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HomeMy WebLinkAboutContract 47043 " r CITY SEA CONTRACT NO. STATE 0t,"'TEXAS S f f�6 7I SJ I^ J q CQ 1 OF TARRANT § This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City") and Reserve at Quebec, LLC. (hereafter "Developer"), a Texas limited liability company. City and Developer may be referred to individually as a "Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance 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 and moderate income individuals and families by providing them with affordable housing; WHEREAS, Developer is a Texas limited liability company consisting of Reserve at Quebec GP, LLC, a Texas limited liability company, as Managing Member; MV Reserve at Quebec LLC, an Ohio limited liability company, as Special Member; a to-be-determined investor member, as Investor Member; and, if required by the Investor Member, an affiliate of Investor as Special Limited Partner. The Fort Worth Housing Finance Corporation, a Texas housing finance corporation and public instrumentality of the City, is the Sole Member of the Managing Member and will be the fee owner of the land on which the project will be constructed. Special Member is an affiliate of MV Residential Development, LLC, an Ohio limited liability company and affordable housing developer; WHEREAS, Developer proposes to use HOME funds for an eligible project under the HOME Regulations whereby Developer will construct, develop, own, and operate a new 296- unit mixed income multifamily rental complex in the City of Fort Worth; WHEREAS, Developer has received an award of 2015 Non-Competitive (4%) Housing Tax Credits from the Texas Department of Housing and Community Affairs and a commitment from the Tarrant County Housing Finance Corporation for multi-family bonds to finance a portion of the costs of the development of the project to be commonly known as the Reserve at Quebec Apartments ; and OF F CI L RECORD RD HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC "°"°'' "°"' Page 1 WHEREAS, City citizens and the City Council have determined that the development of quality, accessible, 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: Accessible Units means units accessible to handicapped tenants. Developer must comply with Section 504 requirements and all other applicable Federal accessibility requirements. The Required Improvements must contain 21 Accessible Units. Of these 21 units, 15 must be accessible to individuals with mobility impairments, and the other 6 must be accessible to individuals with visual or hearing impairments. 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. Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit published annually by HUD, with adjustment for the bedroom size of the housing unit as more particularly described on Exhibit "A"—Project Summary. Affordability Period means the period of time that HOME Units must be leased to HOME Eligible Households for Affordable Rent. The Affordability Period for this project is 20 years. The Affordability Period begins on the date that the project status is changed to "complete" in IDIS. Affordability Requirements means the HOME Units remain occupied by HOME Eligible Households paying Affordable Rent throughout the Affordability Period in accordance with the terms of this Contract and the HOME Regulations. 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 RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 2 Complete Documentation means the following documentation as applicable: • Attachments I and II, with supporting documentation as follows: • Proof of expense: invoices, leases, service contracts or other documentation showing the nature of the cost and that payment is due by Developer. • Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by Developer were actually paid by Developer. • Other documentation: (i) final lien releases signed by the general contractor or subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass" inspections for such work; (iii) documentation to show compliance with BDE or DBE bidding process for procurement or Contract activities, if applicable; (iv) proof of contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any other documents or records reasonably necessary to verify costs spent for the project. • Complete Documentation shall meet the standards described in Exhibit "J" — Standards for Complete Documentation. Completion means the substantial completion of the Required Improvements as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD Compliance Inspection Report and any other applicable final inspection approval from the City showing that the Required Improvements have met City and HOME standards. Completion Deadline means December 31, 2017. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means any deed of trust from Developer in favor of City covering the Property and securing the indebtedness evidenced therein and Developer's performance of the requirements of this Contract and the of the HOME Regulations, as the same may be extended, amended, restated, supplemented or otherwise modified. The form of the Deed of Trust is attached as Exhibit "E"—Loan Documents. Director means the Director of the City's Neighborhood Services Department. Effective Date means the date of this Contract is fully executed by the Parties as shown by the date written under their respective signatures. Fort Worth Housing Authority means the Housing Authority of the City of Fort Worth, Texas, a municipal housing authority. Fort Worth Housing Finance Corporation or FWHFC means the Fort Worth Housing Finance Corporation, a Texas housing finance corporation and public instrumentality of the City HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec, LLC Page 3 of Fort Worth. FWHFC shall be the owner of the Property and lease it to Developer under the terms of a long term ground lease. HOME means the HOME Investment Partnerships Program. HOME Eligible Household means a household whose annual income adjusted for family size does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances. The definition of annual income to determine tenant income eligibility shall be the definition at 24 CFR Part 5.609, as amended from time to time. HOME Funds means the HOME Program grant funds supplied by City to Developer under the terms of this Contract. HOME Regulations means the HOME Investment Partnerships Program Final Rule at 24 CFR Part 92 et seq. HOME Unit means a housing unit subject to the HOME Regulations leased to a HOME Eligible Household at Affordable Rent for the duration of the Affordability Period as further described in Exhibit "A" — Project Summary. The HOME Units can be designated as either High and/or Low HOME units. The HOME Units are floating. This project contains 25 Home Units. Of these HOME Units, 5 are one-bedroom units, 14 are two-bedroom units, and 6 are three-bedroom units. High HOME Unit means a unit that must be leased to High HOME Eligible Tenant for High HOME Rent. High HOME Units can float among units that are materially similar in number of bedrooms, square footage, and amenities; however, if the units are not materially similar, then the High HOME units must be fixed. This project contains 20 High HOME Units. Of these High HOME Units, 4 are one- bedroom units, 11 are two-bedroom units, and 5 are three-bedroom units. High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High HOME Unit, a tenant whose annual income adjusted for family size does not exceed 60% of AMI, and (ii) for a tenant who is not the first to occupy a High HOME Unit, a tenant whose annual income adjusted for family size does not exceed 80% of AMI. Tenant income must be verified using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject to the income verification requirements of Section 7.2. High HOME Rent means a rent amount that is the lesser of(i)the HUD-established Fair Market Rent for existing comparable housing units in the area, or (ii) 30% of the adjusted income of a family whose annual income equals 65% of AMI with adjustment for the bedroom size of the housing unit. High Home Rent may not exceed the maximum rent limitations set by HUD minus utility allowances. For the purposes of this Contract, "utility allowances" are those monthly HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 4 allowances for utilities (excluding telephone) published annually by the Fort Worth Housing Authority. Housing Tax Credits means the federal housing tax credits allocated by the Texas Department of Housing and Community Affairs under Section 42(h) of the Internal Revenue Code of 1986, as amended. HUD means the United States Department of Housing and Urban Development. IDIS means Integrated Disbursement Information System, HUD's project tracking system. Investor means the entity purchasing the housing tax credits, and any successors and assigns. Loan means the HOME Funds provided to Developer by City under the terms of this Contract as more particularly described in the Loan Documents. Loan Documents means security instruments which Developer or any other party has executed and delivered to City including without limitation, the City's Promissory Note and Deed of Trust, or any other similar security instruments evidencing, securing or guaranteeing City's interest in the Required Improvements constructed under this Contract and further evidencing, securing, or guaranteeing Developer's performance of the Affordability Requirements during the Affordability Period, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Low HOME Eligible Tenant means a tenant whose annual income adjusted for family size does not exceed 50% of AMI set by HUD. Tenant income must be verified using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject to Section 7.2 of this Contract. Low HOME Rent means a rent amount that is no more than 30% of the annual income of a family at 50% of AMI adjusted for family size. Low Home Rent may not exceed the maximum rent limitations established by HUD minus utility allowances. For the purposes of this Contract, "utility allowances" are those monthly allowances for utilities (excluding telephone) published annually by the Fort Worth Housing Authority. Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant for Low HOME Rent. Low HOME Units can float among units that are materially similar in number of bedrooms, square footage, and amenities; however, if the units are not materially similar, then the Low HOME units must be fixed. If there are more than 5 HOME Units, then 20% of the total HOME units must be designated as Low. This project contains 5 Low HOME Units. Of these Low HOME Units, 1 is a one- bedroom unit, 3 are two-bedroom units and 1 is a three-bedroom unit. MVAH means MV Affordable Housing, LLC, an Ohio limited liability company, an affiliate of MV Residential Development, LLC. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 5 MVAH Loan means the HOME funds provided to MVAH by City under the terms of the MVAH Loan Documents to be immediately loaned to Developer to be used as HOME Funds provided herein for all purposes. Payment of the MVAH Loan will be deferred and will be forgiven at the end of the Affordability Period provided Developer meets all the terns and condition of this Contract and the MVAH Loan Documents. MVAH Loan Documents means the Loan Agreement, the Third Lien Promissory Note and the Third Lien Deed of Trust. Neighborhood Services Department means the City's Neighborhood Services Department. Plans means the plans and specifications related to the Required Improvements prepared by the Developer's architect which have been delivered to and then reviewed and approved by City on or before the Effective Date, and any and all amendments thereto approved by City. Promissory Note means any note in the amount of the HOME Funds executed by Developer payable to the order of City, as the same may be extended, amended, restated, supplemented or otherwise modified. The form of the Promissory Note is attached as Exhibit "E" — Loan Documents. Property means the land on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. Permanent Supportive Housing Program or PSH Program means the combination of dedicated PSH Units and the accompanying supportive services provided by the Supportive Services Provider to the tenants of the PSH Units as further described in Exhibit "L" — Requirements For Permanent Supportive Housing Units. Permanent Supportive Housing Tenant means a tenant of the PSH Units. Permanent Supportive Housing Unit or PSH Unit means a housing unit for which supportive services are provided to assist homeless persons with disabilities to live independently as further described in Exhibit "L" — Requirements For Permanent Supportive Housing Units. The PSH Units may also be HOME Units. This project contains 16 PSH Units. Supportive Services Provider or SSP means the service provider retained by FWHFC at its costs to provide supportive services to the PSH Tenants as further described in Exhibit "L" — Requirements For Permanent Supportive Housing Units. Required Improvements or the project means all the improvements for a 296-unit mixed income affordable multifamily rental housing project to be constructed on the Property, together with all fixtures, tenant improvements and appurtenances now or later to be located on the Property and/or in such improvements. The Required Improvements are commonly known as HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 6 the Reserve at Quebec Apartments. The project is located north of Northwest Centre Drive between Buda Lane and Quebec Street, Fort Worth, TX 76135 Reimbursement Request means all reports and other documentation described in Section 10. Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of 1973 to provide accessible housing to persons with disabilities. Section 504 requires that 5% of the units (but not less than 1 unit) in a newly constructed multifamily project must be accessible to individuals with mobility impairments, and an additional 2% of the units (but not less than 1 unit) must be accessible to individuals with sensory impairments. Subordination Agreement means the Subordination Agreement among Developer's construction and permanent financing lender, Developer and City outlining the relative priorities of the construction and permanent loan and the City's Loan for the project. TDHCA means the Texas Department of Housing and Community Affairs. Tenant Documentation means any documentation allowed under the definition of annual income in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible Household. Documentation may include but is not limited to copies of paychecks, Social Security and disability verification letters, interest or rental income statements, retirement income statements, child support and alimony verification, unemployment benefit letters, and the like for initial tenant income eligibility verifications, and the tenant income verification required every 6th year of the Affordability Period. Documentation for tenant income eligibility verifications for other than the initial lease and the 61h year of the Affordability Period shall be a City-approved income self-certification form. 3. TERM AND EXTENSION. 3.1 Term of Contract. The term of this Contract commences on the Effective Date and terminates in 5 years unless earlier terminated as provided in this Contract. 3.2 Extension of Contract. This Contract may be extended for 2 one-year extensions upon Developer submitting a request for an extension in writing at least 60 days prior to the end of the Contract term. The request for extension shall include the reasons for the extension, and Developer's anticipated budget, construction schedule and goals for the extended term. It is specifically understood that it is within City's sole discretion whether to approve or deny Developer's request for an additional term. Any such extension shall be in the form of an amendment to this Contract. 3.3 Term of Loan. The term of the Loan shall commence on the date of the Promissory Note and terminates (i) for the repayment of$1,500,000.00 of the HOME funds, 20 years later; (ii) for the forgivable $2,000,000.00 proceeds of the MVAH Loan, the termination of the Affordability Period; and (iii) for Developer's performance of the Affordability Requirements, the termination of the HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 7 Affordability Period, so long as the terms and conditions of this Contract and the Loan Documents have been met. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide HOME Funds. City shall provide up to $1,500,000.00 of HOME Funds in the form of the Loan for part of the cost of acquisition of the Property and construction of the Required Improvements, under the terms and conditions of this Contract and the Loan Documents. 4.2 City Will Monitor. City will monitor the activities and performance of Developer and any of its contractors, subcontractors or vendors throughout the Affordability Period, but no less than annually as required by 24 CFR Part 92.504. 5. DUTIES AND RESPONSIBILITIES OF DEVELOPER. 5.1 Construction of Required Improvements. Developer shall complete the construction of the Required Improvements as described in Exhibit "A" —Project Summary in accordance with the Plans, the schedule set forth in Exhibit "C" - Construction and Reimbursement Schedule, and the terms and conditions of this Contract. 5.1.1 Written Cost Estimates, Construction Contracts and Construction Documents. Developer shall submit any construction contracts and construction documents to City to show the work to be undertaken for the Required Improvements in sufficient detail that City can perform all required inspections in accordance with 24 CFR Part 92.251 (a)(2)(iv). City shall review written cost estimates for the construction of the Required Improvements to determine that such costs are reasonable. In the event City in its reasonable discretion determines that such costs are unreasonable, Developer shall revise said costs estimates to City's satisfaction. 5.2 Use of HOME Funds. 5.2.1 Costs in Compliance with HOME Regulations and Contract. Developer shall be reimbursed for eligible project costs with HOME Funds only if City determines in its sole discretion that: 5.2.1.1 Costs are eligible expenditures in accordance with the HOME Regulations. 5.2.1.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. 5.2.1.3 Complete Documentation, as applicable, is submitted by Developer. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 8 5.2.2 BudIlet. Developer agrees that the HOME Funds will be paid on a reimbursement basis in accordance with Exhibit "B" - Budget and Exhibit "C" - Construction and Reimbursement Schedule. Developer may increase or decrease line item amounts in the HOME Funds Budget with the Director's prior written approval, which approval shall be in the Director's sole discretion. Any such increase or decrease in line items in the Budget shall comply with Section 5.2.1,Exhibit"A—Project Summary, and shall not increase the total amount of HOME Funds. 5.2.3 Change in Budget. 