Loading...
2006-296FILE REFERENCE FORM 2006-296 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILES Date Initials Amendment to Agreement [original is attached] 06/12/07 JR Second Amendment to Agreement -Ordinance No. 2008-122 06/17/08 J R Third Amendment to Agreement -Ordinance No. 2009-002 01/06/09 J R S:\Our Documents\Ordinances\06\DAHC 2006 ord.doc ORDINANCE NO. ;: tJOh - Zq b AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON AFFORDABLE HOUSING CORPORATION; PROVIDING FOR THE TERMS OF SAID CONTRACT; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND TO EXPEND FUNDS WITH RESPECT TO THE AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City has received funds from the U.S. Department of Housing and Urban Development under the National Affordable Housing Act of 1990 as amended by the Housing and Community Development Act of 1992; and WHEREAS, the City has adopted a budget for such funds included therein an authorized program budget for expenditure of funds, for operating costs and project funding for the Denton Affordable Housing Corporation ("DAHC"); and WHEREAS, the City Manager has determined that the DAHC is the only state-certified community housing development organization ("CHDO") that includes the required number of low income citizens from the City on its. board of directors necessary to satisfy federal requirements to serve the City's geographical area and that DAHC has provided management services to the City to provide affordable housing within the City which has significantly benefited the community; and WHEREAS, DAHC has a demonstrated history of significant service to the community in the area of affordable housing; and WHEREAS, this Agreement, therefore, qualifies as a sole source procurement in accordance with 9252.022(7)(f) of the TEX. LOC. GOV'T CODE and does not need to be competitively bid; and WHEREAS, DAHC is a neighborhood-based non-profit organization and this Agreement is also authorized by 9373.005 of the TEX. LOC. GOV'T CODE to meet the needs and objectives of the City's Community Development Plan; and WHEREAS, the City Council deems it in the public interest to enter into an agreement for an affordable housing program with the DA-HC; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. The City Council hereby approves the attached Agreement between the City and the DAHC to provide for an affordable housing program in accordance with the terms of this Agreement, which Agreement is made a part of this ordinance for all purposes, and authorizes the City Manager to execute this Agreement. S:\Our Documents\Ordinanccs\06\DAHC 2006 ord.doc SECTION 2. The City Council authorizes the expenditure of funds for operating costs and project funding for the DARC in accordance with the terms of the attached Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ..31!!/ day of ()dpo~r ,2006. ~~~~ ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY TTORNEY BY: S:\Ou, DocumelllsIConrr.ctslO6\DAHC 2006-2007 C<>mucl.doc AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON AFFORDABLE HOUSING CORPORATION This Agreement between the City of Denton and the Denton Affordable Housing Corporation ("Agreement") is made and entered into by and between the City of Denton, a Texas municipal corporation ("CITY"), acting by and through its City Manager, pursuant to ordinance, and the Denton Affordable Housing Corporation, Denton, Texas a certified non-profit community housing development corporation, ("CONTRACTOR"). WHEREAS, CITY has received funds from the U. S. Department of Housing and Urban Development under the National Affordable Housing Act of 1990 as amended by the Housing and Community Development Act of 1992; WHEREAS, CITY has adopted a budget for such funds and included therein an authorized Program Budget for expenditure of funds for provision of an affordable housing program by the Denton Affordable Housing Corporation included as Attachment "B"; WHEREAS, CITY has designated the Community Development Division as the division responsible for the administration of this Agreement and all matters pertaining thereto; and WHEREAS, the City Manager has determined that CONTRACTOR is the only state- certified community housing development organization (CHDO) that includes the required number of low-income citizens from the CITY on its board of directors to satisfy federal requirements necessary to serve the CITY's geographical area; that the CONTRACTOR has provided management services to the CITY to promote affordable housing within the CITY which has significantly benefited the community; and CONTRACTOR has a demonstrated history of significant service to the community in the area of affordable housing; and WHEREAS, CITY wishes to engage CONTRACTOR to carry out such project; NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance ~nd accomplishment of the conditions hereinafter described. 1. TERM This Agreement shall commence on or as of October I. 2006, and shall terminate on December 31, 2007, unless adjusted by the CITY. Request for an adjustment must be in writing and is to be submitted to the Community Development Division. , 2. RESPONSIBILITIES A. CONTRACTOR hereby accepts the responsibility for the performance of all services and activities, described in the Work Statement attached hereto as Attachment "A" and incorporated herein as if set forth at length, in accordance with the Program Budget attached hereto as Attachment "B" and the Schedule of Contract Activities attached hereto as Attachment "C" and incorporated herein as if set forth at length, and as otherwise set forth herein, in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein, B. CONTRACTOR's executive director shall be CONTRACTOR's representative responsible for the management of all contractual matters pertaining hereto, unless written notifica- tion to the contrary is received from CONTRACTOR, and approved by CITY. C. CONTRACTOR agrees that all individual projects under the Affordable Housing Opportunity Program and the New Construction Program described in Attachment "A" to be assisted with HOME funds will have prior approval from the CITY of Denton. CONTRACTOR agrees that project delivery costs paid with HOME funds or HOME proceeds will not exceed more than 10% of the total project cost as determined by the CITY. D. The CITY's Community Development Administrator will be CITY's representative responsible for the administration of this Agreement. E. CONTRACTOR shall be certified as a "Community Housing Development Organization" (CHDO) with the State of Texas and the City of Denton. CONTRACTOR shall maintain CHDO Certification for the duration of the contract term. I F. CONTRACTOR shall not request disbursement of funds until they are needed for payment of eligible costs. The amount of each request will be limited to the amount needed as per 92.504 (c )(3)(viii). G. CONTRACTOR shall not change the Program Budget without pnor written approval from the CITY. H. CITY shall be responsible for performing a general environmental review to insure necessary compliances are met. I. CONTRACTOR shall be responsible for performing a site-specific environmental review prior to acquisition of properties to be used for affordable housing projects. The site- specific review must be submitted to the Community Development Division prior to final project approval. I J. CONTRACTOR shall conduct ,a public hearing at least once annually to review proposed and in-progress activities and receive ,citizen input. Hearing(s) will be advertised at least 15 days in advance. Advertising, at a minimum, must include publication in a newspaper with local circulation. The hearing may be combined with CONTRACTOR's annual membership meeting. A summary of comments from the public hearing will be submitted to the Community Development Division within 30 days of the date of the public hearing. Page 2 of 14 K. CONTRACTOR shall provide iimely notice to "neighborhood" residents prior to increasing the number of units in the area by more than two single family or four multifamily units, or prior to renovating more than five units. Notice will include contact information or identification of opportunities for residents to comment on the proposed development. CITY staff will determine "neighborhood" boundaries. 3. CITY'S & CONTRACTOR'S OBLIGATIONS A. CITY shall provide funds in the amount of $140,000 or less in project funds to the CONTRACTOR for specific housing projects and programs as described the Work Statement, Attachment "A". . B. CONTRACTOR may request a maximum of $30,000 in 2006-'07 funds per unit. Additional project costs may be paid with program proceeds and funds from other sources. C. CONTRACTOR agrees to hold and save harmless the CITY, its officers and , employees from any and all loss, cost, or damage of every kind [including, property damage, bodily injury or death], nature or description arising under this Agreement. D. This Agreement and the payments made hereunder are contingent upon receipt of U.S. Department of Housing and Urban Development funds pursuant to the HOME Investment Partnership Program, and shall terminate immediately, not withstanding the provisions of Article XIX hereof, should such funds be discontinued for any reason. E. The CONTRACTOR may not r,equest disbursement of funds until they are needed for payment of eligible costs. The amount of each request by the CONTRACTOR shall be limited to the amount needed in accordance with 24 CFR 92.504 (c)(3)(viii) and shall involve the activities set forth in the "Contract Activity Schedule" attached as Attachment C. F. CONTRACTOR may not request reimbursement for expenditures that occurred more than ninety (90) days prior to the submission of the reimbursement request to the Community Development Division. G. Upon dissolution of the CONTRACTOR any remaining funds or assets derived from the expenditure of the CITY's funds, hereinafter sometimes described as the CITY's HOME funds, proceeds or HOME-funded projects, must be immediately returned to the CITY. 4. COMPLIANCE WITH FEDE~, STATE AND LOCAL LAWS A. The CITY and CONTRACTOR agree to perform their duties arising pursuant to the Agreement in compliance with the U.S. Depaqment of Housing and Urban Development HOME Investment Partnership Program regulations at 24 CFR 92. B. CONTRACTOR shall comply with all prescribed procedures regarding nondiscrimination and equal opportunity, affirmative marketing, displacement and relocation, labor Page 3 of 14 relations, lead-based paint and conflict of interest provisions described in 24 CFR 92 subpart H and 24 CFR 92.504. C. CONTRACTOR agrees to ensure that all HOME-assisted housing or housing identified as match for the HOME program meets all affordability requirements identified