Documents. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 23 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 houses or the project do not meet the requirements of this Contract, the Contract Amendments 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 any Contract Amendment 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 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 24 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, 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 and conditions of this Contract must be in writing and executed by the Parties. 14.9 Paragraph 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". HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 25 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 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 26 ➢ 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 Proiects 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 under this contract is subject to the requirements of Section 3 of Housing and Urban Development Act oj'1968, as amended, 12 U.S.C. section 1701 it (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 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. &Hardy St. Page 27 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 future 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 7(b) 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. 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; HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 28 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 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 and the Contract Amendments 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, HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 29 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 and the Contract Amendments are 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 Emoloyment during the Performance of this Contract. Developer agrees to the following provision during the performance of this Contract and the Contract Amendments, 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 Name]_ 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 Namel_ 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 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 l , 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. _[Contractor'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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 30 _[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 Alzainst 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. 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 31 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 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 Subcontractin1l 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 32 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 Maicure. If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract or a Contract Amendment due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, 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 or any Contract Amendment that pertains to HOME Requirements, auditing, monitoring, homebuyer income eligibility, record keeping and reports, HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 33 City ordinances, the provisions 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 or any Contract Amendment 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 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 34 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 the HOME Funds awarded in each Contract Amendment 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 of a Contract Amendment, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. If City has not received such certificates as set forth herein, Developer shall be in default 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 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 35 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. 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. &Hardy St. Page 36 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 of each house. 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 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. HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. &Hardy St. Page 37 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 Copy to: Housing and Economic Development Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Assistant Director Telephone: 817-392-7540 HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. &Hardy St. Page 38 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—Eagle Nest St. & Hardy St. Page 39 IN WITNESS WHEREOF, the Parties have executed 4 duplicate originals of this Contract to be effective o e E e. OW', i ti ATT ST: � OF FORT WORTH 0ByX ityecr t t� ` ��.