5.2.3.1 Developer will notify City promptly of any additional funds it receives for construction of the project, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. 5.2.3.2 Developer agrees to utilize the HOME Funds to supplement rather than supplant funds otherwise available for the project. 5.3 Payment of HOME Funds to Developer. HOME Funds will be disbursed to Developer upon City's approval of Developer's Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. As more particularly described in the HOME Funds Budget, City will hold back $150,000.00 of the HOME Funds until City verifies that the first HOME Unit has been leased to a HOME Eligible Household. It is expressly agreed by the Parties that any HOME Funds not reimbursed to Developer shall remain with City. 5.4 Identify Project Expenses Paid with HOME Funds. Developer will keep accounts and records in such a manner that City may readily identify and account for project expenses reimbursed with HOME Funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.5 Acknowledgement of City Payment of HOME Funds. Within 90 days of Completion, Developer shall sign an acknowledgement that City has paid all HOME Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying all or any portion of the HOME Funds that City has not paid to Developer. Once City has met all of its obligations for payment of HOME Funds hereunder, an officer of Developer shall sign an acknowledgement of same. 5.6. Security for City's Interest and Developer's Performance. To secure City's interest in the Required Improvements and the performance of Developer's obligations hereunder, Developer shall execute the Loan Documents and record the Deed of Trust encumbering the Property at the earlier of(i) the acquisition of the Property, or (ii) the closing of Developer's construction loan. No HOME Funds will be paid or reimbursed until the Deed of Trust is recorded. The City's interest in preserving the affordability of the HOME Units will be additionally secured by the Declaration of Land Use Restrictive Covenants ("LURA") established and enforced by TDHCA for the Housing Tax Credits. The TDHCA's HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 9 LURA shall restrict the project and Property to certain occupancy and rent requirements for a period of 40 years. 5.6.1 Loan Terms and Conditions. Developer will be required to: 5.6.1.1 Execute and deliver 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 Policy of title insurance in the amount of the Loan. 5.6.1.3 Pay all costs associated with closing the Loan. 5.6.1.4 Provide City with an estimated settlement statement from the title company at least 3 business days before closing. 5.6.1.5 Ensure City's lien is subordinate only to the senior indebtedness described in the Subordination Agreement. City must approve in writing any secured financing for the project that is to be subordinate to the Loan. The MVAH Loan, which is subordinate to the Loan, is hereby approved. 5.6.1.6 The term of the Loan shall be as specified in Section 3.3. 5.6.1.7 Interest on the Loan shall accrue at the lesser of the Long Term Applicable Federal Rate in effect on the date of the Promissory Note, or 1% per annum. Payment of principal and interest on the Loan, (but for the avoidance of doubt, not the MVAH Loan), shall be based on a 40 year amortization schedule. Principal and interest shall be due and payable in equal annual installments beginning on the earlier of(i) 30 days after the occupancy rate of the project has reached 93% for 12 consecutive months, or (ii) 24 months after the initial Certificate of Occupancy is issued for the project, and continuing annually thereafter until the maturity date of the Loan as described in the Promissory Note. Any payments will be applied first to accrued interest and the remainder to reduction of the principal amount. 5.6.1.8 The proceeds of the MVAH Loan, as further described in the MVAH Loan Documents shall be immediately loaned by MVAH to Developer for use as described in this Contract. The $2,000,000.00 proceeds of the MVAH Loan shall thereafter be considered proceeds of the Loan and HOME Funds for all purposes hereunder other than payment. Repayment of the $2,000,000.00 shall be deferred and forgiven at the end of the Affordability Period provided that all terms of this Contract and the MVAH Loan Documents are met. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 10 5.6.1.9 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract or the HOME Regulations including but not limited to the Affordability Requirements and other HOME requirements. The Deed of Trust shall secure both repayment of the HOME Funds and performance by Developer of its obligations under this Contract during the Affordability Period. 5.6.1.10 Except for permanent loan conversion with Developer's permanent lender, refinancing by Developer, or any subordinate financing other than that approved herein or otherwise by City, shall require the review and prior written approval of City for the purpose of ensuring compliance with the underwriting and subsidy layering requirements of the HOME Regulations, which approval shall not be unreasonably withheld, conditioned or delayed. 5.6.1.11 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 Affordability Requirements. Developer shall ensure that the HOME Units shall be occupied by HOME Eligible Households throughout the Affordability Period as required by the HOME Regulations. Developer must notify the City in writing within 30 days of either of the following occurrences: (i) a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, or (ii) a HOME Unit remains vacant for more than 90 days. In the event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, Developer shall have 30 days to determine if a market rate tenant qualifies as a HOME Eligible Household or fill an empty market rate unit with a HOME Eligible Household. If either (i) or (ii) takes place and is not cured within the time limits described in this Section, then Developer shall pay to City 10% of the Loan amount as liquidated damages. The Parties agree that City's actual damages in the event of either (i) or (ii) happening and remaining uncured are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant or other federal grant funds. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to City is liquidated damages and not a penalty. 5.8 Affordability Requirements Survive Transfer. The HOME Units must remain affordable without regard to the term of any mortgage or transfer of ownership, pursuant to the terms of the Loan Documents, any deed restrictions or other mechanism provided by HUD. Any sale or transfer of the project during the Affordability Period, excluding a transfer due to condemnation or to obtain utility services, may at City's sole discretion require the repayment of the HOME Funds unless the new owner or transferee affirmatively assumes in writing the obligations established hereunder for the HOME Units for whatever time remains of the Affordability Period. Failure of the new owner or transferee to promptly assume all of Developer's obligations under this Contract and the Loan Documents will result in immediate termination of this Contract and any HOME Funds already paid to HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 11 Developer must be repaid to City within 30 days of such termination. In addition, City may pursue any of its remedies under the Loan documents if the new owner or transferee fails to assume Developer's obligations to maintain the Affordability Requirements throughout the Affordability Period. 6. CONSTRUCTION. 6.1. Construction Schedule. Developer will construct the Required Improvements in accordance with the schedule set forth in the attached Exhibit "C" — Construction and Reimbursement Schedule. Developer shall not begin construction until City sends a Notice to Proceed. Developer's failure to meet the Construction Schedule or the Completion Deadline shall be an event of default. Subject to Section 14.19, Developer may not change the Construction Schedule without the Director's prior written approval, which approval shall be in the Director's reasonable discretion. 6.1.1 Written Cost Estimates Construction Contracts and Construction Documents. Developer shall furnish City with the written cost estimates, construction contracts and construction documents (collectively, the "Construction Documents") all of which shall describe the construction of the Required Improvements in sufficient detail so that City can perform inspections. City shall review and approve written cost estimates and determine that costs are reasonable prior to the commencement of construction. 6.1.2 Construction Inspections. City will conduct progress and final inspections of construction of the project to ensure that the work is done in accordance with the applicable building codes and the Construction Documents. The construction of the project must pass a Neighborhood Services 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 building inspectors at the completion of the construction of the project. 6.2 Applicable Laws, Building Codes and Ordinances. The Plans and construction for the Required Improvements shall (i) conform to all applicable Federal, state, City and other local laws, ordinances, codes, rules and regulations, including the HOME Regulations; (ii) meet all City building codes; (iii) meet the Energy Conservation requirements as required by the State of Texas in Chapter 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; and (v) must pass a HUD Compliance Inspection Report and inspection by City's Neighborhood Services Department inspectors. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 12 6.3 Pro_ perty Standards During Construction. Developer shall comply with the following as applicable during the construction of the Required Improvements: (i) the Property Standards in 24 CFR Part 92.251(a), (ii) accessibility standards under 24 CFR Part 92.251(a)(2)(i), (iii) any City property standards, and (iv) all other applicable accessibility standards for the project. 6.4 Lead-Based Paint Requirements. Developer will comply with any applicable Federal lead-based paint requirements including lead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair and Painting Program Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the Required Improvements. 6.5 Approval of Plans and Specifications 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 contractors or subcontractors, or their respective officers, agents, employees and lower tier subcontractors, for the accuracy or the competency of the Plans or the Construction Documents, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other documents; or (ii) an assumption of any responsibility or liability by City for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and 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, Subcontractor and Vendor 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 and the operation of the project when applicable. Developer shall ensure that all contractors utilized by Developer, subcontractors utilized by Developer's general contractor in the construction of the Required Improvements, or vendors utilized by Developer in the operation of the project are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by the City, the State of Texas, or the Federal government. For purposes of this Contract, the term "vendors" does not include suppliers or materialmen. Developer acknowledges that 24 CFR Part 85.35 forbids Developer from hiring or continuing to employ any contractor, subcontractor or vendor that is listed on the Federal System for Award Management,www.sam.gov ("SAM"). Developer must confirm by search of SAM that all contractors, subcontractors or vendors are not listed by SAM as being debarred, both prior to hiring and prior to submitting a Reimbursement Request which includes invoices from any such contractor, subcontractor, or vendor. Failure to submit such proofs 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 such contractor, subcontractor or vendor to immediately stop work on the project and Developer shall not be reimbursed for any work performed by such contractor, subcontractor or vendor. However, this Section should not be construed to be an assumption of any responsibility or liability by City for the determination of HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec, LLC Page 13 the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to the SAM shall survive the termination of this Contract and be applicable for the length of the Affordability Period. 6.7. Furnish Complete Set of"As Built" Plans. Developer shall furnish City a complete set of "as built" or marked-up plans for the project at completion of construction after all final approvals have been obtained. 7. TENANT AND LEASE REQUIRMENTS; PROPERTY STANDARDS DURING AFFORDABILITY PERIOD. 7.1 Income Eligibility. Developer must use the definition of annual income used by 24 CFR 5.609 to establish tenant income eligibility. Developer shall use the most current HUD Income Guidelines. Developer shall maintain Tenant Documentation sufficient to show that the HOME Units are occupied by HOME Eligible Households. This Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Affordability Period. 7.2 Income Verification. 7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible Households with full Tenant Documentation at the time the initial lease for a HOME Unit is executed. Tenants must certify the number of people in tenant's household along with such person's names and ages. Developer shall obtain financial information on all members of a tenant's household. 7.2.2 Developer must verify the income of the tenants of the HOME Units annually after the initial lease is executed, but may use a City-approved tenant self-certification form as Tenant Documentation. Notwithstanding the foregoing, Developer must verify the income eligibility of all HOME Eligible Households with full Tenant Documentation every 6th year of the Affordability Period. 7.2.3 Developer must maintain copies of Tenant Documentation as required under this Contract. 7.2.4 City will review Tenant Documentation during the Affordability Period as part of its monitoring. 7.3 Tenant Lease. 7.3.1 Developer shall submit to City the form of its tenant lease prior to leasing any HOME Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253 regarding the following issues: HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 14 7.3.1.1 Length of lease term shall not exceed 2 years and may not be shorter than 1 year. 7.3.1.2 Lease may not include agreement by tenant to allow landlord to take, hold or sell tenant's personal property without notice and a court decision on the rights of the parties. 7.3.1.3 Lease may not include agreement by the tenant to excuse owner or owner's agents from responsibility for any action or failure to act, whether intentional or negligent acts. 7.3.1.4 Lease may not authorize landlord to institute a lawsuit without notice to the tenant. 7.3.1.5 Lease may not include agreement by tenant to waive a jury trial or right of appeal. 7.3.1.6 Lease may not include an agreement by tenant to pay legal costs of court proceeding even if the tenant prevails in those proceedings regardless of outcome. 7.3.1.7 Lease may not include an agreement by the tenant to be sued, to admit guilt or to a judgment in favor of the owner in a lawsuit brought in connection with the lease. 7.3.1.8 Lease may not include an agreement by the tenant that the owner may evict the tenant or household members without instituting civil court proceedings in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties. 7.3.1.9 Lease may not include an agreement by the tenant to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. 7.3.1.10 Lease may not include an agreement by the tenant to accept supportive services that are offered. 7.3.2 Termination of Tenancy of HOME Units. Developer may not terminate the tenancy of a HOME Eligible Household in a HOME Unit except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable federal, state or local laws; or for other good cause. Good cause does not include an increase in the income of the HOME Eligible Household. To terminate or refuse to renew the tenancy, Developer must serve written notice upon the tenant specifying the grounds for the action at least 30 days before the termination of tenancy. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 15 7.3.3 Revised Lease Forms. Developer shall provide City copies of revised lease forms within 30 days of any change to its lease form. All changes to Developer's lease form shall comply with the requirement of Section 7.3.1. 7.4 Tenant Household Characteristics. 7.4.1 Developer shall provide City with the information about the household characteristics of the first tenant renting a HOME Unit on Exhibit "G" — Project Compliance Report: Rental Housing. 7.4.2 At City's request, Developer shall provide demographic information on all tenants in the project in order to show compliance with Section 7.7 during the Affordability Period. 7.5 Tenant Rent. 7.5.1 Rents charged to tenants of the HOME Units are subject to 24 CFR 92.252 (a) and (b) and are subject to review and approval by City at initial lease up and prior to any rent increases. Under no circumstances may the maximum rent charged to tenants of HOME Units exceed the High Home Rent minus utility allowances (excluding telephone). Developer agrees to abide by HUD-approved schedules of HOME rent levels and the locally adopted utility allowances published annually by the Fort Worth Housing Authority. 7.5.2 City shall provide Developer with information on updated HOME rent limits so that rents may be adjusted (not to exceed the maximum HOME rent limits). Developer shall provide City annually with information on rents and occupancy of the HOME Units to demonstrate compliance with 24 CFR Part 92.252 (a) and (b). City shall review the rents for compliance and approve or disapprove them every year. 7.5.3 Any increase in rents for the HOME Units is subject to the provisions of any outstanding leases for said units. Developer shall provide tenants of the HOME Units with not less than 30 days prior written notice before implementing any increase in rents. 7.6 Tenant Selection. Within 90 days of the Effective Date, Developer must submit to City for City's approval Developer's tenant selection policy and criteria that address the following: 7.6.1 The tenant selection policy must be consistent with the purpose of providing housing for very low and low income persons. 7.6.2 The tenant selection policy must provide for: 7.6.2.1 Selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 16 7.6.2.2 Prompt written notification to any rejected applicant of the grounds for such rejection; and 7.6.2.3 Bi-lingual leasing and management assistance. 7.6.3 Holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or similar subsidy) must not be excluded from renting a unit in the project. 7.6.4 The tenant selection policy must address non-discrimination and affirmative marketing as discussed in Section 7.7. 