in 24 CFR 92.252 or 92.254. CONTRACTOR further agrees to develop a deed of trust for use with all HOME-assisted units that incorporates these (equirements, including remedies for breach of the agreement provisions. CONTRACTOR will provide the CITY with a copy of the deed of trust with provisions described above for approval before the sale of any HOME-assisted units. D. CONTRACTOR agrees that as a certified Community Housing Development Corporation, they will comply with 24 CFR 92.300 and 92.301. E. If it is determined that the use of the funding provided by the CITY does not meet the requirements of the U.S. Department of Housing and Urban Development HOME Investment Partnership Program, the CONTRACTOR shall reimburse the CITY for the costs determined to be disallowed under the U.S. Department of Housing and Urban Development HOME Investment Partnership Program regulations. F. CONTRACTOR agrees that all housing assisted under this agreement will meet the property standards requirements in 24 CFR 92.251 and lead-based paint standards in 24 CFR 92.355. G. CONTRACTOR agrees to comply with displacement and relocation requirements at 24 CFR 92.504 and 92.353. H. CONTRACTOR agrees to comply with procurement requirements at 24 CFR 84.44; 84.45; 84.46; 84.47 and 84.48. I. CONTRACTOR certifies that it is not currently listed on thc General Services Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with Exccutive Orders 12549 and' 12689 and will not entcr into agreements to expend Federal fLmds with contractors that are currently listed. J. CONTRACTOR agrees to comply with all applicable Federal laws, laws of the State of Texas and ordinances of the City of Denton. 5. REPRESENTATIONS A. The CITY is providing funding to the CONTRACTOR in order to promote development of affordable housing. Use of funds for programming will meet this stated goal. , B. The CITY is the only agent authorized to designate changes to the Program Budget or to approve specific projects and programs authorized pursuant to the non-administration portion of the Program Budget. C. CONTRACTOR assures and guarantees that it possesses the legal authority, Page 4 of 14 pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement. D. The person or persons signing and executing this Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute this Agreement on behalf of CONTRACTOR and to validly and legally bind CONTRACTOR to all terms, performances and provisions herein set forth. E. CITY shall have the right, at its option, to either temporarily suspend or permanently terminate this Agreement if there is a dispute as to the legal authority of either CONTRACTOR or the person signing the Agreement to enter into this Agreement. CONTRACTOR is liable to CITY for any money it has received from CITY for performance of the provisions of this Agreement if CITY has suspended or terminated this Agreement for the reasons enumerated in this Section. F. CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Agreement will in no way be substituted for funds and resources from other sources, nor in any way serve to reduce the resources, services, or other benefits which would have been available to, or provided through, CONTRACTOR had this Agreement not been executed. 6. PROGRAM INCOME A. HOME program income is defined as all fees and interest payments on HOME- assisted units/projects and any interest income on deposited HOME funds or program proceeds collected by the CONTRACTOR. Program income may be retained by the CONTRACTOR to be used for HOME-eligible activities included in \he Work Statement included herein as Attachment "A". Provided, however that any interest on deposited HOME funds must be remitted to the CITY on a quarterly basis. I B. HOME program proceeds are defined as income from the sale of HOME-assisted housing. Proceeds may be retained by the CONTRACTOR for use on other HOME-eligible activities included in the Work Statement included here as Attachment "A". C. Any income generated from the use of HOME funds, proceeds, or any income generated through subsequent use of these funds shall continue to be used by the CONTRACTOR for HOME-eligible activities included in the Work Statement in the City of Denton. Use of the funds on projects or programs other than thos~ identified in this Agreement must be approved in writing by the CITY. Any income retained and used by the CONTRACTOR must be available to the CITY as a matching contribution for the HOME program. Upon request, CONTRACTOR will approve appropriate certifications stating that funding is available as a HOME program match to the CITY. ; 7. MAlNTENAN~E OF RECORDS A. CONTRACTOR agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of the funds received pursuant to this Agreement and pursuant to any other applicable Federal and/or State regulations establishing standards for financial management. CONTRACTOR's record system shall contain sufficient documentation to provide Page 5 of 14 detailed support and justification for each expenditure. Nothing in this Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other provision of this Agreement or any applicable law. CONTRACTOR shall include the substance of this provision in all subcontracts. I B. CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting policies and procedures pertaining'to the operation of programs and expenditures of funds pursuant to this Agreement for the period of time and under the conditions specified by CITY. C. CONTRACTOR shall submit a copy of each annual independent audit or any organizational audit conducted, to the Community Development Division within 30 days of the date of completion. D. Nothing in the above subsections shall be construed to relieve CONTRACTOR of responsibility for retaining accurate and current records, which clearly reflect the level and benefit of services, provided pursuant to this Agreement. E. At any reasonable time and' as often as CITY may deem necessary, the CONTRACTOR shall make available to CITY, or any of its authorized representatives, all of its records and shall permit CITY, or any of its authorized representatives to audit, examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, conditions or employment and all other data relating to the program requested by said representatives. F. The CONTRACTOR shall give the City of Denton, the U.S. Department of Housing and Urban Development, or any of their duly authorized representatives, access to and the right to examine all books, accounts, records, reports, files and other papers belonging to or in use by the CONTRACTOR pertaining to this Agreement. Such rights to access shall continue as long as the CONTRACTOR is required to retain the records. . ,8. REPORTS AND INFORMATION A. CONTRACTOR shall provide quarterly financial and beneficiary reports that shall contain such records, data and information as; CITY may request and deem pertinent to matters covered by this Agreement. Reports shall be due to the Community Development Division within 45 days of the end of the quarter. CONTRACTOR shall provide any additional information as requested by the CITY within 10 days. , B. CONTRACTOR shall submit copies of all public meeting advertisements and residents notifications setting forth the time and place thereof, including, without limitation, board of director's meetings, to the Community Development Division office at least 72 hours prior to the meeting in accordance with Section 16 of this Agreement. Page 6 of 14 .9. INSURANCE A. CONTRACTOR shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement. B. The premises on and in which the activities described in Exhibit A are conducted, and the employees conducting these activities, shall be covered by premise liability insurance, com- monly referred to as "Owner/Tenant" coverage with CITY named as an additional insured. Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate insurance coverage arrangements. C. CONTRACTOR will comply with applicable workers' compensation statutes and will obtain employers' liability coverage where available and other appropriate liability coverage for program participants, if applicable. ~ D. CONTRACTOR will maintain adequate and continuous liability insurance on all vehicles owned, leased or operated by CONTRACTOR. All employees of CONTRACTOR who are required to drive a vehicle in the normal scope and course of their employment must possess a valid Texas driver's license and automobile liability insurance. Evidence of the employee's current possession of a valid license and insurance must be maintained on a current basis in CONTRACTOR's files. E. Actual losses not covered by insurance as required by this Section are not allowable costs under this Agreement, and remain the sole responsibility of CONTRACTOR. F. The policy or policies of insur~ce shall contain a clause which requires that CITY and CONTRACTOR be notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation. '10. EQUAL OPPORTUNITY During the performance of this Agreement, the CONTRACTOR is subject to Executive Order 11246, as amended, and, therefore, agrees to the following: (1) The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, or familial status. The CONTRACTOR will take affirmative action to ensure that applicants who are employed are treated during employment without regard to their race, color, religion, sex, national origin, or familial status, concerning such employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of payor their apprenticeship. The CONTRACTOR agrees to post in conspicuous places, available to both employees and applicants for employment, notices to be provided by the CITY setting forth provisions of this nondiscrimination clause. Page 7 of 14 (2) The CONTRACTOR, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, or familial status. ,II. CONFLICT OF INTEREST A. CONTRACTOR agrees to comply with the federal regulations at 24 CFR 92.356. B. CONTRACTOR covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. CONTRACTOR further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. C. CONTRACTOR further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use this position for a purpose that is or gives the appearance of being motivated by desire for private gain for themselves, or others, particularly those with which they have family, business, or other ties. D. No officer, member, or employee of CITY and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest. 12. POLITICAL OR SECTARIAN ACTIVITY A. None of the performance rendered hereunder shall involve any political activity (including, but not limited to, any activity to further the election or defeat of any candidate for public office) or any activity undertaken to influence the passage, defeat or final content of legislation. . B. None of the performance rendered hereunder shall involve or benefit in any, manner any sectarian or religious activity. .13. WARRANTIES CONTRACTOR represents and warrants that: A. All information, reports and data heretofore or hereafter requested by CITY and furnished to CITY, are complete and accurate' as of the date shown on the information, data, or report, and, since that date, have not undergoqe any significant change without written notice to CITY. B. Any supporting financial statements heretofore requested by CITY and furnished to Page 8 ofl4 CITY, are complete, accurate and fairly reflect the financial condition of CONTRACTOR on the date shown on said report, and the results of the operation for the period covered by the report, and that since said date, there has been no material change, adverse or otherwise, in the financial condition of CONTRACTOR. C. No litigation or legal proceedings are presently pending or threatened against CONTRACTOR. D. None of the provisions herein contravenes or is in conflict with the authority under which CONTRACTOR is doing business or with the provisions of any existing indenture or agreement of CONTRACTOR. E. CONTRACTOR has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of CONTRACTOR is subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by CONTRACTOR to CITY. G. Each of these representations land warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. 