�C ernando Costa,Assistant City Manager M&C C- 08 Dated 9/ �' o."00 1`EXp` 7�=T O D LEGALITY: Vicki S. Ganske, Senior Assistant City Attorney FORT WORTH_ HOUSING FINANCE. CORPORATION a Texas housing finance corporation By: Cynthia Garcia, Assistant General Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX HOME DEVELOPER SINGLE FAMILY CONTRACT Rev. 9.23.2014 Fort Worth Housing Finance Corporation—Eagle Nest St. & Hardy St. Page 40 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—Eagle Nest St. & Hardy St. Page 41 EXHIBIT "A" PROJECT SUMMARY - SCOPE OF WORK FORT WORTH HOUSING FINANCE CORPORATION EAGLE NEST STREET AND HARDY STREET Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: Developer will construct an approximately 1,200-1,800 square feet, 3- or 4-bedroom, 2-bath single- family house on a lot size of approximately 5,000-6,000 (range) square feet. Construction will include a two-car detached 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: • Washer and Dryer hookups • Central Air Conditioning • Stove • Oven • Dishwasher • Vent-a-hood • Garbage Disposal • Electric Garage Door with Remote • Mailbox located at door • Refrigerator is not required to be furnished by Developer The following materials shall be used for the construction of the house: • Fence (back yard) • Landscaping (front yard) • Roofing Materials 3 TAB 25 YR • Siding (percentage) 100% • Foundation Type Post Tension • HVAC 15 Seer Heat Pump HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibits "A"thru"A-2" Page 1 Fort Worth Housing Finance Corporation—Eagle Nest St. and Hardy St. Rev. 9-23-14 EXHIBIT "A-I" FINAL ELEVATIONS FORT WORTH HOUSING FINANCE CORPORATION EAGLE NEST AND HARDY STREET Final Elevations will be agreed upon between the Parties and attached to the Contract Amendment for each house. HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibits"A"thru"A-2" Page 2 Fort Worth Housing Finance Corporation—Eagle Nest St. and Hardy St. Rev. 9-23-14 EXHIBIT 66A-2" ENVIRONMENTAL MITIGATION ACTION FORT WORTH HOUSING FINANCE CORPORATION. EAGLE NEST AND HARDY 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 58. EA MITIGATION MEASURES AND CONDITIONS FOR PROJECT APPROVAL: The noise level at the project exceeds 65 dB. The City had RPGA Design Group, the architect firm for the project issue a letter stating the typical materials that would be used to construct the units would attenuate the noise. RPGA stated the wall assembly should consist of fiber cement siding on 15/32" exterior OSB sheathing, 2x4 wood framing spaced 16" o.c. with R-13 batt insulation between the studs and 5/8" interior gypsum wall board, and double pane glazed windows. The STC rating should range from 33-42 depending on the windows used. 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. HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibits"A"thru"A-2" Page 3 Fort Worth Housing Finance Corporation—Eagle Nest St. and Hardy St. Rev. 9-23-14 EXHIBIT "B" BUDGET* FORT WORTH HOUSING FINANCE CORPORATION EAGLE NEST STREET AND HARDY STREET *Amounts will be agreed upon between the Parties and attached to the Contract Amendment for each house. HOME Funds for Project Related Development Costs: Development Budget Use of Funds �ourc& Funds Predevelopment Cost HOME$ OTHER 9__ SOUK-OF OTHER TOTAL$ FUNDS FUMIS S FUNDS (1) (2) (Nam_ (1+2) 1.Market Stud 2.Feasibility(i.e.: Soil Test,Bond, Insurance) 3.Other Total Predevelo went Cost 1+2=3 Development Cost == 4.Land and/or building acquisition 5. Site Preparation _ 6.Construction Cost 7.Fence 8.Landscape = —_ 9.Contingency 10.Appraisal Proceeds of Sale** 11.Architect&Engineering Fe __ 12.Property S =-- -- ----- Proceeds of Sale* 13.Legal Few_ -- Proceeds of Sale** 14.Realte Commission= = ___ Proceeds of Sale** 15.UCAM A.lookup/Impact Feet= - 16.Titledfi�ecording Fees Proceeds of Sale** 17.Tem or 'lities Total Development�Cost(Total of-items 4-20) _ Total Project Cost == **Seller paid closing cos -a_�-= _6wn on the HUD-1 Settlement Statement paid from gross sales proceeds from the sale of the house. CHDO Funds–Exhibit"B"–Budget Fort Worth Housing Finance Corporation–Eagle Nest and Hardy Street Rev.9-23-14 EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE* FORT WORTH HOUSING FINANCE CORPORATION EAGLE NEST STREET AND HARDY STREET *Dates and amounts will be agreed upon between the Parties and attached to the Contract Amendment for each house. Phase Activity Reimbursement Amount PHASE I: Contract signed Construction Plans _ == PHASE I DEADLINE: ls`Payment* _ PIIASE VI: Framing and Siding Termite Treatment Roofing Materials and Labor Windows Labor HVAC Fencing PHASE VI DEADLINE: 6th Payment* $0.00* i PHASE Vii: Finish Out(Labor and Install: Electrical,Paint,Cabinets, Sheetrc Foam Insulation,Bathroom_ Countertops,Flooring, Tri;Doors and Hardware, Grading&andscaping, Appliances,Gg--- _or) = -=— PHASE VII DEADLINE: 7th Payment* _=__ _ - $0;10* RETAINAGE FINAL PAYMENT** $0.00** CONSTRUCTION TOTAL jT $0.00 *Developer will be reimbursed for eligible t=-,penge-s only. All amounts are est mates and are subject to change. **Final Payment will be made after closing of sale of the liouse to a HOME Eligible Buyer. Exhibit°`G"-HOME Project Compliance RvIP(art inust lic submitted prior iu reimhursemeat for Final Payment per Section 10.3.3. HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibit"C"—Project and Reimbursement Schedule 2 Fort Worth Housing Finance Corporation—Eagle Nest St.and Hardy St. Rev.9-23-2014 EXHIBIT "D" AUDIT CERTIFICATION FORM FORT WORTH HOUSING