7.6.5 Developer must market Accessible Units in the following order: 7.6.5.1 Within the project to persons requiring an accessible unit. 7.6.5.2 To persons on the waiting list requiring an accessible unit. 7.6.5.3 To the general community for persons requiring accessible unit. 7.6.5.4 To persons that do not require an accessible unit. 7.6.6 The tenant selection policy must (i) address the lease requirements described in Section 7.3, (ii) address managing HOME Unit requirements, and (iii) must comply with state and local tenant/landlord laws. 7.7 Affirmative Marketinf. Developer must adopt and implement affirmative marketing procedures as required by 24 CFR 92.351 if the project involves the construction of 5 or more HOME Units. The procedures and requirements must include methods for informing the public, owners and potential tenants about fair housing laws and policies so as to ensure that all individuals are given an equal opportunity to participate in the project without regard to sex, age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender. The procedures shall include methods to be used by Developer to inform and solicit applications for tenancy from person in the housing market area who are not likely to apply for the housing without special outreach (e.g., through the use of community organizations, places of worship, employment centers, fair housing groups, or housing counseling agencies.)The procedures and requirements must designate an individual who will be responsible for marketing the project and must establish a clear application screening plan. Developer's affirmative marketing procedures must be submitted to City for approval prior to implementation; provided however, City shall have no responsibility for affirmative marketing of the project. 7.7.1 Developer shall keep records describing actions taken to affirmatively market the HOME Units and the project sufficient to enable City to assess the results of the affirmative marketing. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 17 7.8 Property Inspections During Initial Lease-Up of HOME Units; Annual Inspections of HOME Units. City shall inspect units in the project before they are placed into service. City shall inspect the HOME Units prior to a HOME Eligible Household occupying such unit to ensure that each HOME Unit meets the appropriate HOME standards. Thereafter, City will inspect the HOME Units annually. 7.9 Project Maintenance and Inspections DurinI4 Affordability Period. Developer shall ensure that the project is maintained in accordance with all applicable HUD property standards for the duration of the Affordability Period, which at a minimum shall be those property standards required in 24 CFR Part 92. City will verify maintenance of the project to these standards through on-site inspections every year. 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 conducted and completed an environmental review and completed an Environmental Review Record as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including if applicable, property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance. Any violation of this Section will (i) cause this Contract to terminate immediately; (ii) require Developer to repay to City any HOME Funds received and forfeit any future payments of HOME Funds; and (iii) Developer must pay 10% of the HOME Funds to City as liquidated damages. The Parties agree that City's actual damages in the event of Developer violating this Section are uncertain and would be difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant or other Federal grant funds. Therefore, the Parties agree that payment of 10% of the Loan amount by Developer to City under this Section is liquidated damages and not a penalty. 8.1.1 Mitigation. Developer must take the mitigation actions outlined in Exhibit "A-2" — Environmental Mitigation Actions. 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 and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec, LLC Page 18 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, the terms of this Contract and the Loan Documents during the Affordability Period. Developer will provide reports and access to project files as requested by City during the Affordability Period and for 5 years after it ends. 8.3.2 Representatives of City, HUD, HUD Office of the Inspector General, and the United States Comptroller General shall have access during regular business hours, upon at least 48 hours prior notice, to Developer's offices and records and to Developer's officers and agents that are related to the use of the HOME Funds and the requirements of the HOME Regulations during the Affordability Period, and to Developer's officers, 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. After each monitoring visit, City shall provide Developer with a written report of the monitor's findings. If the monitoring report notes deficiencies in Developer's performance, the report shall include requirements for the timely correction of said deficiencies by Developer. Failure by Developer to take the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein, or City may take all actions allowed in the Loan Documents. 8.3.4 Developer shall annually provide to City the results of any state or federal monitoring related to the project including any monitoring by TDHCA. Such results shall be submitted annually to City with the submission of its annual audit and financial statements. 8.3.5 This Section 8.3 shall be applicable for the duration of the Affordability Period 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" — Federal Labor Standards Provisions - Davis-Bacon Requirements. 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. Developer shall establish written procurement procedures to ensure that materials and services are obtained in a cost effective manner HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 19 8.7 Cost Principles/Cost Reasonableness. The eligibility of costs incurred for performance rendered shall be determined in accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost reasonableness and allocability. 8.8 Financial Manauement Standards. Developer agrees to adhere to the accounting principles and procedures required in 2 CFR Part 200, as applicable, utilize adequate internal controls, and maintain necessary supporting and back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part 200.303. 8.9 Uniform Administrative Requirements. Developer will comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably equivalent procedures and requirements that City may require. 8.10 Compliance with FFATA and Whistleblower Protections. Developer shall provide City with all necessary information for City to comply with the requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and Transparency Act ("FFATA") governing requirements on executive compensation and provisions governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. 8.10.1 Developer shall provide City its DUNS number prior to the payment of any Reimbursement Requests. 8.11 Internal Controls. In compliance with the requirements of 2 CFR 200.303, Developer shall: 8.11.1 Establish and maintain effective internal control over the HOME Funds that provides reasonable assurance that Developer is managing the HOME Funds in compliance with federal statutes, regulations, and the terms and conditions of this Contract. These internal controls shall be in compliance with guidance in "Standards for Internal Control in the Federal Government" issued by the Comptroller General of the United States or the "Internal Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"); 8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this Contract; 8.11.3 Evaluate and monitor Developer's compliance with statutes, regulations and the terms and conditions of this Contract; 8.11.4 Take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; and HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 20 8.11.5 Take reasonable measures to safeguard protected personally identifiable information and other information that HUD or City designates as sensitive or Developer considers sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and obligations of confidentiality. 8.12 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. 8.13 Terms Applicable to Contractors, Subcontractors and Vendors. Developer understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which are in any way paid with HOME Funds or who perform any work in connection with the project. Developer shall cause all applicable provisions of this Contract to be included in and made a part of any contract or subcontract executed in the performance of its obligations hereunder, including its obligations regarding the Affordability Requirements and the HOME Regulations during the Affordability Period. Developer shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance with the Affordability Requirements, the HOME Regulations and Contract provisions. Developer is responsible to cure all violations of the HOME Regulations committed by its contractors, subcontractors or vendors. City maintains the right to insist on Developer's full compliance with the terms of this Contract and the HOME Regulations and Developer is responsible for such compliance regardless of whether actions to fulfill the requirements of this Contract or the HOME Regulations are taken by Developer or by Developer's contractors, subcontractors or vendors. Developer acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Affordability Period and for 5 years thereafter. 8.14 Payment and Performance Bonds. Subject to the requirements of 24 CFR Part 85.36, Developer shall furnish City with payment and performance bonds in a form acceptable to City in the amount of the construction cost for the project but not less than$3,500,000.00,the total amount of the Loan and the MVAH Loan. 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 as well as all Tenant Documentation. Developer will maintain all records and documentation related to this Contract for 5 years after HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 21 the end of the Affordability Period. If any claim, litigation, or audit related to this Contract or the project 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. City representatives 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 throughout the Affordability Period and for 5 years thereafter. Such access shall be during regular business hours upon at least 48 hours prior notice. 9.2 Reports. Developer will submit to City all reports and documentation described in this Contract in such form as City may prescribe. Developer may also be required to submit a final performance and/or final financial report if required by City at the termination of this Contract and/or the termination of the Loan in such form and within such times as City may prescribe. Failure to submit any report or documentation to City required by this Contract shall be an event of default and City may exercise all of it remedies for default under this Contract and Loan Documents. City shall not exercise its rights hereunder for default until its gives Developer 30 days' notice of such failure and Developer has failed to cure such default. 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 Change in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at its reasonable discretion. City will notify Developer in writing at least 30 days prior to the effective date of such change, and the Parties shall execute an amendment to the Contract reflecting such change if necessary. 9.4 City Reserves the RiLht 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 and during the Affordability Period and for 5 years thereafter, if City determines that such audit is necessary for City's compliance with the HOME Regulations or other City 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 and/or other contract(s) 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 RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 22 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 the project, if necessary; and 10.2.2 Proof that each expense was paid by Developer, which proof can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3. Deadline for Submitting Reimbursement Requests. All Reimbursement Requests along with Complete Documentation shall be submitted by Developer to City within 60 calendar days from each of the deadlines as shown in Exhibit "C" — Construction and Reimbursement Schedule. 10.3.12 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30 CALENDAR DAYS OF THE COMPLETION DEADLINE. 10.3.3 Final Payment. Developer shall not be reimbursed for Final Payment until it submits Exhibit "G" — HOME Project Compliance Report to City. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 23 10.4 Withholding Payment. CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION. 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin or Complete the Required Improvements 11.1.1 If Developer fails to begin construction within 9 months of the Effective Date, this Contract shall automatically terminate without further warning or opportunity to cure, and with no penalty or liability to City. 11.1.2 If City determines that the Required Improvements were not completed by the Completion Deadline (as may be modified in accordance with Section 14.19) or have failed to pass any of the inspections described in Section 6.1.1 (or to promptly correct any noted deficiency and subsequently pass such inspection), City shall have the right to terminate this Contract with no penalty or liability to City, with such termination to be effective immediately upon written notice. City shall also be entitled to demand repayment of the HOME Funds and enforce any of the provisions of Loan documents for default. 11.2 Failure to Submit Complete Documentation During Construction. 11.2.1 If Developer fails to submit all applicable Complete Documentation during construction of the Required Improvements in accordance with Exhibit "C" — Construction and Reimbursement Schedule, or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or the HOME Regulations as determined by City, City will notify Developer in writing and the Developer will have 15 calendar days from the date of the written notice to submit or resubmit any such report or documentation. If Developer fails to submit or resubmit any such report or documentation within such time, City shall have the right to withhold payments. If such failure continues for an additional 15 days (a total of 30 days) City shall have the right to terminate this Contract effective immediately upon written notice of such intent 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 not in compliance with this Contract or the HOME Regulations. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or the HOME Regulations as determined by City, City will notify Developer in writing of such default and the Developer will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If the Developer fails to cure the default within such time, Developer shall forfeit any payments otherwise due under such Reimbursement Request. If such failure to resubmit such Reimbursement Request continues for an additional 15 days (a total of 30 days) the City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein, HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 24 City will not be required to pay any HOME Funds to Developer during the period that any such Reimbursement Request is not in compliance with this Contract or the HOME Regulations. 11.2.3 In the event of more than 3 instances of default, cured or uncured, under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the project, City reserves the right at its sole option to terminate this Contract effective immediately upon written notice of such intent 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 Requests, reports or documentation are past due or are not in compliance with this Contract or the HOME Regulations, or during any period during which Developer is in default of this Contract. 11.2.5 In the event of termination under this Section 11.2, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to City within 30 days of termination under this Section. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. For clarification, the defaults and related remedies set out in this Section 11.2 are not intended to arise from mathematical errors or other minor defects in a Reimbursement Request. 11.3 Failure to Submit Required Reports and Documentation During Affordability Period. If Developer fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract after the Required Improvements are completed, or if the submitted report or documentation is not in compliance with this Contract or the HOME Regulations as determined by City, City will notify Developer in writing and the Developer will have 30 calendar days from the date of the written notice to obtain or recreate the missing records or documentation, or submit or resubmit any such report or documentation to City. If Developer fails to maintain the required reports or documentation, or submit or resubmit any such report or documentation within such time, City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. In the event of termination under this Section 11.3, any HOME Funds paid to Developer must be repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. 11.4 In General. 11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided otherwise in this Contract, Developer shall be in default if Developer breaches any term or condition of this Contract. In the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be specified herein), or if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by both Parties HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec, LLC Page 25 mutually and in good faith, City shall have the right to elect, in City's sole discretion, to (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to Developer, or(iii)pursue any other legal remedies available to City. 11.4.2 City's remedies may include: 11.4.2.1 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, including extending the Affordability Period. 11.4.2.2 Direct Developer to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 11.4.2.3 Cancel or revise activities likely to be affected by the performance deficiency, before expending HOME Funds for the activities. 11.4.2.4 Reprogram HOME Funds that have not yet been expended from affected activities to other eligible activities or withhold HOME Funds. 11.4.2.5 Direct Developer to reimburse City in any amount of HOME Funds not used in accordance with the HOME Regulations. 11.4.2.6 Suspend reimbursement of HOME Funds for affected activities. 11.4.2.7 Any other appropriate action including but not limited to any remedial action legally available such as declaratory judgment, specific performance, damages, temporary or permanent injunctions, termination of this Contract or any other contracts with Developer, and any other available remedies. 11.4.3 In the event of termination under this Section 11.4, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. 11.5 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 City's satisfaction. 