14. COVENANTS A. During the period of time that payment may be made hereunder and so long as any payments remain unliquidated, CONTRACTOR shall not, without the prior written consent of the Community Development Administrator or her authorized representative: (I) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of CONTRACTOR now owned or hereafter acquired by it, or permit any pre-existing mortgages, liens, or other encumbrances to remain on, or attached to, any a~sets of CONTRACTOR which are allocated to the performance of this Agreement and with respect to which CITY has ownership hereunder. (2) Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or claims for money due or to become due. (3) Sell, convey, or lease all or substantial part of its assets. (4) Make any advance or loan to, or incur any liability for any other firm, person, entity or corporation as guarantor, surety, or accommodation endorser. (5) Sell, donate, loan or transfer any equipment or item of personal property purchased with funds paid to CONTRACTOR by CITY, unless CITY Page 9 of 14 authorizes such transfer. B. CONTRACTOR agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the Community Development Division. 15. MONITORING AND EVALUATION A. CITY shall perform on-site monitoring of CONTRACTOR's performance under this Agreement. B. CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and Objectives, which are attached hereto as Attachment A, as well as other provisions of this Agreement. C. CONTRACTOR agrees to cooperate fully with CITY in the development, implementation and maintenance of record-keeping systems and to provide data determined by CITY to be necessary for CITY to effectively fulfill its monitoring and evaluation responsibilities. D. CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CITY in such monitoring and to designate one of its staff members to coordinate the monitoring process as requested by CITY staff. E. CITY shall provide a written evaluation of contract performance to the CONTRACTOR within 30 days of the monitoring. Written notification will be provided to staff and the board of directors. F. Within 60 days of notification-by the CITY, the CONTRACTOR shall provide complete responses include a statement acknowledging any corrective action required to be taken due to City of Denton monitoring findings and concerns. G_ CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY within fifteen (15) working days of receipt by CONTRACTOR. 16. DIRECTORS' MEETINGS A. During the terms of this Agreement, CONTRACTOR shall cause to be delivered to CITY copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof. Such notice shall be delivered to CITY in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. B. CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors' meetings, C. Minutes of all meetings of CONTRACTOR's governing body shall be available to Page 10 of 14 CITY within ten (10) working days of approvaL 17. NEPOTISM I CONTRACTOR shall not employ in any paid capacity any person who is a member ofthe immediate family of any person who is currently employed by CONTRACTOR, or is a member of CONTRACTOR's governing board. The term "member of immediate family" includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-chi ld, half-brother and half-sister. 18. SUSPENSION OF FUNDING A. Upon determination by CITY of CONTRACTOR's failure to timely and properly perform each of the requirements, time conditions and duties provided herein, CITY, without limiting any rights it may otherwise have, may, at its discretion, and upon ten (10) working days written notice to CONTRACTOR, withhold further payments to CONTRACTOR. Such notice may be given by mail to the Executive Officer and the Board of Directors of CONTRACTOR. The notice shall set forth the default or failure alleged, and the action required for cure. B. The period of such suspension shall be of such duration as is appropriate to accomplish corrective action, but in no event shall it exceed thirty (30) calendar days. At the end of the suspension period, if CITY determines the default or deficiency has been satisfied, CONTRACTOR may be restored to full compliance status and paid all eligible funds withheld or impounded during the suspension period. If, however, CITY determines that CONTRACTOR has not come into compliance, this Agreement may be terminated under Section 19 of this Agreement. 19. TERMINATION A. The CITY shall have the right to terminate this Agreement, in whole or in part, at any time whenever the CITY determines that the CONTRACTOR has failed to comply with any term of this Agreement. The CITY shall notify the CONTRACTOR in writing thirty (30) days prior to the date of termination, the effective date of such termination, and in the case of partial termination, the portion of the Agreement to be terminated. Property shall be subject to disposition. B. The CITY shall have the right to terminate this Agreement for convenience, in whole or in part by written notification to the CONTRACTOR which shall include the reason for such termination, the effective date and the portion to be terminated. C. If, in the case of a partial termination, it is the determination of CITY that the remaining portion of the award is not sufficient to accomplish the project as described in the Work Statement, CITY may require that the entire grant be terminated. 20. INDEMNIFICATION Page 11 of 14 A. It is expressly understood and agreed by both parties hereto that CITY is contracting with CONTRACTOR as an i,!dependent CONTRACTOR and that as such, CONTRACTOR shall save and hold CITY, its officers, agents and employees harmless from all liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting in whole or in part from the performance or omission of any employee, agent or representative of CONTRACTOR. B. CONTRACTOR agrees to provide the defense for, and to indemnify and hold harmless CITY its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorneys fees, expenses, and liability arising out of the use of these contracted funds and program administration and implementation except to the extent caused by the willful act or omission of CITY, its agents, employees, or contractors. 21. NOTICE \ For purposes of this Agreement, all official communications and notices among the parties I shall be deemed made as of the date mailed if sent postage paid to the parties and address set for below: I TO l'TTY: TorONTRArTOR: City Manager City of Denton 215 E. McKinney St. Denton, Texas 76201 Director D,enton Affordable Housing Corporation 604 N Bell Avenue Denton, Texas 76209 22. VENUE This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agree(l1ent shall be in a court of competent jurisdiction sitting in Denton County, Texas. ' 23. CONSOLIDAT~ON AGREEMENT This Agreement consolidates and replaces all previous Agreements between CITY and CONTRACTOR and all Amendments to those Agreements except where otherwise expressed . . herein. Provided, however, that CONTRACTOR shall be required to maintain all affordability requirements on all HOME funded projects, shall fully perform all continuing obligations required under these previous Agreements and applicable state, federal and local laws and shall continue to use all HOME proceeds from any CITY-funded projects since CONTRACTOR's inception for HOME-eligible activities as described in this Agreement and as may be required by law. Page 12 of 14 /) ~ WJTNESS OF WHICH this Agree~ent has been executed on this the 3~ day of 4/w{)er ,2006. CITY OF DENTON B~ fio<<Jrf0J11fi.f;- : HOWARD MARTIN, ITYMANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY "y~~ APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY BY: DENTON AFFORDABLE HOUSING CORPORATION B~~~ J1J1v~(4/ ARD PRESIDENT ATTEST: /::' ~v <1/. ?().IlJe.