FINANCE CORPORATION EAGLE NEST STREET AND HARDY STREET HOME DEVELOPER SINGLE FAMILY CONTRACT— EXHIBIT"D" —AUDIT CERTIFICATION FORM I Fort Worth Housing Finance Corporation- Eagle Nest St. and Hardy St. Rev. 9-23-2014 AUDIT CERTIFICATION FORM AND AUDIT REQUIREMENTS Agency: Fort Worth Housing Finance Corporation Fiscal Year Ending: September 30, 201 ❑ During the fiscal year in which funds will be received, we will exceed the federal expenditure threshold of $500,000. We will have our Single Audit or Program Specific Audit completed and will submit the A-133 audit report within seven (7) months after the end of the audited fiscal year or thirty (30) days within its completion, whichever is the earlier date. ❑ During the fiscal year in which funds will be received, we will 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) Federal Expenditure Disclosure MUST be filled out if Sbi&Audit or PoMmm Audit is Pass Through Program Name & Contract Federal Grantor Grantor CFDA Number Number Expenditures Total Federal Expenditures for this Fiscal Year: Signatory and Title Date Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the federally required audit requirements described in OMB Circulars A-133 by the required due date may result in suspension of funding and may affect eligibility for future funding. Notwithstanding the above, this certification acknowledges the agency's commitment to meet all other financial reporting, financial statements, and other audit requirements as may be set forth in the Contract. HOME DEVELOPER SINGLE FAMILY CONTRACT—EXHIBIT"D"—AUDIT CERTIFICATION FORM 2 Fort Worth Housing Finance Corporation-Eagle Nest St.and Hardy St. Rev.9-23-2014 EXHIBIT "E" LOAN DOCUMENTS FORT WORTH HOUSING FINANCE CORPORATION EAGLE NEST STREET AND HARDY STREET HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibit"E"—Loan Documents Fort Worth Housing Finance Corporation—Eagle Nest St. and Hardy St. Rev. 9-23-14 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 =Fort Worth,;,' nt County, TX-S-36102 Lender: City t Worthxas, a Texas=municipal corporation Lender's Mailing Addresi.;_ .mousing cconomrwpment Department Iow=- ckmor asst. Fort Wow-Tarrant Canty, TX 76102 Loan Autity: The to=evidenced by.the Note and secured by this Deed of Trust is being made pursuant to the HOUL Invest-went Partnerships Program authorized under Title II of the Cranston- Gonzales Nnal-affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. (the "HOME P€6gram") 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—Fort Worth Housing Finance Corporation Page 1 Eagle Nest St. and Hardy St 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,_yiNether of rector not; all presently recorded and validly existing recorded instruments _cher than conveyance- the surface fee estate that affect the Property; liens described in_t is Deed of Trust; and, tax L-Aie current year. == For value received and to secure payment of the Obli n, Grantor conveys the Property to Trustee in trust. Grantor warrants and_ to defend the fiftlo the Property, subject to the Other Exceptions to Conveyance and Wd�ta payment o =,Obligation and all other amounts secured by this Deed of Trust, this Deed ofd ._.ill have�no further effect, and Lender will release it at Grantor's expense. Clauses and Covenant =_ A. Grantor's Oblig Ons Gra Ao— _-- keep the Pity in go ye_pair and condition; 2. all taxes ar d_`assessments on the Property before delinquency and provide proof Eft-_a nt of safe upon request by Lender; 3. defence=tyle toilhe Property subject to the Other Exceptions to Conveyance and Warranty and preserve 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 Eagle Nest St.and Hardy St 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 ofhe date of this Deed of Trust and deliver renewals to Lender at least fifteen days before exertion; 7. obey all laws, ordinances, and restrictive covenants 4pbble to the Property; 8. keep any buildings occupied as required by nsurance pol _- 9. if the lien of this Deed of Trust is notefirst lien, pay or cause _ paid all prior lien notes and abide by or cause to be abided by a1l--p .lien insments; and, 10. notify Lender of any change of address. ==_- B. Lender's Rights - 1. Lender may appoint in writing a substitute trustee,16cceeding to all rights and responsibilities of Trustee. - =_____ - 2. If the proceeds ofe Obligation are used to pay any debt secured by prior liens, Lender is subrogated --Q the righty and liens of the holders of any debt so paid. 3. Lender may agply_any_prgeeeds received under the insurance policy either to reduce _- the Obligati air or replace damagbd or destroyed improvements covered by the policy. If the Prpperty is Grafttofs primary residence and Lender reasonably determines that repairs to the imvements are ecodmically feasible, Lender will make the insurance proceeds available to Grantoiflw repairs. 4. M thstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payinets rece€ved by Lender from Grantor with respect to the Obligation or this Deed of Trust may, M tier'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 Eagle Nest St. and Hardy St 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_# = offering the highest bid and then have the bid credited on the Q gatio 7. Lender may remedy any default without waiv ng it and * _ maive any default without waiving any prior or subsequent default. 