11.6 No Compensation After Date of Termination. In the event of termination, Developer shall not receive any HOME Funds in compensation for work undertaken after the date of termination. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 26 11.7 Rights of City Not Affected. Termination shall not affect or terminate any of the existing rights of City against Developer, or which may thereafter accrue because of such default, and this provision shall be in addition to any and all other rights and remedies available to City under the law and Loan Documents including, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terms of the Contract. Such termination does not terminate any applicable provisions of this Contract that have been expressly noted as surviving the term or termination of this Contract. No delay or omission by City in exercising any right or remedy available to it under this Contract shall impair any such right or remedy or constitute a waiver or acquiescence in any Developer default. 11.8 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a breach of any term, covenant, or condition of this Contract shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. 11.9 Civil, Criminal and Administrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or administrative penalties, including, but not limited to those set out in this Contract. 11.10 Termination for Cause. 11.10.1 City may terminate this Contract in the event of Developer's default, inability, or failure to perform, subject to notice, grace and cure periods. In the event City terminates this Contract for cause, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds and any HOME Funds already paid to Developer must be repaid to City within 30 calendar days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. DEVELOPER ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT FOR CAUSE, NEITHER DEVELOPER NOR ANY AFFILIATES OF DEVELOPER SHALL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. 11.10.2 Developer may terminate this Contract if City does not provide the HOME Funds substantially in accordance with this Contract. In such event, the termination of the Contract shall have the effect of returning the Parties to their respective circumstances as existed prior to the execution of this Contract, and no terms or obligations shall survive the date of termination, including but not limited to, reporting, inspections or the Affordability Period. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec, LLC Page 27 11.11 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: 11.11.1 By City with the consent of Developer in which case the Parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated; or 11.11.2 By Developer upon written notification to City setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. In the case of a partial termination, City may terminate the 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. 11.12 Dissolution of Developer Terminates Contract. In the event Developer is dissolved or ceases to exist, this Contract shall terminate. In the event of termination under this Section, all HOME Funds are subject to repayment and/or City may exercise all of its remedies under this Contract and the Loan Documents. 11.13 Reversion of Assets. In the event this Contract is terminated with or without cause, all tangible personal property owned by Developer that was acquired or improved with the HOME Funds shall belong to City and shall automatically transfer to City or to such assignees as City may designate. 11.14 Notice of Termination under Subordination Agreement. City shall not terminate this Contract without first giving notice and opportunity to cure as required in the Subordination Agreement. 12. REPAYMENT OF HOME FUNDS. All HOME Funds are subject to repayment in the event the project does not meet the requirements as set out in this Contract or in the HOME Regulations. If Developer takes any action that results in City being required to repay all or any portion of the HOME Funds to HUD, Developer agrees it will reimburse City for such repayment. If Developer takes any action that results in City receiving a finding from HUD about the project, whether or not repayment to HUD is required of City, Developer agrees it will pay City 10% of the HOME Funds as liquidated damages. The Parties agree that City's damages in the event of either repayment to HUD being required or receiving a finding from HUD are uncertain and would be difficult to ascertain and may include an impact on City's HOME grant or other Federal grant funds, in addition to a finding by HUD or a repayment of funds to HUD by City. Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by Developer to City is liquidated damages and not a penalty. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 28 13. MATERIAL OWNERSHIP CHANGE. Subject to the terms of the Deed of Trust and transfers in accordance with Developer's Operating Agreement, as may be amended and restated from time to time to admit Investor Member or other members, or otherwise with City consent, 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 notice from Developer and failure to make such determination in that time period will constitute a waiver. In the event of termination under this Section 13, all HOME Funds awarded but not yet paid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to City within 30 days of termination under this Section. 14. GENERAL PROVISIONS 14.1 Developer an Independent Contractor. Developer shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Developer shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons 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, licensees or invitees. 14.3 Developer Property. City shall under no circumstances be responsible for any property belonging to Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. 14.4 ReliLious OrLanization. No portion of the HOME Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for tenants of a HOME- funded property. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 29 14.5 Venue. Venue for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract, shall lie in Tarrant County, Texas. 14.6 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by federal law, the choice of law shall be the laws of the State of Texas. 14.7 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, Addendums and Attachments attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitute the entire agreement by the Parties concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement which purports to vary the terms of this Contract shall be void. Any amendments to the terms of this Contract must be in writing and be executed by the Parties. 14.9 Paragraph Headings for Reference Only, No Legal Significance; Number. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine. The words "include" and "including" whenever used herein shall be deemed to be followed by the words "without limitation". 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. These laws include, but are not limited to: ➢ HOME Investment Partnerships Act as set out above ➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 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.) HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec, LLC Page 30 ➢ 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 ➢ 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 ➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200 et seq. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 31 ➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101) ➢ Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. 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 seg.) 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 135.38 ("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 of 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 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. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 32 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 filed: (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 f°om fixture HUD assisted contracts. G. With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. section 450e) also applies to the work to be performed under this Contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii)preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 79b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). " Section to be quoted in covered contracts ends. 14.11.2 Developer Responsibilities for Section 3 Requirements. City and Developer understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall be a condition of the federal financial assistance provided to the project binding upon City and Developer, and their respective successors, assigns, contractors and subcontractors. Failure to fulfill these requirements shall subject Developer and its contractors and subcontractors and their respective successors and assigns to those sanctions specified by the grant agreement through which federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135. Developer's responsibilities include: 14.11.2.1 Implementing procedures to notify Section 3 residents and business concerns about training, employment, and contracting opportunities generated by Section 3 covered assistance; 14.11.2.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 33 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 Neighborhood Services Department in malting 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 contractors and any subcontractors 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 all contracts awarded by contractors and any subcontractors on a quarterly basis. 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, in the execution, performance or attempted performance of this Contract, shall comply with all non-discrimination requirements of 24 CFR 92.350 and the ordinances codified at 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 RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 34 familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will Developer permit its officers, members, agents, employees, contractors, vendors or project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to the ordinances codified at Chapter.17, Article II1, Division 3 - Employment Practices of the City Code, and Developer hereby covenants and agrees that Developer, its officers, members, agents, employees 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, contractors or vendors. 14.12.2 No Discrimination in Employment during the Performance of this Contract. During the performance of this Contract Developer agrees to the following provision, and will require that its contractors, subcontractors and vendors also comply with such provision by including it in all contracts with its contractors and 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 Vendor's Name] 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 Name] will, in all solicitations or advertisements for employees placed by or on behalf of [Contractor's, Subcontractor's or Vendor's Name] , state that all qualified applicants will receive consideration for employment without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. [Contractor's, Subcontractor's or Vendor's Name] 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 HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec, LLC Page 35 perceived disability, except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement. [Contractor's, Subcontractor's or Vendor's Name] 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 ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Developer warrants that it will not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Developer. DEVELOPER WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY 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. Conflict of Interest and Violations of Criminal Law. 14.13.1 Developer Safeguards. 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 conflict of interest or potential conflict of interest described above, immediately upon discovery of such. 14.13.2 General Prohibition Against Conflicts of Interest. No persons who are employees, agents, consultants, officers or elected officials or appointed officials of City or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOME funds or who are in a position to participate in a decision-making process or gain inside information with regard to these activities may occupy a HOME Unit, may obtain a financial interest or benefit from a HOME-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 C.F.R. Part 92.356. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 36 14.13.2.1 Developer shall establish conflict of interest policies for Federal Awards and shall provide such policies in writing to City in accordance with the requirements of 2 CFR Part 200.112. 14.13.3 Disclosure of Conflicts of Interest. In compliance with 2 CFR Part 200.112, Developer is required to timely disclose to City in writing any potential conflict of interest, as described in this Section. 14.13.4 Disclosure of Texas Penal Code Violations. Developer affirms that it will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. 14.13.5 Disclosure of Federal Criminal Law Violations. In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City all violations of federal criminal law involving fraud, bribery or gratuity violations potentially affecting this Agreement. 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 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, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 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 Neighborhood Services Department with each Reimbursement Request, and must be available to HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec, LLC Page 37 Neighborhood Services Department staff upon request. In addition, Developer shall ensure that City will have access to employees, contractors and subcontractors and their respective employees in order to conduct onsite interviews with laborers and mechanics. Developer shall inform its contractors and subcontractors that City staff or federal agencies may conduct periodic employee wage interview visits during construction of the project to ensure compliance. 14.15 Subcontractine with Small and Minority Firms, Women's Business Enterprises and Labor Surplus Areas. 14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to abide by City's policy to involve Minority Business Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required by City. Developer agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or larger, and will further require all persons or entities with which it so contracts to comply with said ordinance. 14.15.2 It is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of supplies, equipment, construction and services. 14.15.3 In order to comply with the reporting requirements of 24 CFR Part 92.508 (a)(7)(ii), Developer must submit the form attached hereto as Exhibit "K" — MBE Reporting Form for each contract or subcontract with a value of $25,000 or more paid, or to be paid, with HOME funds. This form shall be submitted with the final Reimbursement Request. 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 and (i) its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as part of the construction of the HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 38 Required Improvements, (ii) any vendor contracts arising out of the operation of the project, and (iii) any third party contracts to be paid with HOME Funds,prior to any charges being incurred. 14.19 Force Majeure If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, 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 the Developer's obligation regardless of the extent of any existing Force Majeure Event. Developer will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 14.20 Survival. Any provision of this Contract that pertains to Affordability Requirements, auditing, monitoring, tenant income eligibility, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to SAM, or any HOME requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Contract for the longer of (i) 5 years after the termination date of this Contract, or (ii) 5 years after the termination of the Affordability Period unless a different survival period is specifically set forth herein, and shall be enforceable by City against Developer. 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 OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, 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 HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 39 PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. 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. 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 is a charitable or nonprofit organization and has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, Developer hereby expressly waives its rights to plead defensively such immunity or exemption as against City. This section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. HOME DEVELOPER RENTAL CONTRACT Rev.09-24-15 Reserve at Quebec, LLC Page 40 17. INSURANCE AND BONDING. Developer will maintain coverage in the form of insurance or bond in the amount of $3,000,000.00 to insure against loss from the fraud, theft or dishonesty of any of Developer's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse City for any and all loss of 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 60 days after the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. If City has not received such certificates as set forth herein, Developer shall be in default of the Contract and City may at its option, terminate the Contract. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thereof. Commercial General Liability (CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit Business Automobile Liability Insurance $1,000,000 each accident on a combined single-limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $2,000,000 Aggregate Insurance policy shall be endorsed to cover"Any Auto"defined as autos owned, hired and non-owned. Pending availability of the above coverage and at the discretion of City,the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Developer's business as contracted herein. Workers' Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease-each employee $500,000 disease-policy limit Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation. Developer or its contractors shall maintain coverages, if applicable. In the event the respective contractors HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec, LLC Page 41 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 and appropriate, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating otherwise approved by City. Deductible limits on the foregoing insurance policies shall be at commercially reasonable levels, and in no event exceed $100,000 per occurrence. 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 where applicable and appropriate. Pfofessional Liability eoverage shall be in feree and may be provided eii a elaim's made b-a--.,*-,. This eever-age may also be fefeffed to as Management Liability, and shall preteet the insured afising Out of their-management dufies. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec, LLC Page 42 Developer shall require its builder to maintain builders risk insurance at the value of the construction. 18. CERTIFICATION REGARDING LOBBYING. The undersigned Developer hereby certifies, to the best of its knowledge and belief, that: No Federal appropriated fiends 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. 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. HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 43 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 (iii) 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 Ganske Telephone: 817-392-7765 Copies to: Neighborhood Services Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Assistant Director Telephone: 817-392-7540 Neighborhood Services Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Neighborhood Development Specialist Telephone: 817-392-2661 Developer: Reserve at Quebec , LLC c/o Fort Worth Housing Finance Corporation 1000 Throckmorton Fort Worth, TX 76102 Telephone: 817-392-7540 Copies to: MV Residential Development, LLC 9349 WaterStone Drive Cincinnati, OH 45249 Attention: Brian McGeady Telephone: 513-588-2694 HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 44 Dinsmore and Stohl LLP Fifth Third Center One South Main Street, Suite 1300 Dayton, Ohio 45402 Attention: Frederick J. Caspar Telephone: (937) 449-2818 21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT. Developer represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Contract and to perform the responsibilities herein required. 22. INVESTOR'S RIGHT TO CURE. The Parties agree that the Investor shall have the right, but not the obligation, to cure any default by or complete any obligation of the Developer under the Loan Documents during the cure period or completion period provided therein, and the Parties hereto agree to accept any such cure or completion tendered by the Investor. 23. COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument which may be sufficiently evidenced by one counterpart. [SIGNATURES APPEAR ON NEXT PAGE] HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 45 IN WITNESS., OF, the Parties have executed 4 duplicate originals of this Contract to be effective on,t to indicated below the Parti s' signatures. +a a, srx5;pr„,CCs ATTEST °'� .. � CITY RT RTFI 19VP Bv. City See t ' r, t„ ernando sta, Assistan City anager M&C: C 2720 15 M&C: C 27399 Date , 2015 Date: fP,4 Vt> APPRO ED AS TO F ND LEGALITY: Vicki S. Ganske, Senior Assistant City Attorney RESERVE AT QUEBEC, LLC, By: Reserve at Quebec GP, LLC, its Managing Member By: Fort Worth Housing Finance Corporation, its Sole Member By: Jesus J. Chapa, General Manager Date: !� OFFICIAL I'ICIA RECORD' CITY SECRE'1'1#11�tlf` FT. W(,) i;THq 11"W" HOME DEVELOPER RENTAL CONTRACT Rev. 09-23-15 Reserve at Quebec,LLC Page 46 EXHIBITS: Exhibit "A" —Project Summary Exhibit"A-1" —HUD Rent Limits Exhibit "A-2" —Environmental Mitigation Action Exhibit"B" —Budget Exhibit "C"—Construction and Reimbursement Schedule Exhibit"D"—Audit Requirements—Not Applicable Exhibit "E"—Loan Documents Exhibit"F"—Reimbursement Forms Exhibit "G"—Project Compliance Report: Rental Housing Exhibit "H"—Federal Labor Standards Provisions— Davis-Bacon Requirements Exhibit"I" —Section 3 Reporting Forms Exhibit "J" —Standards for Complete Documentation Exhibit"K" -MBE Reporting Form Exhibit "L" —Requirements for Permanent Supportive Housing Units HOME DEVELOPER RENTAL CONTRACT Rev. 09-24-15 Reserve at Quebec,LLC Page 47 EXHIBIT "A99 PROJECT SUMMARY RESERVE AT QUEBEC, LLC Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: Developer will use HOME Funds for a portion of the costs to develop the Reserve at Quebec Apartments, a mixed income multifamily development on approximately 15.126 acres. The project will have 12 residential buildings which will consist of up to 296 units including 60 one- bedroom/one bath units, 156 two-bedroom/two bath units, and 80 three-bedroom/two bath units. There will also be a community clubhouse which will include fitness, laundry, and mail facilities. The complex will also include amenities such as a pool, a dog park, controlled site access, and appliances and central heat and air in each unit. The project will contain 16 market rate units. Developer will be entitled to make Reimbursement Requests until 30 days after the Completion Deadline. In consideration for the HOME Funds, Developer agrees to provide the following information and meet the following requirements: • Designate 21 Accessible Units in accordance with Section 504 requirements and the terms of the Contract. Accessible Units shall be marketed in accordance with Section 7.7 of the Contract. • Designate 25 floating HOME Units in the project. Of these 25 HOME Units, 20 will be High HOME Units and 5 will be Low HOME Units. The project also contains 16 PSH Units which can be counted as HOME Units. • HOME Rents will be charged in accordance with the rents set forth in Exhibit A-1 — HUD Rent Limits, published annually by HUD, and shall not exceed the High HOME Rent limit. ® Submit Exhibit G - Project Compliance Report: Rental Housing regarding the household income, size, race, ethnicity, gender of head of household, disability status, and rental assistance type for the initial tenant of the first HOME Unit to be leased. THE CITY WILL WITHHOLD $150,000 OF THE HOME FUNDS UNTIL CITY VERIFIES THAT AT LEAST 1 HOME UNIT IS LEASED TO A HOME ELIGIBLE HOUSEHOLD. • If the 25 HOME Units do not qualify as affordable rental housing immediately upon lease-up or at any time during the Affordability Period, the City may invoke any remedies provided in the Contract or the Loan Documents. • Submit a copy of its annual audit and reports to TDHCA to City during the Affordability Period. SPECIFIC PURPOSE: The specific purpose of this project is to increase the availability of permanent supportive housing units for homeless persons with disabilities and quality, accessible, affordable housing for low and moderate income City residents in northwest Fort Worth. PROJECT OBJECTIVES: The project will provide 280 housing units affordable to households earning less than 80% of AMI, of which 25 will be designated as HOME-assisted units. There will be 16 market rate units. HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 1 Reserve at Quebec,LLC —Reserve at Quebec Apartments Rev. 09.24.2015 a rn m er m m N IT m N d' H ri ri ri rl 1 I 1 io r o io r io " ri to I LO I 1 t 1 ri Lo ID ri LO 1 ri In N ri In O N V O N 1 ri ri ri ri ri , I � 1 t 1 I a O W m O C it ri H 61 r-i ri i ri � M E in o N vi m of Ln r- 03 m m m rn r m m r rn N ON O N y a V rah m O o m rn p N rn rn u1 N a zj to to ko io m o a x *� W LO ,-i H a N o O o o in z to W Ln kc 1�1 W H RW! H H W W H W E H N ul H yt LO x H H O p� z H a H H M U 0 W 6 H a a x o w w° z z x a x w 9 F �R 4 H o om 9 W W LO ko a O Q ci H H > G O F+ b) W I I U � O U cz 0 O Cu h EXIIIBIT "A-2" _2" ENVIRONMENTAL MITIGATION ACTION RESERVE AT QUEBEC, LLC 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. Special conditions, procedures, and requirements identified for the project may include and are not limited to mitigation of any adverse effects identified by the environmental review process. The special conditions, procedures, and requirements may differ and are subject to approval by City and HUD. 1. Developer will implement the City of Fort Worth, Texas Airport Sound Construction Packet. Developer has initialed the pertinent sections within the construction packet that list the materials that will be used to attenuate the excessive noise level. 2. City will require the sewer loading and the schedule for development at the site to ensure that there is sewer service available when the project opens. See Attachment L in the ER Record for the Feasibility Study. 3. City requires a final Integrated Storm Water Management Plan that shows no impact to the downstream sites based on the site development before the project site can be platted, therefore no impact anticipated. See Attachment L in the ER Record for the Feasibility Study. 4. Connections for fire and domestic services will be at the existing line within Buda Lane. City will require an 8" diameter water main extension along the southern Property line that ties into the existing 12" water main along NW Centre Drive to complete the loop. See Attachment L in the ER Record for the Feasibility Study. 5. Implement all recommendations made by Texas Parks & Wildlife ("TPWD") in the development of the multifamily complex. Avoid development of complex during the Whooping Crane migratory season, March through August. If ground disturbing activities during the migratory bird nesting season in unavoidable, then TPWD recommends surveying the area proposed for construction to ensure that no nests with eggs or young would be disturbed by construction activities. Any vegetation or gravel areas where occupied nests are located should not be disturbed until the eggs have hatched and the young have fledged. City will provide Developer the executed environmental review record and certifications. Developer agrees to abide by the special conditions, procedures, and requirements of the executed environmental review certification approved by HUD. HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 3 Reserve at Quebec,LLC —Reserve at Quebec Apartments Rev. 09.24.2015 EXHIBIT 6699 BUDGET RESERVE AT QUEBEC, LLC SOURCES AND USES Development Name: Reserve at Quebec Apartments Priority Construction Loan Permanent Loan Financing Source# Funding Description of Lien Stage Amt. Stage Amount Participants 1 Conventional Loan 1 2 Conventional Loan/FHA $25,250,000 $25,250,000 TBD. HTC Syndication 3 Proceeds $13,008,411 $15,304,013 TDHCA 4 HOME 5 Housing Trust Fund 6 CDBG 7 Mortgage Revenue Bonds Historic Tax Credit 8 Syndication Proceeds 9 USDA/TXRD Loan(s) Other Federal Loan or 10 Grant 11 Other State Loan or Grant Local Government Loan 2 $1,500,000 $1,500,000 City of Fort 12 or Grant(HOME) 3 $2,000,000 $2,000,000 Worth 13 Private Loan or Grant 14 Cash Equity MV Residential Development In-Kind Equity/Deferred LLC and 15 Developer F e $1,697,420 $1,697,420 FWHFC 16 Operating Reserves TOTAL SOURCES OF FUNDS $43,455,831 $45,751,433 TOTAL USES OF FUNDS $45,751,433 HOME Funds Budget Acquisition and/or Construction Soft Costs $1,350,000* Construction Hard Costs $2,000,000* Holdback** $150,000- TOTAL $39500,000 *Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change. ** City will hold back$150,000 of the HOME Funds until City verifies that the first HOME Unit is leased to a HOME Eligible Household as well as the other requirements in Exhibit G6C" - Construction and Reimbursement Schedule. HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 4 Reserve at Quebec,LLC —Reserve at Quebec Apartments Rev. 09.24.2015 (7i O O O O O O O O O O O O OO O Otr) kn N [n W 6S 6i} 6g 6S 64 W o a N N A � W � o ZU �' oW R+ °K y k H a m y U 44 nz 5 Z VD � � bjD c O U a x U 4 U) ° �' v a `o W v z `ow; ej '=S a> cn v� P w 44 U P-4 v zn U Pi -4Z zi F U ci O w � a cwi� cws� A ti COO A a� s, PC 0 Q ti r-a O O 64 � b4 V as y h � w 42) W vi 4~ x a 4mq c p r rA 4;o rA r„ v .� y 3r 0 y it C q cl C� CJ t^-� 40. A W o c EA QP-4 A-4 +a W o 4M, ® C) � = (U 4o 2 E > o IC o p U . 4( Q a sue, ¢° W A c ° rA Q „Q IC c ° EXHIBIT "D" AUDIT REQUIREMENTS RESERVE AT QUEBEC, LLC NOT APPLICABLE HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 7 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 EXHIBIT "E" LOAN DOCUMENTS RESERVE AT QUEBEC,LLC The Loan Documents will be negotiated between the Parties, the Investor Member, and Developer's construction and permanent lender prior to the closing of Developer's construction loan. HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page S Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 EXHIBIT 66F99 REIMBURSEMENT FORMS RESERVE AT QUEBEC, LLC HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 9 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 Attachment 1 INV®ICE Agency: Reserve at Quebec,LLC Address: City, State,Zip: Project: Reserve at Quebec Apartments Tax ID Number Period of Service: Amount Program This InvoiceCumulative to Date Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of the contract between City and Agency. By signing this invoice,I certify that to the best of my knowledge and belief the data included in this report 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: HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 10 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 Attachment Tf City of Fort Worth Neighborhood Services Department Expenditure Worksheet Developer: Reserve at Quebec,LLC Project: Reserve at Quebec Apartments Line No. Date Check Noy Payee or Beneficiary* Description* Amount 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Total *Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if applicable. HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 11 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 EXHIBIT "x" PROJECT COMPLIANCE REPORT: RENTAL HOUSING RESERVE AT QUEBEC,LLC HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 12 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 § / \\/ ) 16 a>» /{/ \ - 2 'Eo C/) ! } f) \ \ / % § \�) Eo � - - § Lu n { : 16E J \ \\ \ � §. \ / 5 ; , - - & E° E % k E § 16 o § \\3/ ) ) m ) \ 16� LU § \ \ \ a: - ) } j \ \ \ \» k _ � e »BE )a t - Q / ] \ \ ) / 7 \ 2 § » \oE � � � � (� ( - \ « / } f _ / y , , « � �e 6 \ uo : © 2z / \ /%\ / \ § { \ - & � & _ ® EE \ ( r `/{ - - T,+XHIBIT 661199 FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS RESERVE AT QUEBEC, LLC HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 13 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 Federal Labor Standards,Provisions U.S.Department of Housing and Urban Dovelopment Office of Labor Relations ,Applicability (1) The work to be performed) by the classification The Project or Program to which the consirut:tlon work requested is not performed by a classification In the wage covered by this contract pertains Is being assisted by the determination; and United States of America and the following Federal Labor (2) The classification is utilized In the area by the Standards Provisions axis included In this Contract construction Industry;and pursuant to the provisions applicable to such Federal (3) The proposed wage rate, Including,any bona fide essfstance. fringe benefits, nears a reasonable relationship to the A. 1. (E) Minimum Wages. All laborers and mechanics wage rates contained in the wage determination, employed or working upon the site of the work,will be paid (b) If the contractor and lire laborers and mechanics to be unconditionally and not less often then once a week, and employed In the classification (ff known), or their without subsequent deduction or rebate on any account representatives, and HUI) or Its designee agree on The (except such payroll deductions as are permilwo by clas3ttlootlion and wage rate (Including the amount regulations Issued by the secretary of tabor under the designated for fringe benefits where appropriote),a report Copeland Act (2f) CFR Part 3l, the full amount of wages of the selion taken shall be sent by HUD or its designee to and bona ride fringe benefits (of cash equivalontt thardbf) then Administrator of the Wage and Hour Division, due at lime of payment computed st rates not less than Employment$landerds Administration, U.S. Department of those contalned In the wage determination of the Labor. Washington, D.C.20210. The Administrator, or on Secretary of Labor which Is attached hereto and,made a auihorfaed representative, will egp€eye, modify, or part hereof, regardless of any contracivai relationship disapprove every additional classification action within 34 which may be alleged to exist between The contractor and days of receipt and so adviso HUD or its designee, or will such laborers and mechanics. Contributions made or notify HUD or 1114 designee within the 30-day period that Gusts reasonably anticipated for bona fide fringe benefits additional time Is necessary, (Approved by the Office of under section t(b)(2) of Tire Davla-Bacon Act on behalf of Management and Budget under OMB centre) number 721 S� laborers or mechanics are considered wages paid to such 17ta0 i laborers or mechanics.subject to the provisions of 29 CPR (c) In the event the contractor, this laborers or mechanics also, ropufar contribution$ made or cant incurred for more than a weekly period (but not lose, orlon re 6e employed In it I classification signe a their representatives, and titJp tae Its designee do not agree on than quarterly) under pleas, funds, or programs, which the proposed cla.301callon and wage rate (Including the cover the particular weekly period, are deemed to be amount designated for fringe benefits, where appropriate), constructively made or Incurred during such weekly period. litlD or its designee snail refer the yLie3tit7nS, Including Such laborers and mechanics shall be paid the appropriate the views of all Interested parties and the recommendation wage rate and fringe benefits on the wage determination of HUD or its designee, to the Administrator for for the classification of work actually performed, without determinallon. The Administrator, or an autharized regard to skill, except as provided In 2tt CFR 3.5(a){ }, representottve,will issue a determination within 80 days of Laborers or mechanics performing work in more than one receipt and so advise HUD or a1s designee or will notify classification may be compensated at the rate specified for HUD or its designee within the 30-day period that each classification for the time actually worked therein, additional time is necessary. {Approved by the Office of Provided. That the empioyer's payroll records accurately Management and Budget under OMB Control Number set forth the lime spent in each classification In which 1213.pt4$.} work is performed. The wage determination (including any (d) Tfrc w�>ie rile {inciiidtnr� fridge benefits where additional classification tend wage rates conformed render 29 CFR 5,6(a)(1 (III and the eavis-Bacon Roster (Vdil. appropriate) determined pursuant to subparagraphs 13:21}shall be potted at all nines by the contractor end its (1)(IC)(b) or (c) of this paragraph, shall be paid to all subcontractors at tree site of 1(ro work in a SarornFririril and workers performing work In the classificatlon under ibis accessible. place where It can be easily seen by the contract from the first day on which work is performed In the classification!- workers- (11) (a) Any class of laborers or mechanics which is not (lit) Whenever the minimum wage rats prescribed in the listed in the wage determination and which is to be contract for a ctafis of laborers or mechanics includes a employed under she contract shall be classified In fringe benefit which Is not expressed as on hourly rate,the conformance with the wage determination_ HUD shall contractor shall either pay the benefit as stated In the approve an addETionat classification sera wage rate and wave determination or shall pay another bona fldc fringe fringe bonefilt therefor only when the folio-Mng criteria benefit or an hourly cash equivalent thereof. have been met; (lv) If the contractor does not make payments to a trustee or other third person, the cranlractor may consider as part form HUD4010 t hba} Pmvfous oditions are chsolele Page 1 of 5 ref,Handbook 11441 HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 14 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 of the wages of any laborer or mechanic the amount of any communicated in writing to The laborers or mechanics costs reasonably anticipated in providing bona fide fringe affected; and records.which show the costs anticipated or benefits under a plan or program, Provided, That the the actual cast Incurred In providing such benefits, $ecretafy of Labor has found, upon the written request of Contractors employing appronflces or trainees under thy: contractor, that the apptic*ble standards of the DOVls- approved programs shall maintain written evidence of like Bacon Act have been met- The Secretary of Labor may rogistrttion of apprenticeship programs and certification of rewire the Contractor 10 get aside in a separate ecooilnt trainee programs. the regisiratidra of the apprentices and assels for the enacting of obligations under the plan or trainees, and the ratios and w"a rates prescribbd ire the program. (Approved by the Office of Management and applicable programs. (Approved by the Office of Budget under OMB Control Number 1215-0140.) Management and Budget under OMB Control Numbers 2. Withholding, i1UD or Its designee shalt upon its own 1215-0140 and 1213=0()17,) action or upon written request of an aulhorizbd (ti) (sa) The contractor shall submit weekly for each week represaniailve of the Department of Labor withhold or in which any contract work is performed a copy at all cause to be withheld from the contractor under this payrvtls.to HUD or Its designee If the agency is a party to contract or any rather Federal contract-with the same prime the contract, but if the agency is not such a party, the contractor, or any other Fed eraliy-assisled contract contractor will submit the payrolls to the applicant sub(ecl to Davis-Bacon prevailing wage requirements, sponsor,or owner, is the case may be, for transmission to which is held by the same prime conntractor so much of the HUD or its designee. The payrolls submitted shall set out accrued payments or advances as may be considefed accuratefy and completely all of the Information required necessary to pay laborers and mechanics, Inoluding to be maintained under 29 GFPa 5.0{a}{3}{t) except that full apprentices, trainees and helpers, employed by the social security numbers and home addresses shall not be contractor or any subcontractor the full amount Of wages Inctuded on weekly transmittals_ Instead the payrolls shall required by the contract in the event of failure to pay any only need to Include an Individually Identifying number for laborer or mechanic, including any apprentice, trainee or each employee (e,g„ Me last four olgils of the employee's helper, employed or working on the site of the work. all or Social security number). The required weekly payroll part of the wages required by the contract, HUD or its information may be submitted In any form desired, designee may, after written notice to the contractor, Optional Form WH-347 is available for this purpose from sponsor. applicant, or owner, take such action as may be the gage ' and Hour Division 'W'eb site at necessary to cause the suspension of any further or its prayment, advance, of guarantee of funds until such successor site. The prime contractor is responsible for violations have coased. HLID or its designee may, after the submission of copies of payrolls by all subcontractors. written notice to the contractor, disburse such amounts Contractors and subcontractors .shall maintain the full withheld for and on account of the .contractor or social security number and current addesss of each subcontractor to the respective employees to whom they covered worker, and shall provide them upon request to are due. The Comptroller General shall snake such HUD or Its designee It the agency Is a party to the disbursements In the case of direct Davis-Bacon Act contract. but If the agency Is not such a party, the contracts, contractor will submit the payrolls to the applicant 3. (f) Paymlla and basic records. Payrolls and basic sponsor,or owner,as the case:may bee for transmission to records relating thereto shall be mainlained by the HUD or Its designee,the contractor, or the Wage and flour conlractesr durtng the course Of the work preserved for a Division of the Department of Labor for purposes of an period of three years thereafter for all laborers and Investigation or audit of compliance with prevailing wage mechanics working at the stte of the work. Su-0 records requlrernents_ It Is not a violation of this subparagraph for shall contain the name, address, and social security a prince contractor to require a subcontractor to provide number of each such ;worker, his or her correct addresses and social Security numbers to the prima classification, hourly rates of wages paid (including rates contractor for its own records, without weekly submission of contributions or costs anticipated for bone tide fringe to HUD or Its designee. (Approved by the Office of benefits or c-ash.equivalents !hereof of the types described Management and Budget under OMB Control Number in $action I(bA2)(B) of the Davis-bacon Act), daily and 121?-0140.} weekly number of hours worked, deductions made and (a} each payroll submitted sheiii Do :accornpariibd by a actual wages paid. Whenever the Secretary of Labor has 48tatement of Campllance,` signed by the nontractor aar= found under 29 CFR 6,5 (a)(1)(iv) that tree wages of any subcontractor or his or her agent who pays nr supervises laborer or machonic include the amount of any costs the payment of the persons employed under the contract reasonably anticipated in providing benefits under a plan and shall certify the following: or program desefibed In Section I(b)(2)(S) of the Davis- (i) That the payroll for the payroll period contains the Bacon tact, the contractor shall maintain records which information required to be provided under 29 CF'R 3.3 show that the commitment to provide Bach tteneflti is (a}(3)(iF}, the appropriate information Is being maintained enforceable, that the plan or program is financially under 40 Opp d.g(aj{0)(Fj, and that such information Is responsible; and that the plan or program has been correct and complote° PrevMUS ediVOnS are obsoiele fixrn HUD-4010(0&2009) Page 2 of 5 ref.Handbook 1944.1 - HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 15 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 (2) That each laborer or machanlo (Including each helper, 19 not registered OF Otherwise 43MPIOYOCI as shited ZbOVO, apprentice. and trainee} employed on the contract during shall be paid got lost than the applicable wage rate on the the payroll period has been paid the full weekly wages wage determination for the classification at Work actually earned, without rebate. either directly or Indirectly, and performed. In addition, any apprentice petforMing Work on that no deductions have been made either directly of the job site In excess of the ratio permitted under the Indirectly from Ino full wages earned, other than reglateFed program shall be paid not less than the permissible deductions as set forth In 29 GFR Part 3; applicable wage rate on the wage determination far the (3)'That each laborer or mechanic has been paid not less work actually performed. Where a contractor is performing than the applicable Wage rates and fringe benefits or cash constfuct[on on a Project In a. locality Other thaft that In equivalents for the CIOSSIliCation of work petfoin)", as which Its program Is registered, the ratios and wage rates tipecifil" In the applicable Wage dutermInallon (expressed In percentages of the journeyman's hourly Incorporated Into the vunlracL rate) specified In the contractor's or subcontractor's registered program very apprentice it) The weekly -50MIgalon of a properly executed _ shall be observed. every mutt be paid 431 not less than the rate specified in the cortification sot forth on The reverse side of QptlonalForm registered program for the apprentice's level of progress-. !VH-347 shall satisfy the requirement for submisrsion of the expressed as a percentage of the journeymen hourly rata `Slatemant of Comptianco- required by subparagraph specified in the applicable wage determination. A-$41140Y Apprentices shall be paid fringe benefits in accordance (d) The falsification of any of the above certifications may wilb the Provisions of the apprenticeship program. If the subject the contractor at subcontractor to civil *i criminal apprenticeship program does not specify fringe benefits, prosecution under SoClIon 1001 Of Title 18 and Section apprentices must be paid the full amount of fringe betkolits 231 of Title 31 of the United States Godai - listed on the wage determination for the applicable (111) The contractor or subcontractor shall make the classification- If the Administrator determines that a records requited uridef subparagraph A.3,fl) available for different practice prevMls for the applicable apprentice inspection, copying, at l(anscOption by authorized ciassilic-allon,frIpgas shall be paid In accordance with that representatives of HUD or Its designee or the Department ciatetmination. In the event the Off!" of Apprenticeship of Labor, and shall permit such representatives to Trainrnp, Employer and Labor Services, or it Staid interview employees during working hours on the job. If Apprenticeship Agency recognized by the Office. the contractor of subcontractor falls to Submit the required withdraws approval of an apprenticeship program, the records or to make them available, HUD or Its 4designee contractor will no longer be permitted to utilize may, after wtittorl notice to the contractor, sponsor, apprentices at less than the applicable predetermined rate applicant or owner,take such action as may be necessary for the work performed until an acooplobte program is to pause the suspension of any further payment, advance, approved. or guarantee of funds. Furthermore. failure to submit The (11) Tralnaes. Except as provided let 20 GFR 5.16, required records upon request or to make such records IrD.Ineas will not be permitted to work at less than the available may be grounds for debarment action pursuant to peed oldeminail rato for the work performed unless they are 29 GFR 5.12. employed pursuant %to and Individually registered in a 4. Apprentices and Tral000s, pro(jfam which has received prior approval; evidenced by (1) Appronticos. Apprentices will be permitted to work at formal certification by the U.S, Department of Labor, less than the predetermined late for the work they Employment and Training Administratfon. The ratio of performed when they are employed pursuant to and trainees to lotimaymen on the job Site;shall not be greater Individually registered In a bona fide apprenticeship than pecmitted under the plan approved by the program registered with the U.S. Department of Labor, Employment and Training Adminislration. Every trainee .Employment and Training Adminlatfall❑n. Office of must be paid at not less than the rate specified In the Apprenticeship Training, Employer and Labor Services, or approved program for the lialnou's level of progyos%, with a State Apprenticeship Agency recognized by the expressed as a percentage of the journeymen hourly rate Office, or If a person is employed In his or her first 90 specified In the applicable wage determination. Trainees days of probationary employment as an apprentice in such shall be paw fringe beneVols in accordance with the ship program, Who Is not individually art apprentice provisions of the trainee program. If the trainee program registered in file program, but who has been certified by does not mention frinas benolits, trainees Shall be paid the Office of Apprantlen Ship Training, Employer and Labor the full amount of fringe benefits listed on the wage determination unless The Administrator of the Wage and Services or a Staid Apprenticeship Agency (where Hour Div!slep determines that there Is an apprentf00%hip appropriate) to be eligible for probationary employment as with an apprentice_ The allowable 1`2110 of apprentices to program assaVated With the corresponding JoUrneyfflan Journeymen o-on the 10-b slie In any craft classification shall. wag-, tide -On the wmav_ determination vurhieb provides for less Than full fringe beefits DY apprsntices. Any not be greater Than the folio permitted to the contractor as n for to the entire work force under the registered program. Arty employee listed on the payroll at a trainee rate who Is not worker listed on a payroll at an apprentice wage rate, who registered and parlictpaling In a training plan approved by —Ptovious eftions-are obsolete form HUDA010(06120M) page 3 or 5 ref.Handbook J 1.11 HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 16 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 this Employment and Training Administration shalt be paid Awarded HUI) contracts or Participate in Hut) programs not less than the applicable wage rata on the wage pursuant to 24 CFR Part 24, determination for the work actually parformad. In addition, (1l) No par! of this oontracl shall be subconlracted to any any trakaiee performing 'work on the job site In excess of person or firm ineligible for award of a Government the ratio permitted under the registered program shalt be contract by virtue of Section 3(a) of the Vavls.sa"n Act paid not less than the applicable wage rata on the wage at 29 CFR 6.12(a)(1) or to be awarded HUE) contracts or determi€aation for the work actually performed. In the participate in Hilt]programs pursuant to 24 CFR Part 24. event the Employment and Training Administration withdraws approval of a training program, the contractor I iii) The penalty- m for making false statements is pr Additionally, will no lantler be permitted to utilize irainees at less than Its the U.$- CrinilnaE {ode, if3 U.S.C. ltiflt. Additionally, the applicable predeletmined rate for the work performed U.S. Criminal Code, Section 1 01 ti, Title 16, U,S,C„ until an acceptable program is approved, 'Federal Housing Administration transactions-, grovidos in part: 'whoever, for the purpose of , . . Influencing in any (ill) Equal employment opporlunity. The utilization of way the action of such Administration::... makes, utters or apprennges, trainees and journeymen under 2�CPR part 5 publishes any statement knowing the same to be false.._._ shall be in conformity with the equal employment shall be fined not more than S5,000 or imprisoned not opportunity requlrernefets of 15xeculive Order 11-246, as snore Than two years, or both3' arnandod,and 29 CFR Far{00, 11, Complaints, Procsvdings, or Tostfmony by S. Cornplianco with Copeland Act requlroments. The Employeas. No laborer or mechanic to whore tike wage, contractor shall comply with the requirements of 2,J CFR salary, or other tabor standards provisions of this Contract Part a which are incorporated by reference in this contract are applicable shall be discharged or In any other manner 0. Subcontracts. The contractor or subcontractor will discriminated against by the Contractor or any Insert in any subcontracts the clauses contained in subcontractor because such employee has filed any subparagraphs 1 through 14 in this paragraph A and such complaint or instituted or caused to be instituted any other clauses as HUD or its designee may by appropriate proceeding or has testified or is about to testify in any instructions require, and a copy of the applicable proceeding under or relating to the labor standards prevailing wage decision, and also a clause requiring the applicable under this Contract to his employer_ subcontractors to Include those clauses In any lower tier U. Contract Work Hours and Safaiy Standards ,tort- The subcontracts,. The primo contractor shall be responsible provisions of tl�paragraph B are applicable where the amount of the for Rho compliance by any subcontractor or lower liar prime contract exceeds WON. As used in this pars ph, the subcontractor with fill the contract clauses In this terms"fsharers`src Wechanks'Include,watchman and guards, paragraph- {1) Qvertirne t4giulrorrlents, No c+5nr_raclor or subcontractor 7. Contract torminallon, ddbarmmoot. A breach of the contracting for any part of the Wntract work whit may require or contract clauses in lib CFR 5.5 May be grounds for involve the employment of laborers or marrhanlcs shall require or termination of the contract and for debarment as a permit any such taborer or mechanfe In any workweek in whlch the contraolvr and a subcontractor as provlded In 20 OPR Wividi-M!is erirployacl on such work to work in ex M,3 of 40 hours in $421 such imirkweek unless such laborer or anemic reds #F, CiompUiace with Eavis43acon and RolMd Act t oqulmmenW, compensatio?a al a rate not less than o and orwa-bail"Iftes the basic All rulings and Interpretations of the Davis-Bacon and rate of pay for ak hours worked In cx=s of 40 hey fn suds Related clots contained In 29 CFR Parts 1; 3, and S are workweek. herein Incorporated by reference In this contract (2) Violation; llsbilltjr ter unpaid wagos; liquidated 9, Dfsputor. vancernIng Iabeer standards; Disputes damages, In the event of any violation of the clause set arising out of the labor standards provisions of this Barth In subparagraph (1)of this paragraph, the contractor contract shall not be subjoct to the general disputes and any subcontractor responsible therefor shall be Ilable clause of this contract_ Such disputes shall be resolved in for the unpaid wages_ In addition, such contractor and accordance lariat the procedures of the Department of subcontractor shalt be [[able to the united States (In the Lo'bor set forth in 20 CFR Parts S, 6, and 7. Disputes case of wort. done under contract for the District of within the reaming of this clause include disputes between Columbia or s territory, to such Dlstriet or to such the contractor (or any of its subcontractors) and HUD or tordlory), for liqultfated damages. Such liquidated Its designee, the U,S, Oopartmant of Labor, or the dama9os serail be eompulod with respaut to'each individual employees or their rep rasa nialives. laborer or mechanic, Including watchmen and guards, 19. (1) Certification of Fllgiblilty By entering Into this employed In vlotatlon of the clause sat forth in contract i}io contractor cent{lies that nelRlsar it (nor bar or subparagraph{t)of this paragraph. In fte sum of$lp foreacti she) nor any person Of firm who has an fniotes( in the 1endar day on which stich in-jIviduat was required or permffiod to coniractor'-s firm is a person or fi rats inalinihin to Fin work.in oxess of ft stondard woixireek of 40 hook tit Mout payment awarded government contracts by virtue of Section 0(a) of of IN)ovai-Ito wapt required by the clause set forth In sub the David=bacon Act or 20 OFR 6_12(a)(1) or to be paragraph(1)of this paragraph. Prawious etrtiofi:are obsolete farm Hli044)10(W ) Patie 4 of 5 ref.Handbook 1344.1 HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 17 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 fag Yfitttbotding for unpald wages and liquidated damages. IUD or its designee shall upon Its own action or upon written request of an authorized-ropresentative of IN Department of Labor withhold or cause to be witltheid, from arty rnoneys payable on account of work performed by the:contractor or aubconiractor under any such contract or any other Federal contract with the same prime contract, or any outer Fed orally assisted contraot subject to the Contract Work flours Arid Safety $tan4ards Act which Is held by the same prime contractor such sunis as May be delefmined to be necessary to satisfy any liabilities of such contractor or subcentraotor for unpaid wades and liquidated dareogas as provided In the clause set forth in subparagraph (2)of this paragraph, (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in subparagraph (1) through (4) of this paragraph and also a clause requiring the subcontractors to Include these clauses in any lower tier so0con1racts, The prime contractor shall be responsible for compliance by any subconliactor or lower tier subconlractor wilh the clauses set forth to subparagraphs (1) through (4) of this paragraph. C. Health and Safety, The#mvislons of this paragraph C $re applicable where the amourA of the prune contract exceeds 3107,Op0, (1) Poo taborer or mechanic shall be required to work In surroundings or under working conditions whleh are unsanliary. hazardous. or dangerous to his health and safety as dclermined under eonslrtrclion safety and health standards promulgated by the Secretary of Labor by regulation, (2) The Contractor shall comply whit all regulations Issued by the Secretary of Labor pursutiol to Title 29 Part ig2t's and failure to comply may result in Imposition of sanctions pursuant to the Contract Work Hours and Safety Standards Act, (public Law 9't v4. 83 Slit 96): 40 USC X7{71 rrt°cc, (3) The contractor shall include the provisions of this paragraph in every subcontract so that such provision., will be binding an each subcontractor. The contractor shall take such action with respect to any subcontractor as the Socrratary of Housing and urban Development or the Secretary of Labor shall rtlreat as a means of enforcing such provisions, torrtiHSi9�f4'Goa ) Fretiirar3 etJit'scrts arts oft;stole { page S of 5 ref:Handbeek 1344.4 HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 18 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 EXHIBIT "I" SECTION 3 REPORTING FORMS RESERVE AT QUEBEC, LLC HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 19 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 EXHIBIT ttItt Section 3 Summary ® U.S. Department of Housing OMB Approval No: 2529-0043 Economic Opportunities for and Urban Development (exp. 1113012010) Low—and Very Low-Income Persons Office of Fair Housing And Equal Opportunity HUD Field Office: Section back of page for Public Reporting Burden statement 1.Recipient Name&Address: (street,city,state,zip) 2.Federal Identification: (grant no.) 3. Total Amount of Award: 4.Contact Person 5.Phone: (Include area code) 6.Length of Grant: 7.Reporting Period: 8.Date Report Submitted: 9.Program Code: (Use separate sheet 10. Program Name: for each program code) Part I: Employment and Training Columns B,C and F are manda Dry fields. Include New Hires in E&F A B C D E F Number of Number of New %of Aggregate Number %of Total Staff Hours Number of Section 3 Job Category New Hires Hires that are of Staff Hours of New Hires for Section 3 Employees Trainees Sec.3 Residents that are Sec.3 Residents and Trainees Professionals Technicians Office/Clerical Construction by Trade(List) Trade Trade Trade Trade Trade Other List Total Program Codes 3=Public/Indian Housing 4=Homeless Assistance 8=CDBG State Administered 1 =Flexible Subsidy A=Development, 5=HOME 9=Other CD Programs 2=Section 2021811 B=Operation 6=HOME State Administered 10=Other Housing Programs C=Modernization 7=CDBG Entitlement Page 1 of 2 form HUD 60002(6/2001) Ref 24 CFR 135 Part II: Contracts Awarded 1. Construction Contracts: A. Total dollar amount of all contracts awarded on the project $ B. Total dollar amount of contracts awarded to Section 3 businesses $ C. Percentage of the total dollar amount that was awarded to Section 3 businesses % D. Total number of Section 3 businesses receiving contracts 2. Non-Construction Contracts: A. Total dollar amount all non-construction contracts awarded on the project/activity $ B. Total dollar amount of non-construction contracts awarded to Section 3 businesses $ C. Percentage of the total dollar amount that was awarded to Section 3 businesses % D. Total number of Section 3 businesses receiving non-construction contracts Part III: Summary Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs,to the greatest extent feasible,toward low-and very low-income persons,particularly those who are recipients of government assistance for housing. (Check all that apply.) Attempted to recruit low-income residents through: local advertising media,signs prominently displayed at the project site, contracts with the community organizations and public or private agencies operating within the metropolitan area(or nonmetropolitan county)in which the Section 3 covered program or project is located, or similar methods. Participated in a HUD program or other program which promotes the training or employment of Section 3 residents. Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the definition of Section 3 business concerns. Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located. Other;describe below. Public reporting for this collection of information is estimated to average 2 hours per response, including the time for reviewing instructions, searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information. This agency may not collect this information,and you are not required to complete this form,unless it displays a currently valid OMB number. Section 3 of the Housing and Urban Development Act of 1968,as amended, 12 U.S.C. 1701 u,mandates that the Department ensures that employment and other economic opportunities generated by its housing and community development assistance programs are directed toward low-and very-low income persons,particularly those who are recipients of government assistance housing. The regulations are found at 24 CFR Part 135. The information will be used by the Department to monitor program recipients'compliance with Section 3,to assess the results of the Department's efforts to meet the statutory objectives of Section 3,to prepare reports to Congress,and by recipients as self-monitoring tool. The data is entered into a database and will be analyzed and distributed. The collection of information involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3. The information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6)of the Fair Housing Act and Section 916 of the HCDA of 1992. An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB Circular A-108 are not applicable. The reporting requirements do not contain sensitive questions. Data is cumulative;personal identifying information is not included. Page 2 of 2 form HUD 60002(1112010) Ref 24 CFR 135 Form HUD-60002,Section 3 Summary Report, Economic Opportunities for Low-and Very Low-Income Persons. Instructions: This form is to be used to report annual 8. Program Code: Enter the appropriate program code as listed at accomplishments regarding employment and other economic the bottom of the page. opportunities provided to low-and very low-income persons under 9. Program Name: Enter the name of HUD Program corresponding Section 3 of the Housing and Urban Development Act of 1968. The with the"Program Code"in number 8. Section 3 regulations apply to any public and Indian housing programs that receive: (1)development assistance pursuant to Part I: Employment and Training Opportunities Section 5 of the U.S.Housing Act of 1937;(2)operating assistance Column A: Contains various job categories. Professionals are pursuant to Section 9 of the U.S.Housing Act of 1937;or(3) defined as people who have special knowledge of an occupation(i.e. modernization grants pursuant to Section 14 of the U.S.Housing Act supervisors,architects,surveyors,planners,and computer of 1937 and to recipients of housing and community development programmers). For construction positions,list each trade and provide assistance in excess of$200,000 expended for: (1)housing data in columns B through F for each trade where persons were rehabilitation(including reduction and abatement of lead-based paint employed. The category of"Other'includes occupations such as hazards);(2)housing construction;or(3)other public construction service workers. projects;and to contracts and subcontracts in excess of$900,000 Column B: (Mandatory Field) Enter the number of new hires for awarded in connection with the Section-3-covered activity. each category of workers identified in Column A in connection with Form HUD-60002 has three parts,which are to be completed for this award. New hire refers to a person who is not on the contractor's all programs covered by Section 3. Part I relates to employment or recipient's payroll for employment at the time of selection for the and training.The recipient has the option to determine numerical Section 3 covered award or at the time of receipt of Section 3 covered employment/training goals either on the basis of the number of hours assistance. worked by new hires(columns B,D,E and F). Part II of the form Column C: (Mandatory Field) Enter the number of Section 3 new relates to contracting,and Part III summarizes recipients'efforts to hires for each category of workers identified in Column A in comply with Section 3. connection with this award. Section 3 new hire refers to a Section 3 Recipients or contractors subject to Section 3 requirements must resident who is not on the contractor's or recipient's payroll for maintain appropriate documentation to establish that HUD financial employment at the time of selection for the Section 3 covered award or assistance for housing and community development programs were at the time of receipt of Section 3 covered assistance. directed toward low-and very low-income persons.` A recipient of Column D: Enter the percentage of all the staff hours of new hires Section 3 covered assistance shall submit one copy of this report to (Section 3 residents)in connection with this award. HUD Headquarters,Office of Fair Housing and Equal Opportunity. Column E: Enter the percentage of the total staff hours worked for Where the program providing assistance requires an annual Section 3 employees and trainees(including new hires)connected performance report,this Section 3 report is to be submitted at the with this award. Include staff hours for part-time and full-time same time the program performance report is submitted. Where an positions. annual performance report is not required,this Section 3 report is to be Column F: (Mandatory Field) Enter the number of Section 3 submitted by January 10 and,if the project ends before December 31, residents that were trained in connection with this award. within 10 days of project completion. Only Prime Recipients are Part II: Contract Opportunities required to report to HUD. The report must include Block 1: Construction Contracts accomplishments of all recipients and their Section 3 covered Item A: Enter the total dollar amount of all contracts awarded on the contractors and subcontractors, projec/program. HUD Field Office: Enter the Field Office name. Item B: Enter the total dollar amount of contracts connected with this 1. Recipient: Enter the name and address of the recipient project/program that were awarded to Section 3 businesses. submitting this report. Item C: Enter the percentage of the total dollar amount of contracts 2. Federal Identification: Enter the number that appears on the connected with this project/program awarded to Section 3 businesses. award form(with dashes). The award may be a grant, Item D: Enter the number of Section 3 businesses receiving awards. cooperative agreement or contract. Block 2: Non-Construction Contracts 3. Dollar Amount of Award: Enter the dollar amount,rounded to the Item A: Enter the total dollar amount of all contracts awarded on the nearest dollar,received by the recipient. project/program. 4&5. Contact Person/Phone: Enter the name and telephone number Item B: Enter the total dollar amount of contracts connected with this of the person with knowledge of the award and the recipient's project awarded to Section 3 businesses. implementation of Section 3. Item C: Enter the percentage of the total dollar amount of contracts 6. Reporting Period: Indicate the time period(months and year) connected with this project/program awarded to Section 3 businesses. this report covers. Item D: Enter the number of Section 3 businesses receiving awards. 7. Date Report Submitted: Enter the appropriate date. Part III: Summary of Efforts—Self-explanatory Submit one(1)copy of this report to the HUD Headquarters Office of Fair Housing and Equal Opportunity,at the same time the The Secretary may establish income ceilings higher or lower than 80 percent performance report is submitted to the program office. The Section 3 of the median for the area on the basis of the Secretary's findings such that report is submitted by January 10. Include only contracts executed variations are necessary because of prevailing levels of construction costs during the period specified in item 8. PHAs/IHAs are to report all or unusually high-or low-income families. Very low-income persons mean contracts/subcontracts. low-income families(including single persons)whose incomes do not exceed 50 percent of the median family income area,as determined by the The terms"low-income persons"and very low-income persons"have Secretary with adjustments or smaller and larger families,except that the the same meanings given the terms in section 3(b)(2)of the United Secretary may establish income ceilings higher or lower than 50 percent of States Housing Act of 1937. Low-income persons mean families the median for the area on the basis of the Secretary's findings that such (including single persons)whose incomes do not exceed 80 percent of variations are necessary because of unusually high or low family incomes. the median income for the area,as determined by the Secretary,with adjustments for smaller and larger families,except that Page i form HUD 60002(1112010) Ref 24 CFR 135 EXHIBIT "J" STANDARDS FOR COMPLETE DOCUMENTATION RESERVE AT QUEBEC, LLC HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 20 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 FORT WORTHQ., Standards of Documentation for Reimbursement of Development Costs Cost Type Documentation Standard Acquisition of Vacant Lots ® Notice to Seller (date must be on or before the date of options agreement or sales contract and signed by the buyer and seller) ® Recorded Deed of Trust ® Purchase Agreement w/Required HUD language ® Master Settlement Statement ® Appraisal or other document used to determine purchase price Proof of Payment(bank statement/cancelled check) Soft Costs (Architect, Engineer, ® Invoice Landscaping, Surveys,Appraisals, - Invoice should include: Environmental, Legal Fees, Other date; Consultants, Etc.) company's letterhead; address for which service is provided; description of service(s) and item(s); amount for itemized services; and total amount ® Proof of Payment(ie. bank statement or cancelled check) If applicable,fully executed contract/service agreements and applicable amendments - Provide printout from www.sam.gov verifying contractor/subcontractor is not listed on the debarred and suspension list If only a portion is being paid with City funds,then show calculation and documentation of how costs are allocated. Neighborhood Services FINAL as of 4/24/2013 Page 1 FORT WORTHO x Standards of Documentation for Reimbursement of Development Costs Construction Costs (Contractors & Invoice Subcontractors) - Invoice should include: date; company's letterhead; address for which service is provided; description of service(s) and item(s); amount for itemized services;and total amount • Proof of Payment(i.e. bank statement or cancelled check) • Timesheet(s)Signed by Employee and Supervisor Activity Sheet(s) Signed by Employee and Supervisor Pay Period Dates Should be Reflected • Copy of applicable inspection report(s) conducted by HED Inspector • Copy of executed agreements - Provide printout from www.sam.gov verifying contractor/subcontractor is not listed on the debarred and suspension list • If only a portion is being paid with City funds,then show calculation and documentation of how costs are allocated. • For retainage for the prime contractor, lien waivers for the prime and all subcontractors. Materials Purchased by Developer • Invoice Invoice should include: date; company's letterhead; address where materials will be used; description of service(s) and item(s); cost by quantity; and total amount • Proof of Payment(i.e. bank statement or cancelled check) Neighborhood Services FINAL as of 4/24/2013 Page 2 7,XTgIIIBI IT "K" MBE REPORTING FORM RESERVE AT QUEBEC, LLC HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 21 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 E* 9; p Qn 171 K F1 2& t4 > El > E' VS aga 'i> 1�'3 15 K ji 0-a T � a « = t y o ° « d L o ° °W . n o E C. o °� i s .,oD �O S " ep > o o Q U o v C p c o Qan o E i C F N Q C)u • Y N U qO E — o a o o o o Q L i o.c o o w°.o 0 0• U o o u o j E r o .o y a 2 z z o vKyi o v (nE� a4i - �E o T 0 4Ei G W ayi C �yj z KO 3 E L U aKi R y Sri o .X y W A C7 G C ta.. a• '••°o o ° �' « o i G 0 o u y o o ° o �C o RE 11 o o w N 4p v o m 3.� �j .o ° F O M L M i 3 c o o` o W v � o 0 0 o 43 o o " 4U ° Eb o z o N.o E E o o G o Q O E o y o•o o «a y w«.� A m M q a C U O O 30 o G ° �'o •°0 3 c w .3 0 o z E o E°QE'. c .°. o j on e o.o�ox E m " « w ° Q E, 6 a o ° u G o Qa a o a U rn 2 2 a v 1(r-�, 0 ° m >'E o Z'in'��' � v o U •c l � � •o o ° .o � E � O C 'vi o o Bw o G o 0 0 G v m o o NO G O.N E K J o o c 3 N ° € 0 1'= o � v '5 u � � •E o W �_ W a 3 E U E o O_ o vad� 4i W z [ v; j u a p ° E °_ °_ o f'� ❑ ° o v U a c -, o v° o d a v v y w « a a, �'« Goo c. 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N« «'O Ly o " N O v o qco« c .°� '� c°o'E 0 0 0 ,`o,« 3 0 2 v W o °c z W y o E C ° ° '.C. yF o E V O V o Iz o o o o c y v > L �, ° ° o in W e o N o.'n U 5 ° o >'S,° ° oz i;' GGw°w°� E '? °' GO w Q N =O K c� V p 6o V ai o o w v E•> " a E 3 d N o « °' o'o 'E I "E c o T o x'05 o o� H ° o °b oo o ,°_•-`' o ° `= o o E ::W ym o °ti c `� °c -U 6 o 0 o E a.m.. E o y E o f c a 'Q W E O S > 3 6°i Y h y o o wo o c « L o c°n E I A W '' o r °O �V-, 4�' u M? z.3 T �, « " o ff -� G y °O o o U M C O °•° K Q y Y ``�' c ° v me _ o c m a y o E c o r ° o E z v'« 3 E ° ,°�z •u G G o c.G ,� o o c •••.W C y'c.°;°'n o ✓'j V o E o-o F U'y�°.' F .°. r<„ ° o U �n .o U EXHIBIT "L" REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS RESERVE AT QUEBEC, LLC HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 22 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS The purpose of the PSH Units is to reduce the population of homeless persons in City homeless shelters. The goal of the PSH Program is to provide permanent, stable and supportive housing for homeless persons with disabilities in order to promote their self-sufficiency and foster their ability to live independently. 1. The FWHFC will retain the Supportive Services Provider for the PSH Tenants. The scope of the supportive services shall be determined by FV HFC but at a minimum shall include on-site case manager with experience in providing case management to homeless and formerly homeless persons. The cost of the PSH Program will be paid by FWHFC. 2. Developer's property manager for the project will communicate and coordinate as necessary with the Supportive Services Provider and with the providers of any rental assistance or rental vouchers to the PSH Tenants to ensure that the objectives of the PSH Program are met. The property manager may participate in the selection of PSH Tenants. 3. PSH Tenants must meet HUD's definition of chronically homeless, or be designated as having priority status by the Tarrant County Continuum of Care, or meet some other reasonably equivalent standards of need for housing and supportive services due to the nature and extent of their disability and duration of their homeless status. 4. Developer will provide on-site office space to Supportive Services Provider's staff member as well as a telephone line and internet access sufficient for the staff member to access HMIS, the Homeless Management Information System maintained by the Tarrant County Continuum of Care. The property manager shall coordinate with the designated staff member as necessary to fulfill the purposes of the PSH Program. 5. Property manager will coordinate with Supportive Services Provider regarding selection and placement of PSH Tenants ensuring that tenant selection criteria for the PSH Units is appropriate and consistent with the purpose of the PSH Program as well as the property management practices for the project. Property Manager will not unreasonably deny housing to eligible homeless persons who otherwise meet the PSH Program's standards for services. 6. Developer will proluptiy notify City, FI,VHFC and the Supportive Service vice Provider in writlug of the specific date when lease-up of the project will begin so that the Supportive Service Provider can initiate a referral and coordination process for potential tenants for the PSH Units. 7. The PSH Units may also be counted as HOME Units. HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 23 Reserve at Quebec,LLC—Reserve at Quebec Apartments Rev. 09.24.2015 M&C Review Page 1 of 3 official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA F. o.. COUNCIL ACTION: Approved on 31312015 -Resolution No.4422-03-2015 DATE: 3/3/2015 REFERENCE C-27220 LOG NAME: 17NS RESERVEATQUEBEC NO.. CODE: C TYPE: NON- PUBLIC YES CONSENT HEARING: SUBJECT: Conduct a.Public Hearing and Adopt Resolution Supporting an Application by Reserve at Quebec, LLC to the Texas Department of Housing and Community Affairs for Non- Competitive(4%) Housing Tax Credits for the Development of the Reserve at Quebec Apartments to be Located North of Northwest Centre Drive Between Buda Lane and Quebec Streets,Authorize Change in Use and Expenditure of$3,500,000.00 in HOME Investment Partnerships Program Grant Funds to the Reserve at Quebec, LLC in the Form of a Subordinate Loan for the Reserve at Quebec Apartments, Authorize Execution of a Contract,Authorize Substantial Amendments to the City's 2007-2008, 2008-2009, 2009- 2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014 and 2014-2015 Action Plans and Substitution of Funding Years (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council: 1. Conduct a Public Hearing to allow citizen comment on the application of Reserve at Quebec, LLC to the Texas Department of Housing and Community Affairs for 2015 Non-Competitive(4%) Housing Tax Credits for the proposed development of the Reserve at Quebec Apartments, a mixed income multi-family rental complex to be located north of Northwest Centre Drive between Buda Lane and Quebec Streets; 2. Adopt the attached resolution supporting the application by Reserve at Quebec, LLC to the Texas Department of Housing and Community Affairs for 2015 Non-Competitive (4%) Housing Tax Credits for the development of the Reserve at Quebec Apartments; 3. Authorize substantial amendments to the City's 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014 and 2014-2015 Action Plans; 4. Authorize the City Manager or his designee to substitute-funding years in order to meet United States Department of Housing and Urban Development commitment, disbursement and expenditure deadlines; 5. Authorize the change in use and expenditure of$3,500,000.00 in prior and current years HOME Investment Partnerships Program grant funds to the Reserve at Quebec, LLC in the form of a subordinate loan for the development of the Reserve at Quebec Apartments; 6. Authorize the City Manager or his designee to execute a contract with the Reserve at Quebec, LLC for the development for a five-year term beginning on the date of execution of the contract; 7. Authorize the City Manager or his designee to extend the contract for two one-year extensions if the Reserve at Quebec, LLC requests an extension and such extension is necessary for completion of the development; and 8. Authorize the City Manager, or his designee, to amend the contract if necessary to achieve project goals provided that the amendment is within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds. http://apps.cfwnet.org/council_packet/me review.asp?ID=20809&councildate=3/3/2015 4/16/2015 M&C Review Page 2 of 3 DISCUSSION: MV Residential Development, LLC (MV) proposes to construct the Reserve at Quebec, a mixed income multi-family rental development that will consist of up to 296 units on approximately 15 acres to be located north of Northwest Centre Drive between Buda Lane and Quebec Street. Up to 32 of the units will be set aside as permanent supportive housing for extremely low-income households, up to 16 units will be market rate and the remaining units will be available to tenants earning at or below 80 percent of Area Median Income.. The amenities proposed for the development include a clubhouse, swimming pool and walking/jogging paths. On January 6, 2015, the Board of Directors of the Fort Worth Housing Finance Corporation (HFC) approved an Agreement with MV to form the Reserve at Quebec, LLC, a Texas Limited Liability Company, and single purpose entity that will construct, own and manage the Reserve at Quebec Apartments. The HFC will form the Reserve at Quebec GP, LLC that will serve as managing member. Reserve at Quebec, LLC will submit an application to the Texas Department of Housing and Community Affairs (TDHCA)for 2015 Non-Competitive(4%) Housing Tax Credits (4%HTC) as part of the financing of the costs of the development. It is also applying to the Tarrant County Housing Finance Corporation for multi-family bonds. Public Hearing and Resolution: TDHCA requires applicants for 4% HTC to provide a resolution of"no objection" (or of support)from the governing body of the jurisdiction in which the proposed development will be sited. As part of the TDHCA requirements, the governing body must also conduct a public hearing for citizens to provide comments on the proposed development. Following the close of the public hearing, Staff recommends that the City Council approve the attached Resolution supporting the 2015 application for Non-Competitive (4%) Housing Tax Credits for the Reserve at Quebec Apartments since the development will assist the City in fulfilling its goals under its Consolidated Plan and Comprehensive Plan by supporting economic development and providing quality, accessible, affordable housing to low to moderate-income City residents as well as permanent supportive housing to very low-income residents. HOME Contract and Loan: Staff recommends a change in use and expenditure of$3,500,000.00 of the City's HOME Investment Partnerships Program (HOME) grant funds in the form of a subordinate loan to the Reserve at Quebec, LLC to be used for a portion of the acquisition and construction costs of the development. The HOME funds may be used for any HOME-eligible cost for the development as provided in the contract. Staff recommends the following contract and loan terms: 1. Contract term of five years commencing on the date of execution with two one-year extensions; 2. $1,5M of the loan funds to be repaid within 20 years of the date of the loan documents based on a 40 year amortization. Principal and interest at one percent or the Applicable Federal Rate, whichever is less, shall be paid at least annually beginning no later than conversion, as defined in the loan documents. $2M of the loan funds to be deferred and forgiven provided all HOME requirements and contract terms are met; 3. Designate HOME-assisted units according the HOME Regulations with a 20 year Affordability Period; and 4. Payment of the HOME funds and performance of the HOME requirements to be secured by a recorded deed of trust. The expenditure of HOME funds is conditioned upon the following: 1. Receipt of grant funds from the United States Department of Housing and Urban Development (HUD); 2. Satisfactory completion of an environmental review, pursuant to 24 CFR Part 58; http://apps.cfwnet.org/council_packet/mc review.asp?ID=20809&councildate=3/3/2015 4/16/2015 M&C Review Page 3 of 3 3. Authorization to use grant funds from HUD; 4. Equity, construction and permanent financing for the development acceptable to the City; 5. Award of tax credits by TDHCA; 6. Certificate of bond reservation by the Texas Bond Review Board; and 7. Closing on equity and all other financing for the development. Action Plan funding years selected may vary and be substituted based on the Principle of First In, First Out. The development will benefit low and very low-income City citizens by providing them with quality, accessible, affordable housing. A public comment period on the change in use of these HOME funds was held from January 15, 2015 to February 13, 2015. Any comments will be maintained by the Housing and Economic Development Department, in accordance with federal regulations. The development is located in COUNCIL DISTRICT 7. FISCAL INFORMATION/CERTIFICATION: The Fiscal Year 2015 budget included appropriations of$4,798,461.51 in the Grants Fund for this purpose. As of January 29, 2015, the amount of$113,414.84 has-been expended. Upon approval of this recommendation, the Financial Management Services Director certifies that funds are available within the existing appropriations for this expenditure. TO Fund/Account/Centers. FROM Fund/Account/Centers GR76 539120 005206181550 $533,894.82 GR76 539120 005206181070 1133.894.82 GR76 539120 005206271550 $276.210.59 GR76 539120 005206181360 $400,000.00 GR76 539120 017206351550 $323.789.41 GR76 539120 005206271150 $276.210,59 GR76 539120 017206461550 $94,271.43 GR76 539120 017206351150 $323.789.41 GR76 539120 017206531550 $2,117.78 GR76 539120 017206461990 $94.271.43 GR76 539120 017206281550 $804.137.57 GR76 539120 017206531990 $2,117.78 GR76 539120 017206651550 1955,446.40 GR76 539120 017206281080 $600.000.00 GR76 539120 017206721550 $510.132.00 GR76 539120 017206281990 $204.137.57 GR76 539120 017206651980 $794,076.84 GR76 539120 017206651990 $161.369.56 GR76 539120 017206721990 $510.132.00 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Cynthia Garcia (8187) Additional Information Contact: Cynthia Garcia (8187) Chad LaRoque (2661) ATTACHMENTS Map.pdf Reserve At Quebec Tax Credit Resolution CL VG (4).doc http://apps.cfwnet.org/council_packet/mc review.asp?ID=20809&councildate=3/3/2015 4/16/2015 817/2015 M&C Review Official site of the City of Fort worth,Texas CITY COUNCIL AGENDA FORT- tIRTH COUNCIL ACTION: Approved on 7/28/2015 DATE: 7/28/2015 REFERENCE C-27399 LOG NAME: 17NS NO.: RESERVEATQUEBECUPDATE2 CODE: C TYPE: NOW PUBLIC NO CONSENT HEARING: SUBJECT: Amend Mayor and Council Communication C-27220 for the Development of the Reserve at Quebec Apartments to Authorize Expenditure of HOME Investment Partnerships Program Grant Funds of$2,000,000.00 to MV Affordable Housing LLC, in the Form of a Subordinate Forgivable Loan, Authorize Execution of Contract, Approve Assignments of Contract and Loan Documents and Approve Waiver of Certain Related Development Fees Estimated at$204,000.00 (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council: 1. Amend Mayor and Council Communication C-27220 for the development of the Reserve at Quebec Apartments to authorize expenditure of$2,000,000.00 of HOME Investment Partnerships Program grant funds to MV Affordable Housing LLC, in the form of a subordinate deferred forgivable loan; 2. Authorize the City Manager or his designee to execute a HOME contract for the development with MV Affordable Housing LLC, for the $2,000,000.00 forgivable loan for a five year term beginning on the date of execution of the contract; 3. Authorize the City Manager or his designee to extend the HOME contract for two one-year extensions if such extension is necessary for completion of the development; 4. Authorize the City Manager or his designee to amend the HOME contract if necessary to achieve project goals provided that the amendment is within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds; 5. Authorize the acceptance of an assignment to City by MV Affordable Housing LLC, of the loan documents for the $2,000,000.00 forgivable loan made by MV Affordable Housing LLC, to Reserve at Quebec, LLC, and approve the assignment by MV Affordable Housing LLC, of the related HOME contract to Reserve at Quebec, LLC; 6. Approve the waiver of certain related development fees estimated at$204,000.00 which will count towards the City's match obligation for the HOME Investment Partnerships Program grant funds; and 7. Find that the waiver of such fees serves to carry out the public purpose of providing quality, accessible, affordable housing for low to moderate-income families and individuals in accordance with the City's Comprehensive Plan and Annual Action Plan and that adequate controls are in place through the HOME contract to carry out such public purpose. DISCUSSION: On March 3, 2015, the City Council approved the change in use and expenditure.of$3,500,000.00 of HOME Investment Partnerships Program (HOME) grant funds to the Reserve at Quebec, LLC (Reserve) for the development of the Reserve at Quebec Apartments, a proposed 296-unit mixed http://apps.cfwnet.orgleouncil_packedmc review.asp?1D=21129&councildate=7/28!2015 113 W7/2015 M&C Review income multifamily development to be located between Buda Lane and Quebec Street (M&C C -27220). Of the $3,500,000.00 in HOME funds, $1,500,000.00 is to be repaid and $2,000,000.00 is to be a forgivable loan, provided all HOME requirements and contract terms are met. Miller-Valentine Operations; Inc., whose affiliate MV Reserve at Quebec, LLC, will be a member of Reserve, has requested that its affiliate MV Affordable Housing LLC (MVAH), be the initial borrower of the $2,000.000.00 forgivable loan instead of Reserve so that there is no risk that the loan proceeds will be subject to taxation by the Internal Revenue Service. MVAH will execute a HOME contract and a promissory note for the $2,000,000.00 in favor of the City and simultaneously loan the $2,000,000.00 to Reserve for the development. To collateralize the loan from City to MVAH, the loan documents for the $2,000,000.00 loan from MVAH to Reserve will be assigned by MVAH to the City and MVAH will assign its obligations under the related HOME contract to Reserve. All other terms for the $1,500,000.00 HOME loan to Reserve, the $2,000,000.00 forgivable HOME loan and the related HOME contracts for those funds approved under M&C C-27220 remain the same. Staff recommends amending M&C C-27220 to allow City to enter into a HOME contract for a $2,000,000.00 forgivable loan with MVAH for the development of the Reserve at Quebec Apartments, approve the collateral assignment by MVAH to City of related loan documents and approve the assignment by MVAH of the related HOME contract to Reserve. Fee Waivers: The City is obligated to match 12.5 percent of the HOME funds drawn from its HOME Treasury Account each program year as part of its annual entitlement grant from the United States Department of Housing and Urban Development (HUD). The City's match obligation must be satisfied annually from non-federal sources used for qualified housing projects, such as donated materials, cash donations, in-kind contributions and sweat equity. In order to assist the City in meeting its match requirement for the HOME grant, Staff recommends that the City waive'fees estimated at$204,000.00 related to the development of the Reserve at Quebec Apartments that would otherwise be charged by the City including but not limited to: (a) all building permit related fees (including Plans Review, Inspections and Re-inspection Fees); (b) Plat/Replat Application Fees; (c) Board of Adjustment Application Fees; (d) Demolition Fees; (e) Structure Moving Fees; (f) Zoning Fees; (g) Street/Alley and Utility Easement Vacation Application Fees; (h) Temporary Encroachment Fees; (i) Consent/Encroachment Agreement Application Fees; Q) Urban Forestry Application Fees; (k) Sign Permit Fees; (1) Community Facilities Agreement (CFA) Application Fees; and (m) Street Closure Fees. Water and sewer impact fees are not waived and must be paid in full by Reserve, the developer. Staff recommends the waiver of the above listed fees as an appropriate tool that incentivizes and promotes private financial participation with the City in its pursuit of-the goals in the Comprehensive Plan and the Annual Action plan for creating quality, accessible, affordable housing for low to moderate- income families and individuals. By maximizing the fiscal efficiency of the financial participation by a private developer, the fee waivers will serve the public purpose of assisting the City in meeting its affordable housing goals, including in this project specifically, the City's goal of providing more permanent supportive housing units. The provisions of the HOME contract establish adequate controls to ensure that the public purpose associated with these fee waivers is carried out. The development is located in COUNCIL DISTRICT 7. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will not increase the total appropriation of City funds. I TO Fund/Account/Centers FROM Fund/Account/Centers http://apps.cfwnet.orgteouncil_packeUmc review.asp?ID=21129&councildate=7/28/2015 213 W/2015 M&C Review Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Allison Gray(8187) Additional Information Contact: Chad LaRoque (2661) Avis Chaisson (6342) ATTACHMENTS Map.pdf i hHp://apps.cfwnet.org/council_packeYmc review.asp?ID=21129&counel[date=7/28/2015 3/3