- SECRETARY Page 13 of 14 ATTACHMENT "A" WORK STATEMENT AND PERFORMANCE OUTCOME GOALS Denton Affordable Housing Corporation The Denton Affordable Housing Corporation ("DAHC") was developed to increase the supply of affordable housing in the Denton area. The organization is designed to cany out the following activities but is not limited to these: administration, rehabilitation, acquisition, new construction, tenant-based rental assistance and public service programs. Expenditure of City funds for housing projects is limited to projects within the city limits of Denton. DAHC's projects and programs will primarily benefit low and moderate-income households. Low and moderate income is defined as households below 80% of the area median mcome. I The Affordable Homeownership Opportunity Program provides for acquisition, renovation and sale of single-family units. HOME Program 20.06-2007 funding in the amount of $140,000 will be used in the Program. Proceeds from the sale of completed projects will be placed in the AHOP program fund for future projects. Each project must include a minimum of $5,000 and no more than $30,000 in 2006-'07 HOME funding. On each project, a non-specified amount of funding must be expended on either acquisition or rehabilitation of the unit. A non-specified amount of funding must also be expended to provide homebuyer assistance and this amount will determine the extent of the required affordability period. No more than 10% of the HOME portion of the project sales proceeds may be used for project delivery costs for the program. The HOME portion of the proceeds is based on the percentage of HOME funds included in the project. A minimum nf/nur (4.) unit... will hp ...nld In lnw rInd mndprntp-inrnmp hnmph1JYpy,\ The Affordable Housing Construction Program provides funding to construct single-family units. Properties suitable for single-family housing will be acquired through purchase or donation. Units will be constructed in such a way as to make them affordable to low and moderate-income households. Units will be sold to HOME-eligible households. Not more than 10% of the total funding amount may be used to assist buyers with down payment and closing costs. A minimum nf nnp (I) 1/11it will hp rnn'\trurtprl and '\nld If) Inw and mnrlprntp inrnmp hnmphuypr'\ ATTACHMENT "B" PROGRAM BUDGET Affordable Homeownership Opportunity Program Affordable Housing Construction Program * Both programs will also use program proceed~ for projects. $140,000 *no 2006-2007 funding ATTACHMENT "C" SCHEDULE OF CONTRACT ACTIVITIES Affordable Housing Opportunity Program - Acquisition, Rehabilitation, Homebuyer Ass!. 30.000 $30.000 $30.000 $20.000 $140.000 New Construction Program Use of Program Proceeds to Construct Additional Unites) C:\DOCUM G-1 \CADICK\LOCALS-1 \Temp\XPgrpwise\200(i 07 first amend.dac AMENDMENT TO AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON AFFORDABLE HOUSING CORPORATION This Amendment to that certain Agreement between the City of Denton (hereinafter referred to as "CITY") and the Denton Affordable Housing Corporation (hereinafter referred to as "CONTRACTOR"), this Agreement hereinafter referred to as "Base Agreement", which is attached hereto as Exhibit I. WHEREAS, by Ordinance No. 2006-296 dated October 3, 2006, the CITY authorized its City Manager to execute an Agreement with the CONTRACTOR to provide acquisition and renovation, and new construction to promote affordable housing in the City of Denton in return for CITY providing an amount not to exceed $140,000 for affordable housing projects described in the Work Statement, Attachment A, attached to the Base Agreement; and WHEREAS, the "Base Agreement" does not set forth either resale or recapture provisions for the CONTRACTOR'S homeownership units and this is a required component of the agreement due to the nature of the Home Investment Partnership Program (HOME) funding allocated to the CONTRACTOR by CITY; NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described. 1. That Section 4, "Compliance with Federal, State and Local Laws" of the Base Agreement, subsection C is amended to read as follows: CONTRACTOR agrees to ensure; that all HOME-assisted housing or housing identified as match for the HOME program meet all affordability requirements identified in 24 CFR 92.252 and 92.254, as applicable. If the housing does not meet the identified affordability requirements for the specified time period the CONTRACTOR will reimburse all HOME funds utilized on the project to the CITY. To secure each homeownership unit for the required affordability period, the CONTRACTOR will set forth, in a written agreement with each homebuyer participant a recapture provision to be enforced in the event that the homebuyer vacates the unit for any reason. 2. That save and except as amended hereby, the remaining sections, subsections, sentences and clauses of the Base Agreement dated October 3, 2006 shall remain in full force and effect. IN WIT SS of which this Amendment has been executed on this the day of ~~/,~/'l,~i 2007, by the duly authorized officials of the CITY and the CONTRACTOR. C:ID000MP 1\CADICK\LOCALS-1\Temp\XPgrpwise1200007 firs[amend.doc ~~ CITY OF DENTON !- GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY r BY: ~ , DENTON AFFORDABLE HOUSING CORPORATION LINNIE MCADAMS BOARD PRESIDENT ATTEST: BY: ~'a.~o,~ ~/ c~/~~ BOARD SECRETARY Sbur puummu`Cnnvx~Stt~OAHC ]U]6]CO]COnvuLtloc Exhibit 1 AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON AFFORDABLE HOUSING CORPORATION This Agreement between the City of Denton and the Denton Affordable Housing Corporation ("Agreement") is made and entered into by and between the City of Denton, a Texas municipal corporation ("CITY"), acting by and through its City Manager, pursuant to ordinance, and the Denton Affordable Housing Corporation, Denton, Texas a certified non-profit community housing development corporation, ("CONTRACTOR"). WHEREAS, CITY has received funds from the U. S. Department of Housing and Urban Development under the National Affordable Housing Act of 1990 as amended by the Housing and Community Development Act of 1992; WHEREAS, CITY has adopted a budget for such funds and included therein an authorized Program Budget for expenditure of funds for provision of an affordable housing program by the Denton Affordable Housing Corporation included as Attachment "B' ; WHEREAS, CITY has designated the Community Development Division as the division responsible for the administration of this Agreement and all matters pertaining thereto; and WHEREAS, the City Manager has determined that CONTRACTOR is the only state- certified community housing development organization (CHDO) that includes the required number of low-income citizens from the CITY on its board of directors to satisfy federal requirements necessary to serve the CITY's geographical area; that the CONTRACTOR has provided management services to the CITY to promote affordable housing within the CTI'Y which has significantly benefited the community; and CONTRACTOR has a demonstrated history of significant service to the community in the azea of affordable housing; and WHEREAS, CITY wishes to engage CONTRACTOR to carry out such project; NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described. 1. TERM This Agreement shall commence on or as of October 1, 2006, and shall terminate on December 3L 2(107, unless adjusted by the CITY. Request for an adjustment must be in writing and is to be submitted to the Community Development Division. 2. RESPONSIBILITIES A. CONTRACTOR hereby accepts the responsibility for the performance of all services and activities, described in the Work Statement attached hereto as Attachment "A" and incorporated herein as if set forth at length, in accordance with the Program Budget attached hereto as Attachment "B" and the Schedule of Contract Activities attached hereto as Attachment "C" and incorporated herein as if set forth at length, and as otherwise set forth herein, in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein. B. CONTRACTOR's executive director shall be CONTRACTOR's representative responsible for the management of all contractual matters pertaining hereto, unless written notifica- tion to the contrary is received from CONTRACTOR, and approved by CITY. C. CONTRACTOR agrees that all individual projects under the Affordable Housing Opportunity Program and the New Construction Program described in Attachment "A" to be assisted with HOME funds will have prior approval from the CITY of Denton. CONTRACTOR agrees that project delivery costs paid with HOME funds or HOME proceeds will not exceed more than 10% of the total project cost as determined by the CITY. D. The CITY's Community Development Administrator will be CITY's representative responsible for the administration of this Agreement. E. CONTRACTOR shall be certified as a "Community Housing Development Organization" (CHDO) with the State of Texas and the City of Denton. CONTRACTOR shall maintain CHDO Certification for the duration of the contract term. F. CONTRACTOR shall not request disbursement of funds until they aze needed for payment of eligible costs. The amount of each request will be limited to the amount needed as per 92.504 (c)(3)(viii). G. CONTRACTOR shall not change the Program Budget without prior written approval from the CITY. H. CITY shall be responsible for performing a genera] environmental review to insure necessary compliances are met. I. CONTRACTOR shall be responsible for perfomung asite-specific environmental review prior to acquisition of properties to be used for affordable housing projects. The site- specific review must be submitted to the Community Development Division prior to final project approval. J. CONTRACTOR shall conduct a public hearing at ]east once annually to review proposed and in-progress activities and receive pitizen input. Hearing(s) will be advertised at least 15 days in advance. Advertising, at a minimum, must include publication in a newspaper with local circulation. The hearing may be combined with CONTRACTOR'S annual membership meeting. A summary of comments from the public hearing will be submitted to the Community Development Division within 30 days of the date of the public hearing. Page 2 of 14 K. CONTRACTOR shall provide timely notice to "neighborhood" residents prior to increasing the number of units in the area by more than two single family or four multifamily units, or prior to renovating more than five units. Notice will include contact information or identification of opportunities for residents to comment on the proposed development. CITY staff will determine "neighborhood" boundaries. 3. CITY'S & CONTRACTOR'S OBLIGATIONS A. CITY shall provide funds in the amount of $140,000 or less in project funds to the CONTRACTOR for specific housing projects and programs as described the Work Statement, Attachment "A". B. CONTRACTOR may request a maximum of $30,000 in 2006-'07 funds per unit. Additional project costs may be paid with program proceeds and funds from other sources. C. CONTRACTOR agrees to hold and save harmless the CITY, its officers and employees from any and all loss, cost, or damage of every kind [including, property damage, bodily injury or death], nature or description arising under this Agreement. D. This Agreement and the payments made hereunder are contingent upon receipt of U.S. Department of Housing and Urban Development fends pursuant to the HOME Investment Partnership Program, and shall terminate immediately, not withstanding the provisions of Article XIY hereof, should such funds be discontinued for any reason. E. The CONTRACTOR may not request disbursement of funds until they are needed for payment of eligible costs. The amount of each request by the CONTRACTOR shall be limited to the amount needed in accordance with 24 CFR 92.504 (c)(3)(viii) and shall involve the activities set forth in the "Contract Activity Schedule" attached as Attachment C. F. CONTRACTOR may not request reimbursement for expenditures that occurred more than ninety (90) days prior to the submission of the reimbursement request to the Community Development Division. G. Upon dissolution of the CONTRACTOR any remaining funds or assets derived from the expenditure of the CITY's funds, hereinafter sometimes described as the CITY's HOME funds, proceeds or HOME-funded projects, must be immediately returned to the CITY. 4. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS A. The CITY and CONTRACTOR agree to perform their duties arising pursuant to the Agreement in compliance with the U.S. Department of Housing and Urban Development HOME Investment Partnership Program regulations at 24 CFR 92. B. CONTRACTOR shall comply with all prescribed procedures regarding nondiscrimination and equal opportunity, affirmative marketing, displacement and relocation, labor Page 3 of 14 relations, lead-based paint and conflict of interest provisions described in 24 CFR 92 subpart H and 24 CFR 92.504. C. CONTRACTOR agrees to ensure that all HOME-assisted housing or housing identified as match for the HOME program meets all affordability requirements identified in 24 CFR 92.252 or 92.254. CONTRACTOR further agrees to develop a deed of trust for use with al] HOME-assisted units that incorporates these requirements, including remedies for breach of the agreement provisions. CONTRACTOR will provide the CITY with a copy of the deed of trust with provisions described above for approval before the sale of any HOME-assisted units. D. CONTRACTOR agrees that as a certified Community Housing Development Corporation, they will comply with 24 CFR 92.300 and 92.301. E. If it is determined that the use of the funding provided by the CITY does not meet the requirements of the U.S. Department of Housing and Urban Development HOME Investment Partnership Program, the CONTRACTOR shall reimburse the CITY for the costs determined to be disallowed under the U.S. Department of Housing and Urban Development HOME Investment Partnership Program regulations. F. CONTRACTOR agrees that all housing assisted under this agreement will meet the property standards requirements in 24 CFR 92.251 and lead-based paint standards in 24 CFR 92.355. G. CONTRACTOR agrees to comply with displacement and relocation requirements at 24 CFR 92.504 and 92.353. H. CONTRACTOR agrees to comply with procurement requirements at 24 CFR 84.44; 84.45; 84.46; 84.47 and 84.48. L CONTRACTOR certifies that it is not currently listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with Executive Orders 12549 and' 12689 and will not enter into agreements to expend Federal funds with contractors that are cun~ently listed. J. CONTRACTOR agrees to comply with all applicable Federal laws, laws of the State of Texas and ordinances of the City of Denton. 5. REPRESENTATIONS A. The CITY is providing funding to the CONTRACTOR in order to promote development of affordable housing. Use of funds for programming will meet this stated goal. B. The CITY is the only agent authorized to designate changes to the Program Budget or to approve specific projects and programs authorized pursuant to the non-administration portion of the Program Budget. C. CONTRACTOR assures and guarantees that it possesses the legal authority, Page 4 of 14 pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement. D. The person or persons signing and executing this Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute this Agreement on behalf of CONTRACTOR and to validly and legally bind CONTRACTOR to all terms, performances and provisions herein set forth. E. CITY shall have the right, at its option, to either temporarily suspend or perrnanently terminate this Agreement if there is a dispute as to the legal authority of either CONTRACTOR or the person signing the Agreement to enter into this Agreement. CONTRACTOR is liable to CITY for any money it has received from CITY for performance of the provisions of this Agreement if CITY has suspended or terminated this Agreement for the reasons enumerated in this Section. F. CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Agreement will in no way be substituted for funds and resources from other sources, nor in any way serve to reduce the resources, services, or other benefits which would have been available to, or provided through, CONTRACTOR had this Agreement not been executed. 6. PROGRAM INCOME A. HOME program income is defined as all fees and interest payments on HOME- assisted units/projects and any interest income on deposited HOME funds or program proceeds collected by the CONTRACTOR. Program income maybe retained by the CONTRACTOR to be used for HOME-eligible activities included in the Work Statement included herein as Attachment "A". Provided, however that any interest on deposited HOME funds must be remitted to the CITY on a quarterly basis. B. HOME program proceeds aze defined as income from the sale of HOME-assisted housing. Proceeds may be retained by the CONTRACTOR for use on other HOME-eligible activities included in the Work Statement included here as Attachment "A". C. Any income generated from the use of HOME funds, proceeds, or any income generated through subsequent use of these funds shall continue to be used by the CONTRACTOR for HOME-eligible activities included in the Work Statement in the City of Denton. Use of the funds on projects or programs other than those identified in this Agreement must be approved in writing by the CITY. Any income retained and used by the CONTRACTOR must be available to the CITY as a matching contribution for the HOME program. Upon request, CONTRACTOR will approve appropriate certifications stating that funding is available as a HOME program match to the CITY. ;7. MAINTENANCE OF RECORDS A. CONTRACTOR agrees to maintain records that will provide accurate, current, sepazate, and complete disclosure of the status of the funds received pursuant to this Agreement and pursuant to any other applicable Federal and/or State regulations establishing standazds for financial management. CONTRACTOR'S record system shall contain sufficient documentation to provide Page 5 of 14 detailed support and justification for each expenditure. Nothing in this Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other provision of this Agreement or any applicable law. CONTRACTOR shall include the substance of this provision in all subcontracts. B. CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting policies and procedures pertaining to the operation of programs and expenditures of funds pursuant to this Agreement for the period of time and under the conditions specified by CITY. C. CONTRACTOR shall submit a copy of each annual independent audit or any organizational audit conducted, to the Community Development Division within 30 days of the date of completion. D. Nothing in the above subsections shall be construed to relieve CONTRACTOR of responsibility for retaining accurate and current records, which cleazly reflect the level and benefit of services, provided pursuant to this Agreement. E. At any reasonable time and as often as CITY may deem necessary, the CONTRACTOR shall make available to CITY, or any of its authorized representatives, all of its records and shall permit CTI'Y, or any of its authorized representatives to audit, examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, conditions or employment and all other data relating to the program requested by said representatives. F. The CONTRACTOR shall give the City of Denton, the U.S. Department of Housing and Urban Development, or any of their duly authorized representatives, access to and the right to examine all books, accounts, records, reports, files and other papers belonging to or in use by the CONTRACTOR pertaining to this Agreement. Such rights to access shall continue as long as the CONTRACTOR is required to retain the records. 8. REPORTS AND INFORMATION A. CONTRACTOR shall provide quarterly financial and beneficiary reports that shall contain such records, data and information as CITY may request and deem pertinent to matters covered by this Agreement. Reports shall be due to the Community Development Division within 45 days of the end of the quarter. CONTRACTOR shall provide any additional information as requested by the CITY within 10 days. B. CONTRACTOR shall submit copies of all public meeting advertisements and residents notifications setting forth the time and place thereof, including, without ]imitation, boazd of director's meetings, to the Community Development Division office at least 72 hours prior to the meeting in accordance with Section 16 of this Agreement. Page 6 of 14 9. INSURANCE A. CONTRACTOR shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement. B. The premises on and in which the activities described in Exhibit A are conducted, and the employees conducting these activities, shall be covered by premise liability insurance, com- monly referred to as "Owner/Tenant" coverage with CITY named as an additional insured. Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate insurance coverage arrangements. C. CONTRACTOR will comply with applicable workers' compensation statutes and will obtain employers' liability coverage where available and other appropriate liability coverage for program participants, if applicable. D. CONTRACTOR will maintain adequate and continuous liability insurance on all vehicles owned, leased or operated by CONTRACTOR. All employees of CONTRACTOR who are required to drive a vehicle in the normal scope and course of their employment must possess a valid Texas driver's license and automobile liability insurance. Evidence of the employee's current possession of a valid license and insurance must be maintained on a current basis in CONTRACTOR'S files. E. Actual losses not covered by insurance as required by this Section are not allowable costs under this Agreement, and remain the sole responsibility of CONTRACTOR. F. The policy or policies of insurance shall contain a clause which requires that CITY and CONTRACTOR be notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation. '10. EQUAL OPPORTUNITY During the performance of this Agreement, the CONTRACTOR is subject to Executive Order 11246, as amended, and, therefore, agrees to the following: (1) The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, or familial status. The CONTRACTOR will take affirmative action to ensure that applicants who are employed are treated during employment without regard to their race, color, religion, sex, national origin, or familial status, concerning such employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or their apprenticeship. The CONTRACTOR agrees to post in conspicuous places, available to both employees and applicants for employment, notices to be provided by the CITY setting forth provisions of this nondiscrimination clause. Page 7 of 14 (2) The CONTRACTOR, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, or familial status. 11. CONFLICT OF INTEREST A. CONTRACTOR agrees to comply with the federal regulations at 24 CFR 92.356. B. CONTRACTOR covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. CONTRACTOR further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. C. CONTRACTOR further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use this position for a purpose that is or gives the appearance of being motivated by desire for private gain for themselves, or others, particularly those with which they have family, business, or other ties. D. No officer, member, or employee of CITY and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest. 12. POLITICAL OR SECTARIAN ACTIVITY A. None of the performance rendered hereunder shall involve any political activity (including, but not limited to, any activity to further the election or defeat of any candidate for public office) or any activity undertaken to influence the passage, defeat or final content of legislation. B. None of the performance rendered hereunder shall involve or benefit in any, manner any sectarian or religious activity. 13. WARRANTIES CONTRACTOR represents and warrants that: A. All information, reports and data heretofore or hereafter requested by CITY and famished to CITY, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to CITY. B. Any supporting financial statements heretofore requested by CITY and furnished to Page 8 of 14 CITY, are complete, accurate and fairly reflect the financial condition of CONTRACTOR on the date shown on said report, and the results of the operation for the period covered by the report, and that since said date, there has been no material change, adverse or otherwise, in the Financial condition of CONTRACTOR. C. No litigation or legal proceedings are presently pending or threatened against CONTRACTOR. D. None of the provisions herein contravenes or is in conflict with the authority under which CONTRACTOR is doing business or with the provisions of any existing indenture or agreement of CONTRACTOR. E. CONTRACTOR has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of CONTRACTOR is subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements famished by CONTRACTOR to CITY. G. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. 14. COVENANTS A. During the period of time that payment may be made hereunder and so long as any payments remain unliquidated, CONTRACTOR shall not, without the prior written consent of the Community Development Administrator or her authorized representative: (1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of CONTRACTOR now owned or hereafter acquired by it, or permit any pre-existing mortgages, liens, or other encumbrances to remain on, or attached to, any assets of CONTRACTOR which are allocated to the performance of this Agreement and with respect to which CITY has ownership hereunder. (2) Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or claims for money due or to become due. (3) Sell, convey, or lease all or substantial part of its assets. (4) Make any advance or loan to, or incur any liability for any other firm, person, entity or corporation as guazantor, surety, or accommodation endorser. (5) Sell, donate, loan or transfer any equipment or item of personal property purchased with funds paid to CONTRACTOR by CITY, unless CITY Page 9 of 14 authorizes such transfer. B. CONTRACTOR agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the Community Development Division. 15. MONITORING AND EVALUATION A. CITY shall perform on-site monitoring of CONTRACTOR'S performance under this Agreement. B. CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and Objectives, which aze attached hereto as Attachment A, as well as other provisions of this Agreement. C. CONTRACTOR agrees to cooperate fully with CITY in the development, implementation and maintenance of record-keeping systems and to provide data determined by CITY to be necessary for CITY to effectively fulfill its monitoring and evaluation responsibilities. D. CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CITY in such monitoring and to designate one of its staff members to coordinate the monitoring process as requested by CITY staff. E. CITY shall provide a written evaluation of contract performance to the CONTRACTOR within 30 days of the monitoring. Written notification will be provided to staff and the boazd of directors. F. Within 60 days of notification by the CITY, the CONTRACTOR shall provide complete responses include a statement acknowledging any corrective action required to be taken due to City of Denton monitoring findings and concerns. G. CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR'S funding or regulatory bodies to CITY within fifteen (15) working days of receipt by CONTRACTOR. l6. DIRECTORS' MEETINGS A. During the terms of this Agreement, CONTRACTOR shall cause to be delivered to CITY copies of all notices of meetings of its,Boazd of Directors, setting forth the time and place thereof. Such notice shall be delivered to CITY in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. B. CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors' meetings. C. Minutes of all meetings of CONTRACTOR'S governing body shall be available to Page 10 of 14 CITY within ten (10) working days of approval. 17. NEPOTISM CONTRACTOR shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by CONTRACTOR, or is a member of CONTRACTOR'S governing board. The term "member of immediate family" includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-pazent, step-child, half-brother and half-sister. 18. SUSPENSION OF FUNDING A. Upon determination by CITY of CONTRACTOR'S failure to timely and properly perform each of the requirements, time conditions and duties provided herein, CITY, without limiting any rights it may otherwise have, may, at its discretion, and upon ten (10) working days written notice to CONTRACTOR, withhold further payments to CONTRACTOR. Such notice maybe given by mail to the Executive Officer and the Board of Directors of CONTRACTOR. The notice shall set forth the default or failure alleged, and the action required for cure. B. The period of such suspension shall be of such duration as is appropriate to accomplish corrective action, but in no event shall it exceed thirty (30) calendaz days. At the end of the suspension period, if CITY determines the default or deficiency has been satisfied, CONTRACTOR may be restored to full compliance status and paid all eligible funds withheld or impounded during the suspension period. If; however, CITY determines that CONTRACTOR has not come into compliance, this Agreement may be terminated under Section 19 of this Agreement. 19. TERMINATION A. The CITY shall have the right to terminate this Agreement, in whole or in part, at any time whenever the CITY determines that the CONTRACTOR has failed to comply with any term of this Agreement. The CITY shall notify the CONTRACTOR in writing thirty (30) days prior to the date of termination, the effective date of such termination, and in the case of partial termination, the portion of the Agreement to be terminated. Property shall be subject to disposition. B. The CITY shall have the right to terminate this Agreement for convenience, in whole or in part by written notification to the CONTRACTOR which shall include the reason for such termination, the effective date and the portion to be terminated. C. If, in the case of a partial termination, it is the determination of CITY that the remaining portion of the awazd is not sufficient to accomplish the project as described in the Work Statement, CITY may require that the entire grant be terminated. 20. INDEMNIFICATION Page 11 of 14 A. It is expressly understood and agreed by both parties hereto that CITY is contracting with CONTRACTOR as an independent CONTRACTOR and that as such, CONTRACTOR shall save and hold CITY, its ofTicers, agents and employees harmless from all liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting in whole or in part from the performance or omission of any employee, agent or representative of CONTRACTOR B. CONTRACTOR agrees to provide the defense for, and to indemnify and hold harmless CITY its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorneys fees, expenses, and liability arising out of the use of these contracted funds and program administration and implementation except to the extent caused by the willful act or omission of CITY, its agents, employees, or contractors. 21. NOTICE For purposes of this Agreement, all official communications and notices among the parties shall be deemed made as of the date mailed if sent postage paid to the parties and address set for below: City Manager City of Denton 215 E. McKinney St. Denton, Texas 76201 Director Denton Affordable Housing Corporation 604 N Bell Avenue Denton, Texas 76209 22. VENUE This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. 23. CONSOLIDATION AGREEMENT This Agreement consolidates and replaces all previous Agreements between CITY and CONTRACTOR and all Amendments to those Agreements except where otherwise expressed herein. Provided, however, that CONTRACTOR shall be required to maintain all affordability requirements on all HOME funded projects, shall fully perform all continuing obligations required under these previous Agreements and applicable state, federal and local laws and shall continue to use all HOME proceeds from any CITY-funded projects since CONTRACTOR'S inception for HOME-eligible activities as described in this Agreement and as maybe required bylaw. Page 12 of 14 IN~ SS OF WHICH this Agreement has been executed on this the /~d day of C /~ , 2006. CITY OF DENTON HOWARD MARTIN, ITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: WC APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY BY: DENTON AFFORDABLE HOUSING CORPORATION ARD PRESIDENT ATTEST: SECRETARY Page 13 of 14 ATTACHMENT"A" WORK STATEMENT AND PERFORMANCE OUTCOME GOALS Denton Affordable Housing Corporation The Denton Affordable Housing Corporation ("DAHC") was developed to increase the supply of affordable housing in the Denton area. The organization is designed to carry out the following activities but is not limited to these: administration, rehabilitation, acquisition, new construction, tenant-based rental assistance and public service programs. Expenditure of City funds for housing projects is limited to projects within the city limits of Denton. DAHC's projects and programs will primarily benefit low and moderate-income households. Low and moderate income is defined as households below 80% of the area median income. The Affordable Homeownership Opportunity Program provides for acquisition, renovation and sale ofsingle-family units. HOME Program 2006-2007 funding in the amount of $140,000 will be used in the Program. Proceeds from the sale of completed projects will be placed in the AHOP program fund for future projects. Each project must include a minimum of $5,000 and no more than $30,000 in 2006-'07 HOME funding. On each project, anon-specified amount of funding must be expended on either acquisition or rehabilitation of the unit. Anon-specified amount of funding must also be expended to provide homebuyer assistance and this amount will determine the extent of the required affordability period. No more than 10% of the HOME portion of the project sales proceeds may be used for project delivery costs for the program. The HOME portion of the proceeds is based on the percentage of HOME funds included in the project. A minimum Tf~rn~r /41 ~mitc will by cold Jn low and modernly inrnma hnmehr~t erc The Affordable Housing Construction Program provides funding to construct single-family units. Properties suitable for single-family housing will be acquired through purchase or donation. Units will be constructed in such a way as to make them affordable to low and moderate-income households. Units will be sold to HOME-eligible households. Not more than 10% of the total funding amount maybe used to assist buyers with down payment and closing costs. AA minimnmTf one /11 unit will he ~nncfnrried and cold to lot and mndernte it rrn- v l nr o PI C ATTACHMENT "B" PROGRAM BUDGET Affordable Homeownership Opportunity Program $140,000 Affordable Housing Construction Program *uo 2006-2007 funding * Both programs will also use program proceeds for projects. ATTACHMENT"C" SCHEDULE OF CONTRACT ACTIVITIES h ~Taxw To: Denton Affordable Housing Corporation 604 N. Bell, Denton, TX 76209 NOTICE OF CONFIDENTIALITY RIGHTS. IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. DEED OF TRUST Date: «Sign_Date» Grantor: <dBuyers_Complete_Name» Grantor's Mailing Address: «Current Address» Trustee: Executive Director Trustee's Mailing Address: 604 N. Bell, Denton, Denton County, TX 76209 Beneficiary: Denton Affordable Housing Corporation Beneficiary's Mailing Address: 604 N. Bell, Denton, Denton County, TX 76209 Note(s) Date: «Sign_Date» Amount: «Grant_Spelled» («Grant_Amounb>) Maker «Buyers_Complete_Name» Payee: Denton Affordable Housing Corporation Final Maturity Date: <dVlaturity_Date» Terms of Payment (optional): According to the term and tenor of said note. Property (including any improvements): aLegal Description» ,a.k.a. <dProperty_Address». Prior Lien(s): The lien created by this instrument shall be subordinate to the first lien securing payment of a note as renewed, extended, re-amortized, or otherwise adjusted periodically, in the original principal of «Bank Loan, which is dated «ClosinE Date», and executed by eBuvers Complete Name» payable to the order of «Lender», and more fully described in a Deed of Trust recorded in the Real Property Records of Denton County, Texas. Deed of Trust executed by <dBuvers Complete Name» conveying property to Executive Director, Trustee, for the benefit of Denton Affordable Housing Corporation (DAHC), Beneficiary, securing a note in the original principal sum of «Grant Spelled» («Grant Amounb>), which is dated «Sien Date», and recorded in the Real Property Records of Denton County, Texas. Deed of Trust /Page 1 Other Exceptions to Conveyance and Warranty: Easements, rights-of--way, and prescriptive rights, whether of record or not and all presently recorded instruments. For value received and to secure payment of the note, Grantor conveys the property to Trustee in trust. Grantor warrants and agrees to defend the title to the property. If Grantor performs all the covenants and pays the note according to its terms, this deed of trust shall have no further effect, and Beneficiary shall release it at Grantor's expense. Grantor's Obligations Grantor agrees to: I. keep the property in good repair and condition; 2. pay all taxes and assessments on the property when due; 3. preserve the lien's priority as it is established in this deed of trust; 4. maintain, in a form acceptable to Beneficiary, an insurance policy that; a. covers all improvements for their full insurable value as determined when the policy is issued and renewed, unless Beneficiary approves a smaller amount in writing; b. contains an 80% coinsurance clause; c. provides fire and extended coverage, including windstorm coverage; d. protects Beneficiary with a standard mortgage clause; e. provides flood insurance at any time the property is in a flood hazard area; and f. contains such other coverage as Beneficiary may reasonably require; 5. comply at all times with the requirements of the 80% winsurance clause; 6. deliver the insurance policy to Beneficiary and deliver renewals to Beneficiary at least ten days before expiration; 7. keep any buildings occupied as required by the insurance policy; and 8. if this is not a first lien, pay all prior lien notes that Grantor is personally liable to pay and abide by all prior lien instruments. 9. perform all terms and conditions as provided for in the note. 10. continuously occupy the property as principal residence during the entire term of the loan (5 years). Beneficiary's Rights I. Beneficiary may appoint in writing a substitute or successor trustee, succeeding to all rights and responsibilities of Trustee. Deed of Trust /Page 2 2. If the proceeds of the note are used to pay any debt secured by prior liens, Beneficiary is subrogated to all of the rights and liens of the holders of any debt so paid. 3. Beneficiary may apply any proceeds received under the insurance policy either to reduce the note or to repair or replace damaged or destroyed improvements covered by the policy. 4. If Grantor fails to perform any of Grantor's obligations, Beneficiary may perform those obligations and be reimbursed by Grantor on demand at the place where the note is payable for any sums so paid, including attorney's fees, plus interest on those sums from the dates of payment at the rate stated in the note for matured, unpaid amounts. The sum to be reimbursed shall be secured by this deed of trust. 5. If Grantor defaults on the note or fails to perform any of Grantor's obligations or if default occurs on a prior lien note or other instrument, and the default continues after Beneficiary gives Grantor notice of the default and the time within which it must be cured, as may be required by law or by written agreement, then Beneficiary may: a. declare the principal and earned interest on the note immediately due; b. request Trustee to foreclose this lien, in which case Beneficiary or Beneficiary's agent shall give notice of the foreclosure sale as provided by the Texas Property Code as then amended; and c. purchase the property at any foreclosure sale by offering the highest bid and then have the bid credited on the note. Trustee's Duties If requested by Beneficiary to foreclose this lien, Trustee shall: ]. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then amended; 2. se-1 and convey all or part of the property to the highest bidder for cash with a general warranty binding Grantor, subject to prior liens and to other exceptions to conveyance and warranty; and 3. from the proceeds of the sale, pay, in this order: a. expenses of foreclosure, including a commission to Trustee of 5% of the bid; b. to Beneficiary, the full amount of principal, interest, attomey's fees, and other charges due and unpaid; c. any amounts required by law to be paid before payment to Grantor; and d. to Grantor, any balance. General Provisions 1. The original source of funding for the homebuyer assistance forgivable loan covered by this note (the Federal Home Loan Bank of Dallas and/or the City of Denton or its designee) is to be given notice of any sale or refinancing of the unit occurring prior to the end of the retention period; and Deed of Trust /Page 3 2. In the case of refinancing prior to the end of the retention period, the full amount of interest rate subsidy received by the owner, based on the pro-rata portion f the interest rate subsidy imputed to the subsidized advance during the period the owner occupied the unit prior to refinancing, shall be repaid to the Bank from any net gain realized upon the refinancing, unless the unit continues to be subject to a deed restriction or other legally enforceable retention agreement or mechanism. If any of the property is sold under this deed of trust, Grantor shall immediately surrender possession to the purchaser. [f Grantor fails to do so, Grantor shall become a tenant at sufferance of the purchaser, subject to an action for forcible detainer. 4. Recitals in any Trustee's deed conveying the property will be presumed to be true 5. Proceeding under this deed of trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 6. This lien shall remain superior to liens later created even if the time of payment of all or part of the note is extended or part of the property is released. 7. If any portion of the note cannot be lawfully secured by this deed of trust, payments shall be applied First to discharge that portion. 8. Grantor assigns to Beneficiary all sums payable to or received by Grantor from condemnation of all or part of the property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the property. After deducting any expenses incurred, including attorney's fees, Beneficiary may release any remaining sums to Grantor or apply such sums to reduce the note. Beneficiary shall not be liable for failure to collect or to exercise diligence in collecting any such sums. Grantor assigns to Beneficiary absolutely, not only as collateral, all present and future rent and other income and receipts from the property. Leases aze not assigned. Grantor warrants the validity and enforceability of the assignment. Grantor may as Beneficiary's licensee collect rent and other income and receipts as long as Grantor is not in default under the note or this deed of trust. Grantor will apply all rent and other income and receipts to payment of the note and performance of this deed of trust, but if the rent and other income and receipts exceed the amount due under the note and deed of trust, Grantor may retain the excess. If Grantor defaults in payment of the note or performance of this deed of trust, Beneficiary may terminate Grantor's license to collect and then as Grantor's agent may rent the property if it is vacant and collect all rent and other income and receipts. Beneficiary neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the property. Beneficiary may exercise Beneficiary's rights and remedies under this paragraph without taking possession of the property. Beneficiary may exercise Beneficiary's rights and remedies under this paragraph without taking possession of the property. Beneficiary shall apply all rent and other income and receipts collected under this paragraph first to expenses incurred in exercising Beneficiary's rights and remedies and then to Grantor's obligations under the note and this deed of trust in the order determined by Beneficiary. Beneficiary is not required to act under this paragraph, and acting under this paragraph does not waive any of Beneficiary's other rights or remedies. if Grantor becomes a voluntary or involuntary bankrupt, Beneficiary's filing a proof of claim in bankruptcy will be tantamount to the appointment of a receiver under Texas law. 10. Interest on the debt secured by this deed of trust shall not exceed the maximum amount of non- usurious interest that may be contracted for, taken, reserved, chazged, or received under law; any interest in excess of that maximum amount shall be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any such excess shall be canceled automatically as of the acceleration or prepayment or, if already paid, credited on Deed of Trust /Page 4 the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides other provisions in this and all other instruments concerning the debt. 11. When the context requires, singular nouns and pronouns include the plural. 12. The term note includes all sums secured by this deed of trust. 13. This deed of trust shall bind, inure to the benefit of, and be exercised by successors in interest of all parties. 14. If Grantor and Maker are not the same person, the term Grantor shall include Maker. 15. If this is not a first lien, Senior Lien Holder will be given written notice of Grantor's failure to perform any Grantor's obligations and prior notice of acceleration. 16. Grantor represents that this deed of trust and the note aze given for the following purposes: The lien created by this instrument shall be subordinate to the lien securing payment of a note as renewed, extended, re-amortized, or otherwise adjusted periodically, in the original principal of <dBank Loan, which is dated «Closina Date», and executed by <dBuvers Complete Name», payable to the order of «Lender», and more fully described in a Deed of Trust recorded in the Real Property Records of Denton County, Texas. If default occurs in payment of any part of principal or interest of that «Bank Loan» ,note or in observance of any covenants of the Deed of Trust securing it, the debt secured. by this Deed of Trust shall immediately become payable at the option of Beneficiary. Grantor(s) «Buyers_Name_I» THE STATE OF TE.YAS ~ COUNTY OF DENTON § «Buyers_Name_2» ACKNOWLEDGMENTS This instrument was acknowledged before me on «Sien Date» by «Buvers Complete Name. Notary Notary Public in and for Texas AFTER RECORDING RETURN TO: Denton Affordable Housing Corporation 604 N. Bell Denton, Texas 76209 Deed of Trust /Page 5 RETURN TO: Denton Affordable Hoasing Corporation 604 N. Bell, Denton, TX 76209 DENTON AFFORDABLE HOUSING CORPORATION AFFORDABLE HOMEOWNERSHIP OPPORTUNITY PROGRAM PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, hereinafter called Borrower, does jointly and severally, promise to pay to the order of the Denton Affordable Housing Corporation (DAHC), Denton, County of Denton, Texas the sum of «Grant Soelled» («Grant Amount»l, which represents the entire principal of a homebuyer assistance forgivable loan for the payment of down payment and closing costs incidental to the purchase of the property described below: <dLegal_Description», a.k.a. «Property_Address». A schedule of costs paid by the Denton Affordable Housing Corp. on behalf of the Borrower is attached. Payment of note is subject to the following conditions, which are made a part of this Promissory Note: 1. Borrower agrees to occupy said property as his/her primary residence for no less than five (5) yeazs from the date of execution of this promissory note. 2. Borrower agrees not to sell, lease, or transfer any interest therein during the term of the loan. Li the event that the borrower sells, leases or transfers the property, the Denton Affordable Housing Corporation will require that the loan balance be repaid. if the borrower sells the property or ifthe property is foreclosed upon, or transferred in lieu of foreclosure, the loan balance will be repaid from the net proceeds. Net proceeds are defined by HUD as the sale price less closing costs and mortgage payoff. tf the net proceeds of the sale are not sufficient to repay the loan balance, the Denton Affordable Housing Corporation can reduce the amount based on the available net proceeds at the time of sale. 3 Borrower agrees to maintain the property in a safe and sanitary condition and to maintain the property in compliance with all City of Denton Building, Plumbing, Electrical and Mechanical Codes. 4. Borrower agrees to comply with all of the provisions of the Affordable Homeownership Opportunity Program in regard to lead-based paint testing and removal. 5. Borrower agrees to pay all mortgage payments, taxes and other assessments on the property in a timely manner. The note is comprised of funding from the following source(s): <$0,000.00> Federal HOME funds (originating with the U.S. Department of Housing and Urban Development) awarded to the Denton Affordable Housing Corp. by the City of Denton and/or, Promissory Note -Page 1 <$0,000.00> Affordahle Aousrng Program funds awarded to the Denton Affordable Housing Corp. by the Federal Home Loan Bank of Dallas. Payment of this Promissory note by borrower shall be due and payable as follows, to wit: For each of fifty-nine (59) months present Owner(s) and resident(s) lives on the property, <dVI 59 Pavments» will be'forgiven a one (1) additional month of residency will cause the final payment of <d11 60 Pavments» to be forgiven and the entire grant indebtedness to be paid in full. This Promissory Note is secured by a Deed of Trust of even date herewith, executed by the undersigned in favor of the Denton Affordable Housing Corporation that conveys the property described above located at: «Proaerty Address». It is further provided, in the event the borrower of this note should fully comply with the terms of this note and the Affordable Homeownership Opportunity Program, the Denton Affordable Housing Corporation does agree that it will, for and inconsideration of such compliance, release the maker of the note from all payments at the end of the final month of continuous residency after purchase of the property, and that, upon the failure of the borrower to carry out such agreement and the requirements of the DAHC's Affordable Homeownership Opportunity Program, then in that event, the entire amount of the loan, less one payment for each month after execution of this note until the time of said default will be due and payable in full immediately after the Borrower is notified that the loan must be repaid. It is expressly provided that upon any failure in the punctual payment of this note or any part thereof, as same shall become due and payable or failure to perform any condition contained herein, borrower shall be in default and the entire loan becomes due, at the option of the holder. The undersigned hereby agrees to pay all expenses incurred, including attorney's fees of ten per cent (10%) on the amount of principal and interest hereof, if placed in the hands of an attorney for collection, or if collected through Probate, Bankruptcy or other judicial proceedings. The undersigned and all endorsers, and all persons liable or to become liable on this Note, waives Notice, Presentment for Payment, Demand for Payment and Acceleration of Maturity, and Protest, and agrees and contends that this note may be renewed, or at the time of payment extended, without notice, and without releasing any of the parties. The lien securing this note shall remain subordinate to the lien, as renewed, extended, re- amortized, or otherwise. adjusted from time to time, securing another note in the original principal amount of «Bank Loan, dated «Closine Date» and executed by <dBuvers Complete Name, payable to the order of «I,enden>. «Bnyers_Name_l» <dBuyers_Name_2» Witnessed Witnessed Promissory Note -Page 2 AFFORDABLE HOMEOWNERSHIP OPPORTUNITY PROGRAM (AHOP) PROVISION CERTIFICATION Uwe.<BUYER NAME> do hereby acknowledge that the eligibility provisions associated with the Affordable Homeownership Opportunity Program (AHOP) which we are participating in, through the purchase of a single family dwelling located at <ADDRESS>, have been clearly and understandably explained to us, and we acknowledge that we hereby fully comprehend the following provisions, and certify that we meet and/or agree to the program requirements. 1. That we have not owned a home during the previous three years; Agree to occupy this home as our primary residence for no less than FIVE years from the date of this agreement; 3. Agree to maintain the property in a safe and sanitary condition and in compliance with all City of Deatoa Codes; 4. Agree to pay all mortgage payments, taxes and other assessments on the property in a timely manner. 5. Agree to comply with all the terms and conditions of the Affordable Homeownership Opportunity Program (AHOP) from which we are benefiting which includes the signing of a subordinate Promissory Note and Deed of Trust in an amount that represents the amount received through the AHOP Program in the form of a forgivable loan. The term of this loan will be FIVE years. Buyer agrees to comply before and after closine with nrovidine any additional documentation or verification and execution of documents associated with the assistance nroaram or DAHC nropsam guidelines. 6. If this home is no longer our principal residence or is sold within the initial FIVE years from the date of Closing, DAHC will be given the first right of refusal to repurchase the property at a price that will provide us a fair return on our investment, including any improvements we have price to another eligible homebuyer, will be incorporated into the Deed as a restriction lasting for a period of FIVE years from the date of closing. Borrower agrees not to sell, lease, or transfer any interest therein during the term of the loan. In the event that the borrower sells, leases or transfers the property, DAHC will require that the loan balance be repaid. If the borrower sells the property or if the property is foreclosed upon, or transferred in lieu of foreclosure the loan balance will be repaid from the net proceeds. Net proceeds are defined by HUD as the sales price less closing costs and mortgage payoff. If the net proceeds of the sale are not sufficient to repay the loan balance, DAHC can reduce the amount based on the available net proceeds at the time of sale. I have received a copy of the AHOP Program Guidelines and I have been explained the terms of the progam. Buyers Name Buyers Name DAHC's Authorized Signature Notary Datc Date Date Date