8. If the Property is acquired by Lend forMasure, Grantor's=right to any insurance policies and proceeds resulting from damage WWProperty prior the acquisition shall pass to Lender to the extent of the sums-secured by this De =of Trust immediately prior to the acquisition. 9. Lender or its agents may mace reas� entries_=upon and inspections of the Property. Lender shall give Borrower notice at:die tri =qtr prior to an inspection giving reasonable cause for the upon C. Trustee's Viand Duct = If directed by Lender t&fa eclosf-h slien,-Trustee will— either personally or-by.agent give notice of the foreclosure sale as required by the Texas Affiperty Code as m=in effeet 2. v' 11 and convey_Al or part of the Property "AS IS" to the highest bidder for cash with a generA- anty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance andarranty 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 Eagle Nest St. and Hardy St 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 1. 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,_ rtor will become a tenant at sufferance of the purchaser, subject to an action for forcible dinner.--_ 2. Recitals in any trustee's deed conveying the Property will N umed to be true. 3. Proceeding under this Deed of Trus _ -ling suit_for foreclosure= __ rsuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later emoted even if the time of payment of all or part of the Obligation is extended OT_pgrt of the Property Weased. 5. If any portion of the Obligation coot be lawfully s-eured by this Deed of Trust, payments will be applied first to discharge that portion:' _ 6. Grantor assign = _Lender all amounts payable to or received by Grantor from condemnation of all -art of the-Property, from private sale in lieu of condemnation, and from damages caused by publ -works. r construction On-Or near the Property. After deducting any expenses incurred, includiri attome-V =_and court and other costs, Lender will either release any remaininga is to Gra t- or apply-sudi amounts to reduce the Obligation. Lender will not be liable for fair-tocollect;car to exercise diligence in collecting any such amounts. Grantor vuill immediately_give Lender- notice of any actual or threatened proceedings for condemnation of all or part of the Property. 7. GTAntor 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 Eagle Nest St. and Hardy St 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` ll not exceed the maximum amount of non-usurious interest that may be contracted for, taken, reed, charged, or received under law. Any interest in excess of that maximum amou_ nt vill be cued on the principal of the debt or, if that has been paid, refunded. On any-acceleration or-=wired or permitted prepayment, any excess interest will be canceled- automatically as of " acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the pr -af the debt has been paid, refunded. This provision overrides a nictng_provisions in thi- 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 flrereate a lien otherwil bited by law. 10. When the context requires, singular noting and pronouns include the plural. 11. The tenn=46dudes all extensions, modifications, and renewals of the Note and all amounts secuy this Ilei of Trust. 12. This Deed .Truk binds benefits and may be enforced by the successors in interest of altt A-1- If Granrdr=tnd Bo Q quer are not the same person, the term Grantor includes B o r 171 0ve 14. €grantor and each surety, endorser, and guarantor of the Obligation waive all demand for pays, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of inity#=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 Eagle Nest St. and Hardy St 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 t_he=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 premium , 20. Lender may declare the debt secured7by this Deed of Trust imModiately payable and invoke any remedies provided in this Deed of Tri=for default if Grantor transfers any of the Property to a person who is not a permitted transferee ithmut 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- WACCEPTED SUBJECT TO THE FOLLOWING CONDITIONS AND RESTRICTIONS: The Note is th&-Mote required in City Secretary Contract No. between Grantor and Lender' atcd ., and has been executed and delivered in accordance with that contract (the "Contract"). :The. funds advanced by Lender are HOME funds and the Contract s that the residential housing located on the Property and constructed with a porhan_uf the HOME funds must qualify and remain affordable housing in Accordance with the HOME-`Program and the HOME Regulations for a specified time pe -eiod 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 Principgl.=Amount and any other sums due thereunder may be declared immediately payable ifthe 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. DEED OF TRUST—Fort Worth Housing Finance Corporation Page 7 Eagle Nest St.and Hardy St Rev.9-23-14 23. THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. FORT WORTH HOUSING FINANCE CORPORATION Jesus Chapa, General Marng.L r STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowled -_ More me on _ 2014 by Jesus Chapa, General Manager of the FoO"using k'inance C orpofation. a Texas housing finance corporation, on behalf of said corpo hone=_. Notarx Public, State of Texas AFTI1 -RECORDING RETURN TO: City of F6AVorth C/O Housings i_ Economic Development Department 1000 Throckmo _St. Fort Worth, Tarranounty TX 76102 DEED OF TRUST—Fort Worth Housing Finance Corporation Page 8 Eagle Nest St. and Hardy St 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: C/O Director of Housing and Economic I]eveiopment Department 1000 Throckmorton St. Fort Worth, Tarrant County, TX 76102 or at any other place that Lender in ay designate in wriling Principal Amount: Loan Authority: --The loan evidenced by this Note -(Ik e`f an") is being iraade pursuant to the HOME Investment Partnerships Program at thoriz_6T er Titic It of the Cranston-Gonzalez National Affordable Housing Act of 1990,-Os ame6ed =42 USC 12701 et seq. ("HOME Program") and the_H0ME Investment Partnerships ogram Final Rule, as amended, 24 CFR Part 92 eta-q. (the "HOME Regulations") with HOME funds. Annual Interest Rate: Zero-Percent(0%) Maturity Date__ Terms tPayment (peii and ii1terest): ThiMote is the Pro iii ssory Note required in City Secretary Contract No. betwe =.Borrower and Lender dated and has been executed and delivered ,,accordance with that contract (the "Contract"). The funds advanced by Lender are FlOME funds and the Contract requires that the house located on the Property and constructed= rfh 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 1 Fort Worth Housing Finance Corporation—Hardy St.&Eagle Nest St. 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 HERFTO 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 Amotiot if not otherwise forgiven. This Note is payable at the Place for Payment and according to the Te s.of Payment. All unpaid amounts are due by the Maturity Date, artless 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=Gr-the HOME Regulons or any other obligation in any instrument securing or collateral to this 1aTQte, Lender madare 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 notimdit,default. Borrower shall have a period of 30 days after such notice is given within which to cure the Aefault 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 o-fthe 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—Hardy St.&Eagle Nest St. 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, charg€ .or received under law. Any interest in excess of that maximum amount will be credited on thcipal Amount or, if the Principal Amount has been paid, refunded: On any acceleration or requ permitted prepayment, any excess interest will be canceled automatically as of the ONCeleration 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--prevision overrides any conflicting provisions in this Note and all other instrents concerning the debt. Each Borrower is responsible for all obligoOons represented by this Note. When the context requires, singular nouns and pronouns include1he p al A default exists wider this Note if(1) (,! Borrower or (b) any other person liable on any part of this Note (an "€3ther Obligated Party") fails to timely pay or perform any obligation or covenant in any written agreementbetween Lender and Borrower or such Other Obligated Party; (2) any warranty, covenant;-or representation in this Note or in any other written agreement between Lender and.Borrower or any Other Obligated Party is materially false when made; (3) a receiver is-appoir t c Borrower,any Other Obligated Party, or any property on which alien or security interest is createdas security(the "Collateral Security") for any part of this Note; (4) any Collatat Security is assigned for`the benefit of creditors; (5) a bankruptcy or insolvency proceeding=4s commenced by Borrower or an Other Obligated Party; (6) (a) a bankruptcy or insolvency prmeding is commenced against Borrower or an Other Obligated Party and (b) the proceeding conti ues without dismissal for 90 days, the party against whom the proceeding is commenced admif§=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—Hardy St.&Eagle Nest St. 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 FOLLOW1 PROMISSORY NOTE-HOME FUNDS Page 4 Fort Worth Housing Finance Corporation—Hardy St.&Eagle Nest St. Rev.09-23-14 FORT WORTH HOUSING FINANCE CORPORATION Jesus Chapa, General Manager PROMISSORY NOTE-HOME FUNDS Page 5 Fort Worth Housing Finance Corporation—Hardy St.&Eagle Nest St. Rev.09-23-14 EXHIBIT "F" REIMBURSEMENT FORMS FORT WORTH HOUSING FINANCE CORPORATION EAGLE NEST STREET AND HARDY STREET HOME DEVELOPER SINGLE FAMILY CONTRACT—Exhibit"F"—Reimbursement Forms Page I Fort Worth Housing Finance Corporation—Eagle Nest St. and Hardy St. Rev. 9-23-14 Attachment I INVOICE Developer: Fort Worth Housing Finance Corporation Address: 1000 Throckmorton Street, Fort Worth,Texas 76102 Project Site Address: Eagle Nest St. and Hardy St., Fort Worth Texas 76106 Tax: I D Period of Service: Program Amount 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: